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 ~~mail~~email 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 determining~~to determine whether the contents represent a message to the directors. All correspondence that is not in the nature of advertising ~~promotions~~or promotion of a product or service or is not trivial, irrelevant, unduly hostile, threatening, illegal, patently offensive or similarly inappropriate will be forwarded promptly to the addressee. If no particular director is named, ~~such~~the 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:

	corporate.secretary@mastercard.com
By mail:

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

The Corporate Secretary will forward to the Audit Committee 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’s~~Mastercard’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’s~~Mastercard’s Supplemental Code of Ethics or retaliatory acts against employees who make such a complaint or assist in the investigation of such a complaint in accordance with our Whistleblower ~~Procedures.~~Policy. Our Chief Compliance Officer is responsible for keeping a docket of all reports received under the Whistleblower ~~Procedures~~Policy and summarizing the nature of the complaint and other relevant information. The Chief Compliance Officer will report any recent developments of items listed on the docket in reasonable detail to the Audit Committee ~~chairman~~Chairman (and, if the ~~chairman~~Chairman so directs, to the committee) at or in advance of each regularly scheduled meeting. ~~The~~You 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 Transactions~~2019 MASTERCARD PROXY	45

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 ~~MasterCard~~Mastercard (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 Name~~	~~Company~~	~~Role~~	~~Nature of Services and Payments~~
~~Oki Matsumoto~~	~~Monex Group, Inc.~~	~~Managing Director, Chairman and CEO~~	~~Paid 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 ~~none~~each 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 an~~is 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 requirements~~except 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).



~~Provision~~	~~Description~~
~~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.~~
~~Quorum~~	~~A majority of the directors in office, provided that a majority of the directors present are neither Industry Directors nor management directors.~~
~~Vacancies~~	~~To be filled only by a majority of the directors then in office who are not Industry Directors.~~
~~Nominations~~	~~Industry Directors cannot participate in nominating or selecting directors.~~



~~2016 MasterCard Proxy~~ • 26



~~Related Party Transactions~~

Certain ~~Relationships~~relationships and ~~Related Party Transactions~~

related party transactions

Board ~~Approval~~approval of ~~Related Party Transactions~~related party transactions

The Code of Conduct requires that any transaction that exceeds $120,000 between ~~MasterCard~~Mastercard 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 ~~MasterCard~~Mastercard

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’s~~Mastercard’s voting securities

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

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

Related ~~Party Transactions~~party transactions

~~Jordan Agee, an employee of MasterCard, is~~There 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



46	2019 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”).



Provision		Description
Requirements for service		Only 36% of our Board may be Industry Directors, directors who either currently or during the prior 18 months have an affiliation or relationship (including as a director, officer, employee, or agent or any material business relationship) with any entity (and any of its affiliates) that on or after May 30, 2006 was or becomes a Class A (or principal) or affiliate member of Mastercard International or a licensee of its brands, or with any operator, member or licensee of any general purpose payment card system (or any affiliates of any such entity) that competes with Mastercard. In addition, no director can: • either currently or during the prior three years have an affiliation or relationship (including as a trustee, officer, employee or agent or any material business relationship) with Mastercard Foundation or • be a director, regional board director, officer, employee, or agent of or represent an entity (or an institution that is represented on any board of such an entity) that owns and/or operates a payment card program that is competitive with any of Mastercard’s comparable card programs.
Industry Directors and other composition requirements		• At least 64% of the Board must be determined by the Board not to be Industry Directors (directors with the types of relationships described above). • The total number of non-Industry Directors and non-management directors must be at least two greater than the number of Industry Directors and management directors. • Up to one-third of the members of each of the Audit Committee, the HRCC and the NCG may be Industry Directors. • No more than one Industry Director ~~Compensation~~may serve on the NCG. • The Board has deemed Messrs. Freiberg and Tai to be Industry Directors.
Quorum		A majority of the directors in office, provided that a majority of the directors present are neither Industry Directors nor management directors, constitutes a quorum.
Vacancies		Vacancies are to be filled only by a vote of the majority of the directors then in office who are not Industry Directors.
Nominations		Industry Directors cannot participate in nominating or selecting directors.

~~DIRECTOR COMPENSATION~~

~~MasterCard~~



2019 MASTERCARD PROXY	47

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 company~~Each year, the HRCC’s independent consultant, FW Cook, performs a review of Mastercard’s director compensation ~~provided by the independent compensation consultant, the~~levels relative to market data (the same peer companies used for benchmarking and for setting executive compensation). The HRCC recommends the form and amount of director compensation, which is determined by the Board.

~~Cash and Equity Compensation~~

~~MasterCard compensates its non-employee directors as follows:~~

Non-Employee Directors’ Annual Retainer ^1,2,3
Role Cash Compensation
Equity Compensation⁴
Chairman of the Board
$180,000⁵
$265,000
Other Non-Employee Directors $100,000 $185,000

Committee Members’ Cash Annual Retainer^{2, 3}
Role Audit Compensation Nominating
Committee Chairman $25,000 $20,000 $20,000
Other Committee Members $15,000 $10,000 $10,000

¹~~Customary expenses~~As 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 year~~service on our Board or ~~committee service.~~any of its committees.

²2018 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 ~~provide~~provides returns considered to be above-market or preferential.

⁴Annual stock grants are immediately vested and in the form of restricted stock or deferred stock units ~~(DSUs)~~(“DSU”) under ~~MasterCard’s~~Mastercard’s Amended and Restated 2006 Non-Employee Director Equity Compensation Plan. Each ~~Director~~director selects the form of ~~their~~his 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 ~~amount~~name 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~~



48	2019 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.

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 PROXY	49

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 common~~our 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 Compensation~~50	2019 MASTERCARD PROXY

~~Total Director Compensation in 2015~~CULTURE 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 Haythornthwaite 177,500 265,035 5,000 447,535
Silvio Barzi 125,000 185,009 1,084 311,093
David R. Carlucci 110,000 185,009 5,000 300,009
Steven J. Freiberg 135,000 185,009 5,000 325,009
Julius Genachowski 110,000 185,009 5,000 300,009
Merit E. Janow 110,000 185,009 5,000 300,009
Nancy J. Karch 127,500 185,009 5,000 317,509
José Octavio Reyes Lagunes 125,000 185,009 — 310,009
Marc Olivié 125,000 185,009 5,000 315,009
Rima Qureshi 120,000 185,009 — 305,009
Jackson Tai 125,000 185,009 5,000 315,009
Edward Suning Tian 110,000 185,009 — 295,009

¹Represents 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.

²Represents 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.~~

Name Annual Retainer ($) Audit Committee Retainer ($) HRCC Retainer ($)
Nominating
Committee Retainer ($)
Fees Earned or Paid in Cash ($)
Richard Haythornthwaite¹
167,500 — — 10,000 177,500
Silvio Barzi 100,000 15,000 10,000 — 125,000
David R. Carlucci 100,000 — — 10,000 110,000
Steven J. Freiberg 100,000 25,000 10,000 — 135,000
Julius Genachowski 100,000 — 10,000 — 110,000
Merit E. Janow 100,000 — — 10,000 110,000
Nancy J. Karch²
100,000 7,500 — 20,000 127,500
José Octavio Reyes Lagunes²
100,000 — 20,000 5,000 125,000
Marc Olivié 100,000 15,000 10,000 — 125,000
Rima Qureshi²
100,000 15,000 5,000 — 120,000
Jackson Tai 100,000 15,000 — 10,000 125,000
Edward Suning Tian 100,000 — — 10,000 110,000

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

~~Encouraging~~Culture of decency

Our success is driven by the ~~use~~skills, experience, integrity and mindset of ~~green transportation~~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. 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 stations~~how we are able to continuallyevolve and ~~shuttle bus services~~innovate 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 customers~~strive to develop ~~products~~a deep understanding of the current and ~~services~~traditional 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 businesses~~one must master – learning how to build, grow, and ~~consumers reduce their impact on~~keep 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 demonstrate~~working with our ~~commitment to sustainability. We expect to expand the type of information available on the website~~Global 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 information~~We’ve received recognition for ~~each~~our 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:




Bloomberg Gender Equality Index	Disability Equality Index	DiversityInc’s Top 50 List	World’s Most Ethical Companies
2019, 2018 and 2017	2018 Best Place to Work for Disability Inclusion	#4 in 2018 and #7 in both 2017 & 2016	2019, 2018, 2017 and 2016



52	2019 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:

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 PROXY	53

MANAGEMENT COMMITTEE



	Management Committee
04	Our 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.



54	2019 MASTERCARD PROXY

MANAGEMENT COMMITTEE

Management Committee members



Name		Title
Ajay Banga		President and Chief Executive Officer
James Anderson		Executive Vice President, Commercial Products
Ajay Bhalla		President, Cyber & Intelligence Solutions
Ann Cairns		Vice Chairman
Gilberto Caldart		President, International
Dimitrios Dosis		President, Advisors Consulting & Information Services
Carlo Enrico		President, Latin America and Caribbean
Michael Fraccaro		Chief Human Resources Officer
Michael Froman		Vice Chairman and President, Strategic Growth
Francis Hondal		President, Loyalty, Managed Services and Labs as a Service, Data and Services
Linda Kirkpatrick		Executive Vice President, Merchants and Acceptance, U.S.
Jorn Lambert		Executive Vice President, Digital Solutions
Hai Ling		Co-President, Asia Pacific
Raghu Malhotra		President, Middle East and Africa
Edward McLaughlin		President, Operations and Technology



Name		Title
Sachin Mehra		Chief Financial Officer
Carlos Menendez		President, Enterprise Partnerships
Michael Miebach		Chief Product Officer
Tim Murphy		General Counsel
Javier Perez		President, Europe
Jennifer Rademaker		Executive Vice President, Customer Delivery
Raja Rajamannar		Chief Marketing & Communications Officer and President, Healthcare
Blake Rosenthal		Executive Vice President, Acceptance Solutions
Ari Sarker		Co-President, Asia Pacific
Andrea Scerch		President, Consumer Products and Processing
Raj Seshadri		President, U.S. Issuers
Kevin Stanton		Chief Services Officer
Paul Stoddart		President, New Payments Platforms
Craig Vosburg		President, North America



2019 MASTERCARD PROXY	55

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)

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, ~~transaction~~ABN 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 operations~~engineer for British Gas ~~CURRENT PUBLIC COMPANY BOARDS~~Past public company board Ÿ • AstraZeneca PLC ~~a biopharmaceutical company (audit committee)~~



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. ~~PREVIOUS~~2019 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)

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

$fraccaro.jpg$



~~Management~~2019 MASTERCARD PROXY	57

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 ~~Bank~~Citigroup (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

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-Mejean~~Previous 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 ~~Ltd~~Ltd. (December 2002-November 2007) Ÿ • Senior ~~vice president~~Vice 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)~~








^* Ceased to be an executive officer as of March 31, 2019



58	2019 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)

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)



~~Management~~2019 MASTERCARD PROXY	59

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)

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 Murphy~~Previous 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 EXPERIENCE~~Previous 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~~



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. ~~PREVIOUS~~2019 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)

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)



~~Management~~2019 MASTERCARD PROXY	61

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 Vosburg~~Additional 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 ~~MasterCard~~Mastercard Advisors, U.S. and Canada (2008-2010) Ÿ • Head of ~~MasterCard~~Mastercard Advisors, Southeast Asia, Greater China and South Asia/Middle East/Africa (2006-2008) ~~PREVIOUS BUSINESS EXPERIENCE~~Previous 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~~

~~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:~~



~~Name~~		~~Title~~
~~Walt Macnee~~		~~Vice Chairman and~~ ~~President, Center for Inclusive Growth~~
~~Garry Lyons~~		~~Chief Innovation Officer~~
~~Ed McLaughlin~~		~~Chief Information Officer~~
~~Michael Miebach~~		~~Chief Product Officer~~
~~Raja Rajamannar~~		~~Chief Marketing Officer~~
~~Ajay Bhalla~~		~~President of Enterprise Security Solutions~~
~~Cathy McCaul~~		~~President of Processing~~
~~Raj Seshadri~~		~~President, U.S. Issuers~~
~~Kevin Stanton~~		~~President, Advisors~~
~~Hai Ling~~		~~Co-President, Asia/Pacific~~
~~Ari Sarker~~		~~Co-President, Asia/Pacific~~
~~Gilberto Caldart~~		~~President, Latin America and Caribbean Region~~
~~Raghu Malhorta~~		~~President, Middle East and Africa~~
~~Javier Perez~~		~~President, Europe Region~~



~~2016 MasterCard Proxy~~ • 35



~~Stock Ownership Information~~62	2019 MASTERCARD PROXY

~~STOCK OWNERSHIP INFORMATION~~

~~Security Ownership of Certain Beneficial Owners~~

EXECUTIVE COMPENSATION



	Executive compensation
05	This 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
115,176,971 10.7%
BlackRock, Inc.²
55 East 52^nd Street
New York, NY 10022
60,715,029 5.6%
The Vanguard Group³
100 Vanguard Blvd.
Malvern, PA 19355
58,448,056 5.4%
FMR LLC⁴
245 Summer Street
Boston, MA 02210
55,065,026 5.1%

¹Number 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.~~

²Based 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.

³Based 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.

⁴Based 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~~

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 25,314 29,178 54,492
Ajay Banga
288,718²
1,143,447
1,432,165²
Silvio Barzi 14,210 9,734 23,944
David Carlucci 50,080 9,734 59,814
Steven J. Freiberg 17,880 9,734 27,614
Julius Genachowski
6³
3,974
3,980³
Merit E. Janow — 3,974 3,974
Nancy J. Karch 12,100 17,994 30,094
Oki Matsumoto — — —
Marc Olivié 21,870 23,944 45,814
Rima Qureshi 3,575 9,734 13,309
José Octavio Reyes Lagunes 15,922 9,734 25,656
Jackson Tai 17,710 9,734 27,444
Edward Suning Tian 32,467 9,734 42,201
Ann Cairns 46,091 138,785 184,876
Gary J. Flood 59,575 242,173 301,748
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)
910,363^2,3,5,6
2,479,259
3,389,622^2,3,5,6

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’s~~Mastercard’s executive compensation program for ~~2015~~2018, as well as certain elements of the ~~2016~~2019 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 Officers~~executive officers		Role
Ajay Banga		President and Chief Executive Officer
Martina Hund-Mejean		Chief Financial Officer
~~Ann Cairns~~Craig Vosburg	~~President, International Markets~~
~~Gary J. Flood~~	~~President, Global Products and Solutions~~
~~Chris A. McWilton~~	President, North America*America
Tim Murphy		General 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 starting~~our 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



Grow	Diversify	Build
Core	Customers & geographies	New 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’s~~Executive 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’s~~Mastercard’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 linked~~Align the long-term interest of our executives with ~~stockholder interests~~stockholders	Our compensation ~~policies are designed to align~~program strongly aligns the ~~interests~~short- and long-term interest of our ~~executive officers~~stockholders with ~~those~~that of our ~~stockholders.~~executives through the use of variable compensation, which is largely long term in nature.
Pay for performance	The majority of the compensation of our CEO and other NEOs is ~~significantly performance-based~~	~~We provide executive compensation from a total direct compensation perspective. This consists of fixed~~variable and ~~variable pay, with an emphasis on variable pay~~at 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 employees~~Pay competitively	Each year, the HRCC assesses the competitiveness of total compensation levels for executives to enable us to successfully attract, motivate and retain top executive talent.



64	2019 MASTERCARD PROXY

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Our HRCC, which is composed solely of independent directors, is responsible for the oversight of our executive compensation program and ~~decides~~determines the compensation to be paid to our executive officers. The ~~committee~~HRCC makes decisions on executive compensation from a total direct compensation ~~perspective. Total direct compensation~~perspective, 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-based~~performance based and ~~at-risk. In addition, our compensation program is weighted~~at 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 Vote~~2018 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
$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
$15.0B		$6.8B		$6.49
20%	YOY (currency-neutral)	38%	YOY (currency-neutral)	41%	YOY (currency-neutral)



~~We Do~~
ü	~~Pay 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~~
ü	~~Use appropriate peer groups when establishing compensation~~
ü	~~Balance short- and long-term incentives~~
ü	~~Perform an annual “say-on-pay” advisory vote~~
ü	~~Include caps on individual payouts in incentive plans~~
ü	~~Mandate “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~~
ü	~~Mitigate undue risk taking in compensation programs~~
ü	~~Include criteria in incentive plans to maximize tax deductibility~~
ü	~~Retain an independent compensation consultant~~



~~We Do Not~~
x	~~Permit hedging of MasterCard stock~~
x	~~Provide new tax “gross-ups” for executive officers~~
x	~~Provide tax “gross-ups” for perquisites~~
x	~~Reprice options~~
x	~~Provide new “evergreen” employment agreements~~
x	~~Provide dividend equivalents on unvested equity awards~~



~~2016 MasterCard Proxy~~Gross dollar volume • YOY (local currency basis)	Switched transactions 40 YOY	Cross-border volume growth YOY (local currency basis)
$5.9T	73.8B
		18%²
14%	17%^2,3



~~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 recorded~~Special 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 related~~Appendix 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 ~~IPO~~initial 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 Highlights~~Our 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, each~~Annualized total shareholder return

As of December 31, 2018

Source: FactSet



Capital returned to shareholders in 2018			Cash flow from operations

Total*	Repurchased shares	Dividends	2018
$6.0B	$4.9B	$1.0B	$6.2B

* Does not sum due to rounding.



2019 MASTERCARD PROXY	65

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 ~~financial~~corporate score is calculated based on Mastercard’s performance against adjusted net income and ~~operational results outlined above exceeded most~~adjusted 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 established~~outcomes for 2018, the corporate score for purposes of paying annual incentives under the SEAICP ~~at 115%~~was 160% of target (see ~~pg 45~~pgs 72-74 for ~~additional~~more information), and our NEOs’ IPFs ranged from 100% to 135%.

Performance stock unit awards

The ~~3-year~~three-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-year~~against three-year adjusted net revenue ~~3-year EPS,~~ and ~~3-year~~adjusted earnings per share (“EPS”) goals and modified by Mastercard’s relative ~~Total Shareholder Return (TSR), each with threshold, target and maximum~~TSR. Based on performance ~~goals to determine~~outcomes over the three-year performance period, the payout ~~ranging from 0% to~~rate 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 ~~additional~~more 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 ~~Process~~Table) 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:

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 Analysis~~66	2019 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 ~~determines~~evaluated the ~~agenda for committee meetings with the assistance~~results 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, compensation~~light of the ~~executive officers. At the end of each year, the HRCC reviews and makes decisions on the elements and amount of compensation~~substantial support our stockholders expressed for our executive ~~officers. Additionally,~~compensation program, decided to maintain the ~~HRCC approves the funding~~core design of our compensation program for the ~~long-term incentive~~balance 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 determines~~will continue to consider the ~~amounts payable~~outcome 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 ~~committee~~HRCC 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 Program~~principles.

The following table provides information regarding the elements of total direct compensation for our NEOs in ~~2015:~~2018:

Base salary

Annual incentive

PSUs

Stock options

Primary purpose

Attraction and retention

Reward short-term

performance

Reward long-term performance

Align interests with stockholders

Recipients

All NEOs

Reviewed

Annually

Payment/grant date

Ongoing

In February for prior year

March 1

Cash/equity

Cash

Equity

Performance period

Ongoing

1-year

3-year

Until exercised

(up to 10-year life)

Competitive level

Established within a range around the median of market-competitive levels of target compensation for similar positions

Other considerations

Peer group analysis, individual performance, unique program characteristics, job responsibilities, experience and succession

~~There~~



2019 MASTERCARD PROXY	67

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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 revenue		Revenue growth, both organic and through acquisitions, is critical to our short- and long-term success
Adjusted net income/ Adjusted EPS		Net income (annual incentive) and EPS (long-term incentive) are our primary measures of profitability
Total shareholder return		TSR enhances the link and alignment between stockholders and management

As a growth company, revenue growth is ~~no pre-established policy or target~~of 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 cash~~purposes 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 cash~~HRCC and management periodically review the compensation and ~~equity awards granted~~benefit programs for executives and other employees to align them with the ~~NEOs during 2015 were based~~three 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
	Pay for performance
	Align executive compensation with stockholder returns through long-term incentives
	Maintain significant stock ownership requirements and guidelines
	Use appropriate peer groups when establishing competitive compensation
	Review management succession and leadership development programs
	Reward for individual performance but with limits that cap individual payouts in executive incentive plans
	Regularly assess compensation programs to mitigate undue risk taking by executives
	Mandate “double-trigger” provisions for all plans that contemplate a change in control
	Maintain robust clawback and equity award forfeiture policies
	Retain an independent compensation consultant
	Hold an annual say-on-pay advisory vote

	What we don’t do
	No hedging or pledging of Mastercard stock
	No excise tax gross-ups for executive officers
	No tax gross-ups
	No repricing stock options without stockholder approval
	No new evergreen employment agreements
	No dividend equivalents on unvested equity awards
	No guaranteed annual salary increases or bonuses
	No granting of discounted or reload stock options



68	2019 MASTERCARD PROXY

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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



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 vary~~executive 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 PROXY	69

EXECUTIVE COMPENSATION

Annual compensation decision-making process

The following timeline of key events reflects the HRCC’s typical annual decision-making process:




February (current year)	April-September	December	February (following year)
Establish	Evaluate & review	Assess & determine	Approve
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.



70	2019 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 Compensation~~direct compensation for NEOs

The charts shown below illustrate the ~~balance of the elements of~~ total direct compensation mix (using the ~~2015~~2018 year-end target values) for Mr. Banga and the average of the other NEOs:

Chief executive officer target total direct compensation mix

Other named executive officers target total direct compensation mix



~~2016 MasterCard Proxy~~ • 44



~~Executive Compensation • Compensation Discussion and Analysis~~

As these charts demonstrate, a substantial ~~majority~~amount of our NEOs’ target total direct compensation is ~~performance-based~~variable and ~~at-risk.~~at risk and performance based. Target total direct compensation for our ~~CEO~~NEOs is weighted more toward long-term incentives, ~~than the other NEOs,~~ as the HRCC wants to encourage ~~the CEO to primarily~~significant 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 PROXY	71

EXECUTIVE COMPENSATION

Base ~~Salary~~salary

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’s~~Mastercard’s performance.

The base salary for each executive officer is reviewed as part of the annual compensation ~~decision making~~decision-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 ~~2014~~2017 year-end compensation ~~decision making~~decision-making process, with input from its independent consultant, the HRCC recommended ~~and the Board approved, an increase~~NEO 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 ~~Incentive~~incentive

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 ~~goals~~performance 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 measure~~determination 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:

Measurement Weighting 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, ~~amounts~~or bonus, for each ~~executive officer, including the~~of our NEOs ~~the committee discussed and considered their shared responsibility for the~~is determined based on our corporate score and each NEO’s individual performance factor, as ~~well as each individual’s contribution to the~~shown below.



~~2016 MasterCard Proxy~~Corporate 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.



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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 Discussion~~Grow		electronic payments acceptance and ~~Analysis~~market share across core products, including Credit, Debit, Pre-paid and Commercial
Diversify		our business and revenues by working with new customers, including merchants, governments and digital players and broadening financial inclusion for the unbanked and underbanked
Build		creative 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:



Component		Score
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 objectives~~Once 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:



Name	~~Summary of each NEOs’ Primary 2015 Objectives~~	2018 objectives
Ajay Banga	~~Delivering~~	Deliver on key financial metrics and innovation, ~~enhancing~~enhance the perception of ~~MasterCard~~Mastercard in the marketplace, ~~building/strengthening~~build and strengthen relationships with key constituents, ~~driving~~drive organizational culture change, and ~~positioning MasterCard~~position Mastercard for growth as the industry ~~transforms~~undergoes physical and digital convergence
Martina Hund-Mejean	~~Strategic~~	Deliver on key financial metrics (including efficiencies), strategic development and execution, acquisitions and integration, and risk ~~mitigation, implementing the tax strategy and focus on investors~~management
~~Ann Cairns~~Craig Vosburg	~~Revenue growth globally (excluding the North America region) and improving customer satisfaction~~
~~Gary J. Flood~~	~~Global advancement of core and emerging products and growth of MasterCard Advisors~~
~~Chris A. McWilton~~	~~Revenue growth~~Grow revenue in ~~the~~ North America region and ~~improving~~improve customer satisfaction
Ann Cairns & Gilberto Caldart		Grow revenue globally and improve customer satisfaction in markets outside the U.S. and Canada
Tim Murphy		Drive 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 PROXY	73

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 recognition~~result of the ~~strong results he achieved against his 2015 objectives, including engagement with clients, merchants and governments to enhance MasterCard’s perception in~~decisions discussed above, the ~~market, driving innovation, continuing to lead financial inclusion efforts and instilling cultural change throughout~~HRCC approved the ~~organization to position MasterCard for future success.~~

~~The table below sets forth the 2015 threshold, target, maximum and actual payout under the SEAICP~~following annual cash incentive payouts for each of the ~~NEOs:~~NEOs in early 2019:


						2018 base salary		2018 target annual incentive				2018 actual annual incentive
Name	Threshold (50%)	Target (100%)	Maximum (250%)¹	Actual	% of Target		% of base		$		% of target		$
Ajay Banga	$1,200,000	$2,400,000	$6,000,000	$3,588,000	150%	2018 base salary	$1,250,000		200%		$2,500,000		212%		$5,288,090
Martina Hund-Mejean	$406,250	$812,500	$2,031,250	$1,172,438	144%	$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	$1,185,113	146%	$650,000		125%		$336,130		153%		$515,141
Gary J. Flood	$406,250	$812,500	$2,031,250	$1,088,100	134%
Chris A. McWilton	$406,250	$812,500	$2,031,250	$989,381	122%

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 uses~~We use equity grants as the primary means of providing long-term incentives to our employees, including the NEOs. ~~Stock~~Performance stock units, stock options ~~PSUs~~ and restricted stock units (“~~RSUs”~~RSU”) were granted to certain ~~MasterCard~~Mastercard executives and employees in March ~~2015~~2018 during the annual grant cycle. ~~Information regarding~~We 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 Awards~~plan-based awards in ~~2015” table.~~2018” table (see pg 85).

In making its determination on what ~~type~~types of awards to grant, the HRCC considers the following:

~~peer~~Peer group information (see ~~pg 52~~pgs 78-79 for ~~additional~~more information)



~~2016 MasterCard Proxy~~ • 46



~~Executive Compensation • Compensation Discussion and Analysis~~

~~trends~~Trends 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~~

~~the~~The accounting treatment of such awards ~~and~~

~~the~~The 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

~~The~~On March 1, 2018, the HRCC ~~determined that~~granted 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

¹Amounts differ from the Summary Compensation Table due to rounding.



74	2019 MASTERCARD PROXY

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Performance stock units

Performance stock unitsrepresent approximately 50% of the annual long-term incentive ~~awards to each NEO should be in~~grant value. The current PSU plan design as determined by the ~~form of 50% stock options~~HRCC, 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~~

~~provides~~Provides a balanced top and bottom line long-term focus through the use of cumulative ~~3-year~~three-year adjusted net revenue and ~~3-year~~cumulative three-year adjusted EPS metrics (equally weighted):


4◦	~~as 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


4◦	EPS targets take into account an initial assumption for share buybacks

~~enhances~~Enhances 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 ~~and~~to reflect the stockholder experience

~~provides~~Provides a payout range from 0%-200% of the granted ~~units.~~units

Excludes dividends or dividend equivalents prior to vesting

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 Analysis~~2019 MASTERCARD PROXY	75

EXECUTIVE COMPENSATION

~~On March 1, 2015,~~

Stock options

Stock optionsrepresent approximately 50% of the ~~HRCC granted the following aggregate dollar amounts of~~annual 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:~~

Name Stock 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

~~The~~same 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), and~~March 1, 2018, vest in four equal annual installments beginning on March 1, ~~2016. The number~~2019 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 Granted~~previously granted PSU ~~Awards~~awards

In ~~2016,~~2019, following the completion of the ~~3-year~~three-year performance period of ~~2013-2015, MasterCard~~2016-2018, Mastercard settled the PSU awards that were granted in ~~2013. Performance goals~~2016. In February 2016, for purposes of funding the ~~2013~~ PSU awards ~~were established by~~and 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 the~~a target based on average return on equity (“ROE”) over the ~~3-year~~three-year performance period. ~~The minimum, target and maximum goals for~~At this ~~metric and~~time, the ~~actual performance are shown in the below table:~~

Measurement Weighting Minimum Target Maximum Actual
2013 PSU Award 3-year Average ROE 100% 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 committee~~HRCC also determined that the payout rate for the ~~2013~~2016 PSUs would be tied to performance against ~~3-year Net Revenue,~~three-year adjusted net revenue and adjusted EPS goals and ~~Relative~~modified 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 Revenue~~adjusted net revenue and adjusted EPS ~~metrics.~~metrics:

Measurement
Minimum ¹
Target ¹
Maximum ¹
Actual Score
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.

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:

Measurement

Minimum

Target

Maximum

Result

Modifier

Pre-TSR Score

Final 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’s~~Mastercard’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 ~~charts~~tables above, the ~~committee established the 2013~~2016 PSU payout ~~score~~rate 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~~



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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 ~~are~~is 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 by~~For 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 perquisites~~Global mobility program

Our global mobility programs are ~~available~~designed 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 ~~Compensation~~compensation

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 ~~MasterCard~~Mastercard Incorporated Deferral Plan. None of the NEOs elected to defer their ~~2015~~2018 compensation into the plan.

Benefit ~~Programs~~programs

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. ~~MasterCard~~Mastercard maintains several benefit plans and programs in which the NEOs may be eligible to participate. These plans and programs include:

~~MasterCard~~Mastercard Savings Plan ~~(the “Savings~~(“Savings Plan”): a 401(k) retirement plan for U.S. employees, including NEOs. ~~For 2015, the~~The components of the plan ~~included~~include 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-compensated~~highly 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 account~~employee receives an annual contribution to restore the difference between (1) ~~the~~any employer matching ~~and discretionary~~or 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 discretionary~~or other contributions actually earned under the Savings Plan.

~~MasterCard~~Mastercard 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:~~

Health 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.

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 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



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~~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 maintained~~Mastercard’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 IPO~~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 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 2006~~the 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 leaving~~amount of the ~~organization, there are no longer any active SERP participants.~~

~~For more information~~subsidy is based on the ~~MAP~~employee’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.

Name Threshold Target Maximum
Ajay Banga 100% 200% 500%
Martina Hund-Mejean 62.5% 125% 312.5%
Ann Cairns 62.5% 125% 312.5%
Gary J. Flood 62.5% 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:~~



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~~Executive Compensation • Compensation Discussion and Analysis~~2019 MASTERCARD PROXY	77

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

Name Stock Options Performance Stock Units Total
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, 2016~~their 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 design~~coverage 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’s~~Mastercard’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:



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~~Executive Compensation • Compensation Discussion and Analysis~~



	~~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:~~



1	Consider initial list of companies	2	Utilize an objective set of screens to create the list of potential peer companies	3	Apply 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.~~



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~~Executive Compensation • Compensation Discussion and Analysis~~78	2019 MASTERCARD PROXY

EXECUTIVE COMPENSATION

The compensation consultant used ~~this~~the peer group to develop the market data ~~and benchmarking~~ materials that were provided to the HRCC to assist in the ~~2016~~2018 executive compensation ~~decision-making~~decision- making process.

Mastercard’s relative size rank within the peer group used for 2018 compensation decision making is shown below:

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 PROXY	79

~~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, each~~the 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 provides~~was $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 ~~notice~~dividends 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 409A~~vesting. 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 him~~shares 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 NEOs~~all, on February 28, 2022 unless earlier forfeited or accelerated in the event of ~~termination of employment~~death 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-control~~change in control.

The ultimate number of ~~MasterCard~~shares 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 ~~designed~~subject to ~~allow~~a 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 objectively~~achieve 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
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
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	—
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 being~~ownership requirement. Compliance with ownership requirements and guidelines are reviewed by the ~~best interests~~HRCC 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 Termination~~ownership 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~~



80	2019 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, they~~his 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.



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~~Executive Compensation • Compensation Discussion and Analysis~~

Stock ~~Option Grant Practices~~option 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 ~~committee~~HRCC will approve annual equity grants to employees at a meeting prior to March 1 of each year, with the dollar ~~amounts~~amount 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 or~~for 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 ~~Assessment~~assessment

The HRCC has reviewed and assessed ~~MasterCard’s~~Mastercard’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 ~~committee~~HRCC considers the relationship of ~~MasterCard’s~~Mastercard’s risk oversight practices to employee compensation. The ~~committee~~HRCC believes that ~~MasterCard’s~~Mastercard’s compensation program and policies do not create or encourage ~~excessive risk-taking~~risk taking that is reasonably likely to have a material adverse effect on ~~MasterCard. Several features~~Mastercard.

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’s~~future 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, ~~program~~setting minimum levels of compensation, job responsibilities and ~~policies mitigate~~severance arrangements governing the obligations of the parties following a termination of employment (either in connection with, or ~~reduce~~independent of, a change in control of Mastercard), and the ~~likelihood~~potential severance payments to Ms. Hund-Mejean under her employment agreement were approved as part of ~~excessive risk-taking~~the overall employment agreement after consideration by ~~employees, including~~Mastercard 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 Analysis~~2019 MASTERCARD PROXY	81

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—Deductibility~~implications – deductibility of ~~Executive Compensation~~executive 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 order~~Code. 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 CEO~~our Chief Executive Officer, Chief Financial Officer, and certain other current and former executive officers. Prior to ~~each~~the enactment of ~~their three highest compensated executive officers excluding their CEO~~the 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 ~~are~~granted to our NEOs were intended to ~~qualify~~so qualify. However, as ~~performance-based~~of January 1, 2018, compensation ~~and~~paid to our NEOs in excess of $1 million will not be ~~fully~~ deductible unless it qualifies for ~~federal income~~transition relief applicable to certain arrangements in place as of November 2, 2017. Notwithstanding these tax ~~purposes. The committee continues to maintain~~changes, 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 authorized~~changes to Section 162(m) have not significantly impacted the design of our compensation ~~in excess of $1,000,000~~program 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 2015~~this 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 Compensation~~82	2019 MASTERCARD PROXY

EXECUTIVE COMPENSATION

~~SUMMARY COMPENSATION TABLE~~Summary compensation table

The following ~~table summarizes~~tables summarize the total compensation ~~paid or earned~~of our NEOs for ~~2015, 2014~~fiscal 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
2015 1,200,000 — 5,249,860 5,250,005 3,588,000 — 250,598
⁽⁴⁾
15,538,463
2014 1,058,333 — 4,250,048 4,250,017 3,578,000 — 269,643 13,406,041
2013 1,000,000 — 4,250,466 4,249,952 2,535,000 — 327,172 12,362,590
Martina
Hund-Mejean
Chief Financial
Officer
2015 641,667 — 1,625,004 1,624,983 1,172,438 — 57,537
⁽⁴⁾
5,121,629
2014 600,000 — 1,400,076 1,400,020 1,238,250 — 78,806 4,717,152
2013 600,000 — 1,250,236 1,250,073 862,500 — 78,806 4,041,615

Ann Cairns⁽⁵⁾
President,
International
Markets
2015 665,633 — 1,300,023 1,300,001 1,133,678 — 94,137
⁽⁴⁾
4,493,472
2014 619,778 — 1,200,009 1,200,017 1,232,779 — 95,159 4,347,742
2013 585,935 — 1,075,068 1,074,944 1,015,589 — 90,036 3,841,572
Gary J. Flood
President, Global
Products and
Solutions
2015 641,667 — 1,300,023 1,300,001 1,088,100 —
⁽⁶⁾
59,013
⁽⁴⁾
4,388,804
2014 600,000 — 1,300,042 1,299,990 1,190,625 23,664 78,943 4,493,264
2013 600,000 — 1,150,060 1,149,929 1,039,968 17,009 78,943 4,035,909

Chris A. McWilton
President, North
America
2015 641,667 — 1,300,023 1,300,001 989,381 1,622,993
⁽⁶⁾
58,761
⁽⁴⁾
5,912,826
2014 600,000 — 1,200,009 1,200,017 1,193,438 787,158 83,140 5,063,762
2013 600,000 — 1,100,252 1,100,104 948,750 29,708 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
Craig Vosburg President, North America	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

¹Represents 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.

²Represents 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.~~

⁵Cash 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.

⁶Amounts 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 Compensation~~2019 MASTERCARD PROXY	83

EXECUTIVE COMPENSATION

~~ALL OTHER COMPENSATION IN 2015~~All 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 ~~2015~~2018 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 Banga	142,924	104,938	2,736	$218,912	$117,125	$5,250	—	$341,287
Martina Hund-Mejean	—	56,083	1,454	—	$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 Cairns	—	92,073	2,064	—	—	$1,507	—	$1,507
Gary J. Flood	—	56,083	2,930
Chris A. McWilton	—	56,083	2,678

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).

³~~Amounts represent 2015 premiums paid by MasterCard for executive life insurance coverage.~~

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.

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 2015~~Grants of plan-based awards in 2018

The following table sets forth certain information with respect to awards granted during the year ended December 31, ~~2015~~2018 to each of our ~~NEOs.~~NEOs:

Name Grant Date
Date of
Action^1,2
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 Banga 3/1/2015 2/2/2015 303,644 $90.13 $5,250,005
3/1/2015 2/2/2015 26,477 52,954 105,908 $5,249,860
2/2/2015 $1,200,000 $2,400,000 $6,000,000
Martina Hund-Mejean 3/1/2015 2/2/2015 93,984 $90.13 $1,624,983
3/1/2015 2/2/2015 8,196 16,391 32,782 $1,625,004
2/2/2015 $406,250 $812,500 $2,031,250
Ann Cairns 3/1/2015 2/2/2015 75,188 $90.13 $1,300,001
3/1/2015 2/2/2015 6,557 13,113 26,226 $1,300,023
2/2/2015 $406,250 $812,500 $2,031,250
Gary J. Flood 3/1/2015 2/2/2015 75,188 $90.13 $1,300,001
3/1/2015 2/2/2015 6,557 13,113 26,226 $1,300,023
2/2/2015 $406,250 $812,500 $2,031,250
Chris A. McWilton 3/1/2015 2/2/2015 75,188 $90.13 $1,300,001
3/1/2015 2/2/2015 6,557 13,113 26,226 $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 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 ($/Sh)	Grant date fair value of stock and option awards ($)
Name	Grant date	Date of action^1,2	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)			Exercise or base price of option awards ($/Sh)	Grant date fair value of stock and option awards ($)
(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 Compensation~~2019 MASTERCARD PROXY	85

EXECUTIVE COMPENSATION

~~OUTSTANDING EQUITY AWARDS AT 2015 FISCAL YEAR-END~~Outstanding 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 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
($)
Option Expiration Date
Number of Shares or Units of Stock That Have Not Vested
(#)
Market Value of Shares or Units of Stock That Have Not Vested
($)
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
$11,505,810 107,379 $10,454,419
3/1/2010 ³
129,740 — — $23.274 3/1/2020
3/1/2011⁴
278,040 — — $24.036 3/1/2021
3/1/2012 ⁵
189,450 63,150 — $42.043 3/1/2022
3/1/2013 ⁶
172,300 172,300 — $51.830 3/1/2023
3/1/2014⁷
74,353 223,059 — $77.720 3/1/2024
3/1/2015 ⁸
— 303,644 — $90.130 3/1/2025
Martina Hund-Mejean
53,621 ¹⁰
$5,220,541 34,320 $3,341,395
3/1/2011⁴
70,200 — — $24.036 3/1/2021
3/1/2012 ⁵
45,480 15,160 — $42.043 3/1/2022
3/1/2013 ⁶
50,680 50,680 — $51.830 3/1/2023
3/1/2014⁷
24,493 73,479 — $77.720 3/1/2024
3/1/2015 ⁸
— 93,984 $90.130 3/1/2025
Ann Cairns
29,891 ⁹
$2,910,188 28,480 $2,772,813
3/1/2012 ⁵
— 12,630 — $42.043 3/1/2022
3/1/2013 ⁶
43,580 43,580 — $51.830 3/1/2023
3/1/2014⁷
20,994 62,982 — $77.720 3/1/2024
3/1/2015 ⁸
— 75,188 — $90.130 3/1/2025
Gary J. Flood
31,976 ⁹
$3,113,183 29,761 $2,897,531
3/1/2010 ³
4,440 — — $23.274 3/1/2020
3/1/2011 ⁴
42,880 — — $24.036 3/1/2021
3/1/2012 ⁵
45,480 15,160 — $42.043 3/1/2022
3/1/2013 ⁶
46,620 46,620 — $51.830 3/1/2023
3/1/2014⁷
22,743 68,229 — $77.720 3/1/2024
3/1/2015 ⁸
— 75,188 — $90.130 3/1/2025

Chris A.
McWilton

30,591 ⁹
$2,978,340 28,480 $2,772,813
3/1/2011⁴
40,000 — — $24.036 3/1/2021
3/1/2012 ⁵
42,930 14,310 — $42.043 3/1/2022
3/1/2013 ⁶
44,600 44,600 — $51.830 3/1/2023
3/1/2014⁷
20,994 62,982 — $77.720 3/1/2024
3/1/2015 ⁸
— 75,188 — $90.130 3/1/2025

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



86	2019 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.

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.



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EXECUTIVE COMPENSATION

⁵ ~~Represents~~Option 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 ~~which~~that were exercised by, each of our NEOs during the year ended December 31, ~~2015.~~2018:


Name	Option Awards		Stock Awards
Name					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
Name	(b)	(c)	(d)	(e)	(b)	(c)	(d)	(e)
Ajay Banga	64,870	$4,423,206	113,016	$10,264,678	239,020	$36,903,709	95,423	$16,921,361
Martina Hund-Mejean	64,880	$4,838,400	45,966	$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 Cairns	37,890	$1,857,644	22,603	$2,052,917	0	$0	23,630	$4,190,308
Gary J. Flood	14,000	$1,017,863	27,126	$2,463,713
Chris A. McWilton	46,420	$2,958,216	25,619	$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.

Name Plan Name
Number of Years
Credited Service (#)
Present Value of
Accumulated Benefits
($)
Payments During Last
Fiscal Year ($)
(a) (b) (c) (d) (e)
Ajay Banga N/A N/A N/A N/A
Martina Hund-Mejean N/A N/A N/A N/A
Ann Cairns N/A N/A N/A N/A
Gary J. Flood N/A N/A N/A N/A
Chris A. McWilton SERP 11 4,493,993 —


88
~~2016 MasterCard Proxy~~ • 62 2019 MASTERCARD PROXY



~~Executive Compensation~~

EXECUTIVE COMPENSATION

~~POTENTIAL PAYMENTS UPON TERMINATION OR~~Potential payments upon termination
or change in control

~~CHANGE-IN-CONTROL~~

Employment ~~Agreements~~agreements and ~~Arrangements~~arrangements

~~MasterCard~~Mastercard International is party to an employment agreement ~~or arrangement~~ with ~~each~~three 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 than~~HRCC amended and restated the Mastercard International Executive Severance Plan and approved Mr. ~~Flood. MasterCard historically has not amended~~Banga to be eligible to participate in the plan. Severance benefits under the Executive Severance Plan are in lieu of any ~~of these agreements other than~~benefits previously provided for ~~administrative purposes. The~~under Mr. Banga’s employment ~~agreements/arrangements for each NEO~~agreement. 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 ~~days~~days’ 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 past~~and may terminate her 65^th ~~birthday) and is subject to termination either by her~~employment with six ~~months~~months’ written notice or may be terminated by ~~MasterCard~~Mastercard 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 term~~long-term bonus or incentive plan(s) generally available to other executive officers, as well as other applicable ~~MasterCard~~Mastercard International or ~~MasterCard~~Mastercard 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.

~~Termination~~Mandatory retirement

Each executive other than Ms. Cairns is required to retire on the last day of ~~Employment~~the calendar year in which he or she reaches the age of 65.



2019 MASTERCARD PROXY	89

EXECUTIVE COMPENSATION

Events of termination of employment and related payments

Banga ~~Hund-Mejean~~ and ~~McWilton~~Hund-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 ~~Event~~event*	~~Termination Payment~~			Components of termination payment
Termination ~~Event~~event*				Components of termination payment

Death		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-rated~~prorated for year of termination based upon ~~MasterCard’s~~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• For Ms. Hund-Mejean, target annual incentive bonus ~~pro-rated~~prorated 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 ~~Executive~~executive
~~Without Cause, with Good Reason or Non-Renewal by MasterCard International~~		Ÿ~~Annual~~• For Mr. Banga, no additional payments • For Ms. Hund-Mejean, who is retirement-eligible, annual incentive bonus ~~pro-rated~~prorated for year of termination based upon ~~MasterCard’s~~Mastercard’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) Ÿ~~Severance~~• 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 ~~MasterCard~~Mastercard Retiree Health Plan during the severance period ~~and thereafter the~~with retiree contribution levels ~~apply~~applying thereafter Ÿ~~For 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’s~~Mastercard’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 Compensation~~90	2019 MASTERCARD PROXY

EXECUTIVE COMPENSATION

Cairns, Caldart, Murphy and ~~Flood~~Vosburg

Termination ~~Events~~events and ~~Payments~~payments

The following table sets forth termination events and applicable payments for Ms. Cairns and ~~Mr. Flood:~~Messrs. Caldart, Murphy and Vosburg.



Termination ~~Event~~event*	~~Termination Payment~~			Components of termination payment
Termination ~~Event~~event*				Components of termination payment

Death		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-rated~~prorated 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~~		Ÿ~~Annual~~• For Messrs. Murphy and Vosburg, no additional payments • For Ms. Cairns and Mr. Caldart, who are retirement-eligible, annual incentive bonus ~~pro-rated~~prorated for year of termination based upon ~~MasterCard’s~~Mastercard’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’s~~Mastercard’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’s~~Mastercard’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’s~~Mastercard’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 ~~MasterCard~~Mastercard 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	Ÿ~~Annual~~		• Other than Ms. Cairns, annual incentive bonus ~~pro-rated~~prorated for year of termination based upon ~~MasterCard’s~~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, inif not already paid)


*	For certain defined terms used in this table, see Definitions on pg 93-94.



2019 MASTERCARD PROXY	91

EXECUTIVE COMPENSATION

Additional ~~Termination Events~~termination events and ~~Payments~~payments 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, ~~MasterCard~~Mastercard 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 ~~MasterCard~~Mastercard U.K., personal bankruptcy or mental disability as a patient under applicable laws.



~~2016 MasterCard Proxy~~ • 65



~~Executive Compensation~~

“Double ~~Trigger” Change-in-Control Payments~~trigger” Change in Control payments

If, within the six months preceding or two years following a ~~Change-In-Control, either Mr. Flood~~Change in Control, Messrs. Banga, Caldart, Murphy or ~~Ms. Cairns~~Vosburg terminates ~~their~~his employment with ~~MasterCard~~Mastercard International or its successor for Good Reason or is terminated by ~~MasterCard~~Mastercard International or its successor without Cause, he ~~or she~~ will be entitled to the following termination payments:

“~~Double-Trigger” Severance Payments~~Double-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 ~~coverable~~coverage 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 for~~Mastercard Retiree Health Plan during the severance period ~~and thereafter the~~with 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 ~~MasterCard~~Mastercard plans and programs (other than severance payments)

Release of ~~Claims~~claims

Each NEO is required to enter into a ~~separate~~separation agreement and release of claims against ~~MasterCard~~Mastercard International in order to receive payment for severance, ~~Change-in-Control~~Change in Control and other payments on account of termination other than for Cause, with Good Reason or for non-renewal.

Additional ~~Terms~~terms

~~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 ~~Covenants~~covenants

All of the executives are subject to ~~MasterCard~~Mastercard International’s standard restrictive covenants for executive employees, including non-disclosure, non-competition and non-solicitation obligations.



~~2016 MasterCard Proxy~~ • 66



~~Executive Compensation~~92	2019 MASTERCARD PROXY

EXECUTIVE COMPENSATION

In addition, each executive has signed a separate non-compete ~~agreements,~~agreement, including agreements in order to receive ~~long term~~long-term incentive awards and, for at-will employees, specified severance and ~~Change-in-Control~~Change in Control payments as follows:



Executive	~~General~~	~~Long Term Incentive Awards~~	Long-term incentive awards			Severance ~~Plan Payments~~plan payments	~~Change-in-Control Payments~~	Change in Control payments
Executive			Long-term incentive awards			Severance ~~Plan Payments~~plan payments		Change in Control payments
Mr. Banga ~~Ms. Hund-Mejean and Mr. McWilton~~	~~N/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-year~~two-year period preceding the violation	~~N/A~~	~~N/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. Flood~~Ms. 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-year~~two-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) ~~engaging~~engagement in serious misconduct that is injurious to ~~MasterCard~~Mastercard, 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 ~~MasterCard~~Mastercard International not to disclose any information pertaining to ~~MasterCard~~Mastercard 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 ~~MasterCard~~Mastercard or ~~MasterCard~~Mastercard International policies.

Notice of termination for ~~cause~~Cause must state the date of termination and identify the grounds upon which termination is based.



2019 MASTERCARD PROXY	93

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 ~~MasterCard~~Mastercard International to obtain an agreement from any successor to ~~MasterCard~~Mastercard International to assume and agree to perform any employment agreement between the executive and ~~MasterCard~~Mastercard International.



~~2016 MasterCard Proxy~~ • 67



~~Executive Compensation~~

~~Change-in-Control~~Change in Control

Defined as the occurrence of any of the following events (other than by means of a public offering of ~~MasterCard~~Mastercard 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 ~~MasterCard~~Mastercard Board at the time of the initial agreement, or an action of ~~MasterCard’s~~Mastercard’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 are~~Defined 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-control~~Change in Control of ~~MasterCard~~Mastercard, 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 would~~Change 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 ~~could~~can continue to be measured subsequent to the ~~Change-in-Control.~~Change in Control. To the extent achievement of the relevant performance goals ~~could~~can no longer be measured, ~~all of~~the 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, ~~2017~~2019 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 upon~~performance.

If an NEO who is retirement-eligible (as defined in the ~~NEO’s compliance~~LTIP) is terminated without Cause (other than in connection with ~~his~~a 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 Compensation~~94	2019 MASTERCARD PROXY

EXECUTIVE COMPENSATION

Benefit Ajay Banga
Death Disability For Cause Voluntary
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

Benefit Martina Hund-Mejean
Death Disability For Cause Voluntary
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
Death Disability For Cause Voluntary
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 Compensation~~2019 MASTERCARD PROXY	95

EXECUTIVE COMPENSATION


Benefit	Gary J. Flood
Benefit							Martina Hund-Mejean
Benefit	Death	Disability	For Cause	Voluntary	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
Benefit	$—				$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. McWilton~~⁵
~~Benefit~~	~~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



96	2019 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 PROXY	97

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

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.

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.



98	2019 MASTERCARD PROXY

~~EQUITY~~

EXECUTIVE COMPENSATION ~~PLAN INFORMATION~~

Equity compensation plan information

The table below presents information as of December 31, ~~2015~~2018 for the LTIP and our Amended and Restated 2006 Non-Employee Director Equity Compensation Plan, both of which previously have been approved by stockholders. ~~MasterCard~~Mastercard 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 ~~category~~authorizes 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~~

The number of ~~securities~~shares to be issued ~~upon exercise~~pursuant to outstanding PSUs represents the aggregate number of ~~outstanding options, warrants~~PSUs granted in each of 2016, 2017 and ~~rights~~2018, 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 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~~	~~12,487,947~~^{1, 2}	~~$54.15~~ ³	~~60,439,174~~
~~Equity compensation plans~~ ~~not approved by stockholders~~	—	$—	—
~~Total~~	~~12,487,947~~^{1, 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 PROXY	99

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~~
100	2019 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 STATEMENT~~

~~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’s~~Mastercard’s named executive officers, as disclosed in this proxy statement pursuant to the SEC rules, including the Compensation ~~Discussion~~discussion 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 ~~HRCC~~Board 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 ~~2017~~2020 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 information~~additional compensation tables (pgs ~~57 - 71)~~



83~~2016 MasterCard Proxy~~ • 72-98)



~~Audit~~2019 MASTERCARD PROXY	101

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
06	This 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.



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AUDIT



Proposal 3: Ratification of the appointment of independent registered public accounting firm for 2019		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 2019

The Audit Committee is responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm retained to audit ~~MasterCard’s~~Mastercard’s financial statements. The Audit Committee has appointed ~~PwC~~PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm to audit the financial statements of ~~MasterCard~~Mastercard 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 ~~MasterCard~~Mastercard 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 ~~MasterCard~~Mastercard 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-Approval~~pre-approval of ~~Audit~~audit and ~~Non-Audit Services~~

non-audit services

The Audit Committee and ~~MasterCard~~Mastercard have adopted policies and procedures pertaining to the provision by ~~MasterCard’s~~Mastercard’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-approval~~prior 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. ~~MasterCard~~All fees paid ~~no fees~~ to PwC in ~~2015~~2018 in connection with engagements ~~that~~ were ~~not~~ pre-approved in accordance with ~~MasterCard’s~~Mastercard’s policies and procedures.



~~2016 MasterCard Proxy~~ • 73



~~Audit~~

The Audit Committee and ~~MasterCard~~Mastercard 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 ~~chairman~~Chairman 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 PROXY	103

AUDIT

Audit fees and all other fees

Set forth below are the aggregate audit and non-audit fees billed to ~~MasterCard~~Mastercard by PwC for ~~2015~~2018 and ~~2014~~2017 (in thousands):

Type of Fees Description 2015 2014
Audit Fees For 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 Fees For 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’s~~Mastercard’s Audit Committee operates under a written charter adopted by the Board. You can ~~view~~find 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 ~~Evaluation~~evaluation of ~~Independent Registered Public Accounting Firm~~

independent registered public accounting firm

As noted above, the Audit Committee assists the ~~Board’s~~Board 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 ~~PCAOB~~Public 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 ~~them~~it to ~~MasterCard~~Mastercard during ~~2015~~2018 was compatible with ~~their~~its independence. The Audit Committee concurred with PwC’s conclusion that ~~they are~~PwC is independent from ~~MasterCard~~Mastercard 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



~~Audit~~2019 MASTERCARD PROXY	105

AUDIT

In addition to the firm’s independence and integrity, the Audit Committee considered:

PwC’s competence and ~~its~~ compliance with ~~regulations~~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 ~~and~~

~~The firm’s~~PwC’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 ~~MasterCard~~Mastercard and our stockholders.

~~2015 Audited Financial Statements~~2018 audited financial statements and ~~Internal Controls~~

internal controls

Management is responsible for establishing effective internal controls over financial reporting and preparing ~~MasterCard’s~~Mastercard’s consolidated financial statements. PwC is responsible for:

auditing and reporting on ~~MasterCard’s~~Mastercard’s consolidated financial statements in accordance with the standards of the PCAOB ~~and~~

expressing an integrated opinion as to whether ~~MasterCard’s~~Mastercard’s financial statements conform in all material respects with ~~generally accepted accounting principles in the United States of America~~Generally Accepted Accounting Principles (“GAAP”) and whether ~~MasterCard’s~~Mastercard’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’s~~Mastercard’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 ~~matters~~matters; 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’s~~Mastercard’s consolidated financial statements. As part of these discussions, management represented to the Audit Committee that ~~MasterCard’s~~Mastercard’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 on~~Mastercard’s 2018 Form 10-K ~~for the year ended December 31, 2015~~ for filing with the SEC.

~~THE AUDIT COMMITTEE~~The 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



106	2019 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 Voting~~only if properly presented.



2019 MASTERCARD PROXY	107

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



108	2019 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 PROXY	109

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.



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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 PROXY	111

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.



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STOCK OWNERSHIP INFORMATION



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



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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 52^ndStreet	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.

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.



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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



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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	54,205^3,5	50,176	104,381^3,5
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)	962,771^2,3,4,6,7,8	2,803,558	3,766,329^{1,2,3,4,6,7,8}

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.



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ABOUT THE ANNUAL MEETING AND VOTING



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



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ABOUT THE ANNUAL MEETING AND VOTING

Why am I receiving these proxy materials?

WeYou are ~~providing~~receiving 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 ~~MasterCard~~Mastercard 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) ~~the~~a Notice ~~containing instructions on~~of Internet Availability of Proxy Materials (“Notice”), which explains how to access the proxy materials online and to make ~~such~~the 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 may~~to 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 ~~about~~explaining how ~~you may~~to request ~~to receive a copy electronically or in~~ printed ~~form~~materials on a one-time or ~~on-going~~ongoing 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 of~~allow you to receive your materials ~~while lowering~~faster and also will lower costs and ~~reducing~~reduce the environmental impact of our Annual Meeting by reducing the printing and mailing of full sets of materials.

~~In addition to~~Our proxy materials include this proxy statement ~~our proxy materials include~~and the ~~Annual Report, which includes the 2015~~2018 Form 10-K.

Copies of the ~~2015~~2018 Form 10-K ~~as well as~~and 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~~

~~2015~~the 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:




~~MasterCard~~	Mastercard Incorporated Office of the Corporate Secretary 2000 Purchase Street Purchase, ~~New York~~NY 10577	or	Morrow Sodali LLC 470 West Avenue Stamford, CT 06902 Telephone: 203.658.9400
	Attention: Janet McGinness corporate.secretary@mastercard.com ~~Fax: (914) 249-4366~~Telephone: 914.249.2000	or
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-traded~~publicly 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,~~ ~~1,078,314,947~~26, 2019, 1,009,861,843 shares of C~~lass~~Class 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 ~~Law~~law 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 ~~are~~may 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 ~~MasterCard~~Mastercard for ~~2016~~2019
4. Consideration of two stockholder proposals if properly presented
~~Act~~Action on any other business which may properly come before the Annual Meeting or any adjournment or postponement ~~thereof.~~of the Annual Meeting



118	2019 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, ~~Computershare~~EQ 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 ~~submit~~give specific voting instructions to your ~~brokers, banks~~broker, bank or other ~~nominees, they~~nominee, 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 2	Advisory approval of our executive compensation
• Proposals 4-5	Stockholder proposals
On the following routine proposal, your broker, bank or other nominee may vote in its discretion without instruction from you:
• Proposal 3	Ratification 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?


Proposal			Voting choices	Board recommendation
~~Proposal~~	~~Voting Choices~~	~~Board~~ ~~Recommendation~~
	~~Elect~~Election 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
	~~Approve on an advisory basis MasterCard’s~~Advisory approval of Mastercard’s executive compensation		For Against Abstain	For
	~~Ratify~~Ratification of the appointment of PwC as our independent registered public accounting firm for ~~2016~~2019		For Against Abstain	For
~~For~~ ~~Against~~ ~~Abstain~~	Stockholder proposals		For Against Abstain	Against

What vote is needed to elect directors?

~~Each~~Since 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 stockholders~~than “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 ~~candidates~~nominees who fail to receive a majority of votes cast in an uncontested election ~~would fail to~~will not be elected.

To be ~~re-nominated~~renominated to serve on the Board, incumbent directors must ~~submit~~provide an irrevocable ~~resignations~~resignation to the Board that ~~are~~is effective only ~~upon:~~when: (1) the director does not ~~receiving~~receive a majority of the votes cast in an uncontested election and (2) the ~~Board’s subsequent acceptance of~~Board accepts the proffered resignation. If an incumbent director ~~fails to~~does 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.



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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 ~~candidate~~nominee 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 ~~Requirements~~requirements	~~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 compensation	~~Affirmative vote of~~	A majority of votes cast by Class A stockholders ~~(to~~must be ~~approved on an advisory and non-binding basis)~~“for” the proposal		No effect on outcome		No effect on outcome
3	~~Ratify~~ Ratification of the appointment of PwC as our independent registered public accounting firm for ~~2016~~2019	~~Affirmative vote of~~	A majority of votes cast by Class A stockholders must be “for” the proposal (ratification not required by applicable laws)		No effect on outcome		Not 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 proposal		No effect on outcome		No 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, 2016~~24, 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 to~~Under 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 ~~MasterCard~~Mastercard 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 ~~provided~~included on your Notice.



~~2016 MasterCard Proxy~~ • 80



~~About the Annual Meeting and Voting~~120	2019 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 ~~MasterCard~~Mastercard Incorporated at 2000 Purchase Street, Purchase, ~~New York~~NY 10577, Attention: Janet McGinness, by notice that is received no later than 11:59 p.m. (Eastern time) on June ~~27, 2016~~24, 2019

executing and returning a subsequent proxy that is received no later than 11:59 p.m. (Eastern time) on June ~~27, 2016~~24, 2019

subsequently authorizing the individuals designated by ~~MasterCard~~Mastercard 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 ~~closing~~close 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

~~Attendance~~Attending the Annual Meeting in person or by representative ~~at the Annual Meeting~~ will not ~~in and of itself constitute revocation of~~revoke a proxy. ~~If you plan to vote~~You can find more information on voting your shares in person at the Annual Meeting ~~see~~below 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 that~~should any nominee ~~would~~ be unable to serve, the persons designated as proxies reserve full discretion to vote for another ~~person. In~~person or the ~~event~~Board 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 ~~and~~or agents of ~~MasterCard~~Mastercard 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.’s~~Morrow 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 sent~~We 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 ~~address~~address) 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 PROXY	121

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 ~~bank~~broker or ~~broker~~bank 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:




	~~2016 MasterCard Proxy~~By •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 MATTERS~~Other 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



122	2019 MASTERCARD PROXY

SUBMISSION OF 2020 PROPOSALS AND NOMINATIONS


~~Appendix A~~
	Submission of 2020 proposals and nominations
10	Deadlines 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 PROXY	123

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.



124	2019 MASTERCARD PROXY

APPENDICES



	Appendices
11



2019 MASTERCARD PROXY	125

APPENDICES

Appendix A:
Non-GAAP financial measures
and GAAP ~~RECONCILIATIONS~~reconciliations

Non-GAAP ~~Financial Information~~

financial information

In this proxy statement, ~~MasterCard discloses~~we disclose non-GAAP financial measures for net income and diluted earnings per share, ~~(as well as~~excluding 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 on~~the 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 both~~litigation 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 ~~termination~~carryback 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 ~~qualified~~net deferred tax asset in the U.S. ~~defined benefit pension plan (the “U.S. Employee Pension Plan Settlement Charge”)~~ and the recognition of a ~~charge~~deferred tax liability related to a ~~U.K. merchant~~change 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 during~~judgments and settlements related to interchange and other one-time items, as well as the ~~year ended December 31, 2015. Each~~related tax impacts.

In addition, we present growth rates adjusted for the impact of ~~these items~~foreign currency, which is a non-GAAP financial measure. ~~MasterCard excluded these items because MasterCard’s management monitors significant one-time items separately from ongoing operations~~Currency-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 believes~~transactional 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’s~~our operating performance and provide a meaningful comparison of ~~its~~our 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 ~~its~~our 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~~



126	2019 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, 2014 Year-over-year Growth
Actual Special Items (a) Non-GAAP Actual Actual Special Items (a) Foreign Currency (b) Non-GAAP
Net Revenue $9,667 — $9,667 $9,441 2% — (6)% 8%
Operating Income $5,078 $140 $5,218 $5,106 (1)% (3)% (7)% 10%
Operating Margin 52.5% 54.0%
Net Income $3,808 $95 $3,903 $3,617 5% (3)% (7)% 15%
Diluted Earnings per Share $3.35 $0.08 $3.43 $3.10 8% (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 PROXY	127

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 reported		19%
Cross-border volume, normalized		18%

Switched transactions as reported		13%
~~2016 MasterCard Proxy~~ Switched transactions, normalized• 84¹		17%


¹	Adjusted for the deconsolidation of Venezuela subsidiaries.



~~Appendix B~~128	2019 MASTERCARD PROXY

~~Appendix B~~

~~GLOSSARY OF ACRONYMS AND TERMS~~

~~USED IN THIS PROXY STATEMENT~~



~~Term~~		~~Description~~
~~Class A common stock~~		~~Class A common stock, par value $0.0001 per share~~
~~Class A stockholder~~		~~Holder of shares of Class A common stock~~
~~Class B common stock~~		~~Class B common stock, par value $0.0001 per share~~
~~Delaware Law~~		~~General Corporation Law of the State of Delaware~~
~~DSU~~		~~Deferred Stock Unit~~
~~Exchange Act~~		~~Securities Exchange Act of 1934, as amended~~
~~2015 Form 10-K~~		~~Annual Report on Form 10-K for the year ended December 31, 2015 that was filed with the SEC on February 12, 2016~~
~~GAAP~~		~~Generally Accepted Accounting Principles in the United States of America~~
~~HRCC~~		~~Human Resources and Compensation Committee of the Board~~
~~IPO~~		~~MasterCard’s initial public offering in May 2006~~
~~Internal Revenue Code~~		~~Internal Revenue Code of 1986, as amended~~
~~LTIP~~		~~Long Term Incentive Plan~~
~~MasterCard International~~		~~MasterCard International Incorporated~~
~~NCG~~		~~Nominating and Corporate Governance Committee of the Board~~
~~NEO~~		~~Named Executive Officer~~
~~NYSE~~		~~New York Stock Exchange~~
~~PCAOB~~		~~Public Company Accounting Oversight Board~~
~~PSU~~		~~Performance Stock Unit~~
~~PwC~~		~~PricewaterhouseCoopers LLP~~
~~RSU~~		~~Restricted Stock Unit~~
~~SEAICP~~		~~Senior Executive Annual Incentive Compensation Plan~~
~~SEC~~		~~United States Securities and Exchange Commission~~
~~TSR~~		~~Total Shareholder Return~~



~~2016 MasterCard Proxy~~ • 85

~~A world beyond cash~~

~~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 us~~



¨		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~~

Mastercard Incorporated
(Name of Registrant as Specified ~~In Its~~in 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:



2	~~Very truly yours,~~



	~~Richard Haythornthwaite~~	~~Ajay Banga~~
	~~Chairman of the Board~~	~~President and Chief Executive Officer~~2019 MASTERCARD PROXY



1.~~Elect~~	When Tuesday, June 25, 2019 at 8:30 a.m. (Eastern time)	Where Mastercard Incorporated 2000 Purchase Street Purchase, New York	Record date April 26, 2019	Who can vote Holders of Mastercard’s Class A common stock at the 12close of business on April 26, 2019



1	Election of the 15 nominees named in the ~~accompanying~~ proxy statement to serve on ~~MasterCard’s~~Mastercard’s Board of Directors	FOR each director nominee	See pg 20	How to vote in advance Your vote is important. Please vote as ~~directors~~soon as possible by one of the methods shown below. Be sure to have your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials in hand and follow the below instructions:
2. ~~Approve on an advisory basis the MasterCard’s~~2	Advisory approval of Mastercard’s executive compensation	FOR	See pg 101
3. ~~Ratify~~3	Ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for ~~MasterCard~~Mastercard for ~~2016~~2019	FOR	See pg 103
4–5	Consideration of two stockholder proposals, if properly presented by the relevant stockholder proponents	AGAINST	4.See pg ~~Act on any~~107
Any other business which may properly come before the ~~Annual Meeting~~2019 annual meeting or any adjournment or ~~postponement thereof~~postponement.

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.
			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		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 ~~MasterCard~~Mastercard Incorporated’s Proxy Statement for the 2019 Annual Meeting of Stockholders (the “Proxy Statement”) and ~~2015~~2018 Annual Report on Form 10-K (the “2018 Form 10-K”) are available at www.proxyvote.com.



	01	02	03	04	05
Proxy summary	Strategy	Corporate governance	Culture and sustainability	Management committee	Executive compensation
7	16	18	52	55	63	88
Proxy summary	Strategy	Corporate	Culture of decency	Management	Executive	Option exercises
		governance		committee	compensation	and stock vested
			53	members		in 2018
		20	Sustainability		64
		Proposal 1:		56	Compensation	89
		Election of directors		Executive officers	discussion	Potential
					and analysis	payments
		39				upon termination
		Board and			82	or change
		committees			Compensation	in control
					committee report
		46				99
		Director			83	Equity
		independence			Summary	compensation
		and related party			compensation	plan information
		transactions			table
						100
		48			84	CEO pay ratio
		Director			All other	disclosure
		compensation			compensation
					in 2018	100
						Compensation
					85	committee
					Grants of plan-	interlocks
					based awards	and insider
					in 2018	participation

					86	101
					Outstanding	Proposal 2:
					equity awards	Advisory approval
					at 2018	of Mastercard’s
					fiscal year end	executive
						compensation



	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,

	Richard Haythornthwaite Chairman of the Board	Ajay Banga President and Chief Executive Officer



	Page		Page
Proxy Summary	1	Audit	73
Corporate Governance	7	Proposal 3: Ratification of the Appointment of Independent Registered Public Accounting Firm for 2016	73
Proposal 1: Election of Directors	8	Auditor’s Services and Fees	73
Board and Committees	19	Audit Committee Report	74
Director Independence and Related Party Transactions	25	About the Annual Meeting and Voting	77
Director Compensation	28	Important Dates Related to the 2017 Annual Meeting	83
Sustainability	30	Other Matters	83
Management	32	Appendix A: Non-GAAP Financial Measures and GAAP Reconciliations	84
Executive Officers	32	Appendix B: Glossary of Terms Used in this Proxy Statement	85
Management Committee	35
Stock Ownership Information	36
Executive Compensation	39
Compensation Discussion and Analysis	39
Compensation Committee Report	56
Compensation Committee Interlocks and Insider Participation	56
Summary Compensation Table	57
All Other Compensation in 2015	58
Grants of Plan-Based Awards in 2015	59
Outstanding Equity Awards at 2015 Fiscal Year-End	60
Option Exercises and Stock Vested in 2015	61
Pension Benefits in 2015	62
Potential Payments Upon Termination or Change-In-Control	63
Equity Compensation Plan Information	71
Proposal 2: Advisory Approval of the MasterCard’s Executive Compensation	72



~~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~~



Item	Proposals	Board Vote Recommendation	Page #
1	Election of 12 directors	FOR each director nominee	8
2	Advisory approval of MasterCard’s executive compensation	FOR	72
3	Ratification 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 Occupation	Independent	Committee Memberships
Richard Haythornthwaite	59	2006	Non-Executive Chairman, Centrica PLC	ü	², NCG
Ajay Banga	56	2010	President and Chief Executive Officer, MasterCard Incorporated		—
Silvio Barzi	68	2008	Former Senior Advisor and Executive Officer, UniCredit Group	ü	Audit, HRCC
David R. Carlucci	62	2006	Former Chairman and Chief Executive Officer, IMS Health Incorporated	ü	NCG
Steven J. Freiberg	59	2006	Senior Advisor, The Boston Consulting Group	ü	Audit (Chair), +, HRCC
Julius Genachowski	53	2014	Managing Director and Partner, The Carlyle Group	ü	HRCC
Merit E. Janow	58	2014	Dean, School of International and Public Affairs, Columbia University	ü	NCG
Nancy J. Karch	68	2007	Director Emeritus, McKinsey & Company	ü	NCG (Chair)
Oki Matsumoto	52	Nominee	Managing Director, Chairman and CEO, Monex Group, Inc.	ü	—
Rima Qureshi	51	2011	Senior Vice President, Chief Strategy Officer and Head of M&A, Ericsson	ü	Audit
José Octavio Reyes Lagunes	64	2008	Former Vice Chairman, The Coca-Cola Export Corporation, The Coca-Cola Company	ü	HRCC (Chair)
Jackson Tai	65	2008	Former Vice Chairman and Chief Executive Officer, DBS Group and DBS Bank Ltd.	ü	Audit, +, NCG



üStrategy	~~Independent Director~~	²Our Board nominees	~~Chairman of the Board~~
~~Audit~~Enabled by brand, data, technology and people	~~Audit Committee~~	~~NCG~~Our Board recommends you vote “FOR” each director nominee	~~Nominating and Corporate Governance Committee~~
~~HRCC~~	~~Human Resources and Compensation Committee~~	+	~~Audit Committee Financial Expert~~



				60 Average age of our director nominees is 60
93%	27%	40%		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	6.0 Average tenure of director nominees is 6 years


~~Proxy Summary~~

Public company board experience	Global perspective	CEO experience	Regulatory & governmental	Consumer	Payments	Financial	Digital & 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



Gross dollar volume YOY (local currency basis)	Switched transactions YOY	Cross-border volume growth YOY (local currency basis)
$5.9T	73.8B
		18%²
14%	17%^2,3


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.


*	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.



Our Board recommends you vote “FOR” our “say-on-pay” proposal



Align the short- and long-term interest of our stockholders with that of our executives	Pay that is significantly performance based	Compensation that is competitive and attracts and retains executives



Our Board recommends you vote “FOR” the ratification of PricewaterhouseCoopers LLP



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



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



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-8		December 31, 2019
Earliest date to submit director nominations or other business to be presented at our annual meeting		February 26, 2020
Last date to submit director nominations or other business to be presented at our annual meeting		March 27, 2020



	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.



	Corporate governance
02	We 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.



Board structure and practices	Risk management and compensation	Social 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



~~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


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.



~~Compensation~~		~~OUR BOARD RECOMMENDS~~ ~~YOU VOTE “FOR” OUR “SAY-ON-PAY” PROPOSAL~~



~~Executive officer goals are linked with stockholder interests~~	~~Pay is significantly~~ ~~performance-based~~	~~Compensation opportunities are competitive to attract and retain talented employees~~



~~We Do~~		~~We Do Not~~
ü	~~Pay for performance (see pg 39)~~	x	~~Permit hedging of MasterCard stock~~
ü	~~Align executive compensation with stockholder returns through long-term incentives (see pg 46)~~	x	~~Provide new tax “gross-ups” for executive officers~~
ü	~~Include clawback provisions in our incentive plans and performance stock unit grant agreements (see pg 55)~~	x	~~Provide tax “gross-ups” for perquisites~~
ü	~~Set significant stock ownership guidelines for executives and non-employee directors (see pgs 54 and 28)~~	x	~~Reprice options~~



Type of Fees	Description	2015	2014
Audit Fees	For 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 Fees	For 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

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.