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A W O R L D B E Y O N D C A S H : O U R J O U R N E Y C O N T I N U E S
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 | Notice of 2015 Annual Meeting of Stockholders and Proxy Statement | |||
28, 2015
Once again, we are using the U.S. Securities and Exchange Commission rule that allows companies to furnish their proxy materials over the Internet. Accordingly, we are mailing to our stockholders (other than those who previously requested electronic or paper delivery) a Notice of Internet Availability of Proxy Materials (the “Notice”) instead of a paper copy of our proxy materials. The Notice contains instructions on how to access these online, as well as how you may request a paper copy. If you receive a paper copy of the materials, it will include a proxy card. If you receive a Notice by mail, you will not receive a paper copy of the materials unless you specifically request one. We believe electronic delivery will expedite your receipt, while lowering costs and reducing the environmental impact of our Annual Meeting by reducing printing and mailing of full sets of materials.
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9, 2015 , 2015. 28, 2015 Item Management Proposals Page Reference (for more detail) Advisory approval of the Company’s executive compensation FOR 76 3 Ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for 2013 FOR 77 Director Since Richard Haythornthwaite* Ajay Banga Silvio Barzi* David R. Carlucci* Steven J. Freiberg* Nancy J. Karch* Marc Olivié* Rima Qureshi* José Octavio Reyes Lagunes* Mark Schwartz* Jackson P. Tai* Edward Suning Tian* A and non-employee directors on December 31, 2014. 1. Pay is significantly performance-based Compensation opportunities are competitive to attract and retain talented employees What We Do 30, 2015. 13, 2015. The materials also include a Letter to Shareholders. Janet McGinness Jersey 07310 of the meeting. Class A Stockholders of record as of the close of business on quorum. on the non-routine proposals of election of directors (Proposal 1) on the routine proposal of ratification of the appointment of PwC as 1 3 New director candidates who fail to receive a majority of votes cast in an uncontested election would fail to be elected. To be re-nominated to serve on the Board, incumbent directors must submit irrevocable resignations to the Board that are effective only upon: (1) the director not receiving a majority of the votes cast in an uncontested election and (2) the Board’s subsequent acceptance of the proffered resignation. If an incumbent director fails to receive a majority of the votes cast in an uncontested election, the Board would then evaluate and act on the proffered resignation within 90 days of the election, taking into account the recommendation of the Nominating and Corporate Governance Committee (the Any vacancies resulting from the Plurality voting (by which directors receiving the greatest number of votes cast are elected) Annual Meeting and Voting Proposal 2 Not applicable – notifying in writing the Office of the Corporate Secretary of MasterCard Incorporated, at 2000 Purchase Street, Purchase, New York 10577, executing and returning a subsequent proxy; subsequently authorizing the individuals designated by the Company 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; or appearing in person or by representative with a signed proxy and voting at the Annual Meeting. Janet McGinness Jersey 07310 1: ELECTION OF DIRECTORS whom are independent. Perspective in which senior executive level positions business and/or regulatory bodies "Director Qualifications". Richard Haythornthwaite (Chairman) companies in highly regulated industries and UK government bodies focused on risk and regulation Proposal 1 of The Dow Chemical Company (compensation and leadership development committee), and served as a director of Kraft Foods Inc. (January 2007 to May 2012), each a public company. He also previously served as a director of privately-held Querica Software. 1992). Mr. Carlucci currently serves as a director of Mallinckrodt public limited company (human resources and compensation committee chairman), a public company. organization. Ms. Qureshi is a member of the supervisory board of Wolters Kluwer, a public company. City, a charitable organization. Qualifications and Experience companies that invest in or are focused on technology, telecommunications, broadband and media in China and throughout the Asia Pacific region Name (a) Fees Earned (b) Stock (c) Option (d) Non-Equity Plan ($) (e) Change in (f) All Other (g) Total ($) (h) Richard Haythornthwaite(3) Silvio Barzi(4) David R. Carlucci(5) Steven J. Freiberg(6) Nancy J. Karch(7) José Octavio Reyes Lagunes(8) Marc Olivié(9) Rima Qureshi(10) Mark Schwartz(11) Jackson P. Tai(12) Edward Suning Tian(13) The Company has an independent non-executive The Board does not have a specific policy regarding the separation of the roles of charter. The following For Each committee charter is Attention: Janet McGinness Attention: Janet McGinness. Mr. Flood Network for Teaching Entrepreneurship (NFTE). Mr. Macnee
2000 Purchase Street
Purchase, New York 1057720132015 ANNUAL MEETING OF STOCKHOLDERS18, 201320132015 Annual Meeting of Stockholders (the “Annual Meeting”"Annual Meeting") of MasterCard Incorporated (the “Company”"Company") will be held on Tuesday, June 18, 2013,9, 2015, at 8:30 a.m. (Eastern time) at the MasterCard Incorporated headquarters, 2000 Purchase Street, Purchase, New York, to:1. Elect the 1213 nominees named in the accompanying proxy statement to serve on the Company’sCompany's Board of Directors as directors;2. Approve on an advisory basis the Company’sCompany's executive compensation;3. Approve the Company's Amended and Restated Senior Executive Annual Incentive Compensation Plan; 4. Ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for 2013;2015; and4.5. Act on any other business which may properly come before the Annual Meeting or any adjournment or postponement thereof. 19, 201315, 2015 has been fixed as the record date for determining those stockholders entitled to vote at the Annual Meeting and any adjournments or postponements of the Annual Meeting. A list of eligible stockholders of record as of the close of business on the record date will be available for inspection for any purpose germane to the meeting during normal business hours 10 days prior to the Annual Meeting at the offices of the Company’sCompany's Corporate Secretary at 2000 Purchase Street, Purchase, New York and at the Annual Meeting by any stockholder or the stockholder’s attorney or agent.25, 2013.28, 2015.IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERSMasterCard Incorporated’s Proxy Statement and 2012 Annual Reportare available at www.proxyvote.com.
are available at www.proxyvote.com.Notice or, ifNotice. 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 form. If you attend the meeting, you may vote in person, which will revoke any proxy you have already submitted. You may also revoke your proxy at any time before the meeting by notifying us in writing, or by subsequently authorizing the individuals designated by the Company to vote your interests by calling the toll-free telephone number or by using the Internet as described in the instructions included on your Notice.“Questions"Questions and Answers about the Annual Meeting and Voting - What do I need to do if I would like to attend the Annual Meeting”Meeting?" in the attached proxy statement for further instructions.The17, 2013.8, 2015 for your vote to be counted. Internet and telephone voting facilities will close at 11:59 p.m. Eastern time on June 17, 2013.By Order of the Board of Directors
Bart S. GoldsteinCorporate Secretary8By Order of the Board of Directors 
Janet McGinness Corporate Secretary 25, 2013MasterCard Incorporatedi2013 Proxy Statement Page Page 
“Proxy Statement”"Proxy Statement") about MasterCard Incorporated ("MasterCard", the "Company", "we" , "us" or "our"). This summary does not contain all the information that you should consider and you should read the entire Proxy Statement before voting. For more information on the 2012 financial and operating performance of MasterCard Incorporated (“MasterCard”, the “Company”, “we” or “our”), please review the Company’s Annual Report on Form 10-K for the year ended December 31, 2012 that was filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 14, 2013 and can be found on the Company’s website at http://www.mastercard.com by clicking on “About our Company” and “Investor Relations”. The Form 10-KAnnex A to this Proxy Statement includes on pages 41 and 47, reconciliations of and the reasons for presenting, thefinancial measures presented in accordance with generally accepted accounting principles (GAAP) to non-GAAP financial measures (presenting the exclusion of special items of provisions recorded in 2011 ($770 million pre-tax, or $495 million on an after-tax basis) and 2012 ($20 million pre-tax, or $13 million on an after-tax basis) related to the U.S. merchant litigations) included in this summary and in the “Compensation"Compensation Discussion and Analysis”Analysis" below, in this Proxy Statement.and the reasons for presenting these non-GAAP financial measures2013.18, 2013,9, 2015, 8:30 a.m., Eastern time19, 201315, 2015“Class"Class A common stock”stock"), as of the record date (each a "Class A Stockholder") are entitled to vote on all matters (each a “Class A Stockholder”).matters. Board Vote
Recommendation 1 Election of 12 directors FOR each director nominee 11 2 Members of 1 Election of 13 directors FOR each director nominee 12 2 Advisory approval of the Company's executive compensation FOR 76 3 Approval of the Amended and Restated Senior Executive Annual Incentive Compensation Plan FOR 77 4 Ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for 2015 FOR 80 of Directors Name Age at
Annual
Meeting Primary Occupation Committee
Memberships 56 2006 President, PSI UK Ltd. 
A, NCG (CH) 53 2010 President and Chief Executive Officer, MasterCard Incorporated – 65 2008 Former Senior Advisor and Executive Officer, UniCredit Group A, HR 59 2006 Former Chairman and Chief Executive Officer, IMS Health Incorporated HR (CH) 56 2006 Senior Advisor, The Boston Consulting Group – 65 2007 Director Emeritus, McKinsey & Company A, NCG 59 2006 President and Chief Executive Officer, W.C. Bradley Co. A, HR 48 2011 Senior Vice President – Strategic Projects, Ericsson HR 61 2008 Vice Chairman – Coca-Cola Export Corporation, The Coca-Cola Company HR 59 2006 Vice Chairman, The Goldman Sachs Group, Inc.; Chairman, Goldman Sachs Asia Pacific A (CH) (F), NCG 62 2008 Former Vice Chairman and Chief Executive Officer, DBS Group and DBS Bank Ltd. A (F) 49 2006 Chairman, China Broadband Capital Partners, L.P. NCG *Independent DirectorAAudit CommitteeHRHuman Resources and Compensation CommitteeChairman of the BoardName Primary Occupation Independent Richard Haythornthwaite 58 2006 Non-Executive Chairman, Centrica PLC ü Ajay Banga 55 2010 President and Chief Executive Officer, MasterCard Incorporated — Silvio Barzi 67 2008 Former Senior Advisor and Executive Officer, UniCredit Group A, HR David R. Carlucci 60 2006 NCG Steven J. Freiberg 58 2006 Senior Advisor, The Boston Consulting Group A (Chair), +, HR Julius Genachowski 52 2014 Managing Director and Partner, The Carlyle Group HR Merit E. Janow 57 2014 Dean, School of International and Public Affairs, Columbia University NCG Nancy J. Karch 67 2007 Director Emeritus, McKinsey & Company A, NCG (Chair) Marc Olivié 61 2006 President and Chief Executive Officer, W.C. Bradley Co. A, HR Rima Qureshi 50 2011 A, HR José Octavio Reyes Lagunes 63 2008 HR (Chair), NCG Jackson P. Tai 64 2008 A, +, NCG Edward Suning Tian 51 2006 Chairman, China Broadband Capital Partners, L.P. NCG NCGNominating and Corporate Governance CommitteeCHChairFAudit Committee Financial ExpertMasterCard Incorporated12013 Proxy StatementGovernance HighlightsWe have taken numerous steps since the time of the Company’s initial public offering in May 2006 (the “IPO”) to continually enhance our proactive approach to corporate governance. Highlights include:Completed phase-in of our declassified Boardü Independent non-executive ChairpersonDirector² Chairman of the Board Audit Committee NCG Nominating and Corporate Governance Committee HR Human Resources and Compensation Committee + Audit Committee Financial Expert 
2015 Proxy Statement • 1
A declassified Board Active Board oversight of risk and risk management Majority voting for our director elections 11 of our 12 Board members are independentActive Board oversight of risk of the CompanyAnnual Board and committee self-assessmentsEnhanced political disclosure on our websiteOur independent directors meet frequently in executive sessions Implemented stockStock ownership guidelines for executive officersboardBoard engagement in managing talent and long-term succession2012performance, despite challenging global economic and financial conditions.performance. The Company’sCompany's performance has resulted in the substantial appreciation of the Company’sour stock price from a $39split-adjusted price of $3.90 per share price at the time of our IPOinitial public offering in May 2006 ("IPO") to a closing stock price of approximately $522$86.16 per share as of April 19, 2013.
2015 Proxy Statement • 22012,2014, MasterCard again had strong annual operational and financial performance, including the following highlights:
1. Net revenueGrowth rates exclude special item consisting of $7.4 billion, an increase of 13% versus 2011, adjusted for currency1 (10%the charge recorded in 2013 ($95 million pretax, or $61 million on an as-reportedafter-tax basis)Cross-border volume growth of 16% on for potential settlements relating to the U.S. merchant litigations. On a local currency basisNet income of $2.8 billion, an increase of 20% versus 2011, adjusted for currency1 and excluding special items2in both periods (on an as-reportedGAAP basis, net income was $2.8 billion, an increase of 45% versus 2011)Diluted EPS of $22.04, an increase of 22% versus 2011, adjusted for currency1increased 16% and excluding special items2in both periods (on an as-reported basis, diluted EPS was $21.94, an increase of 48% versus 2011)Operating margin of 53.5%increased 21%, excluding special items2in both periods (on an as-reported basis, operating margin was 53.3%)Gross Dollar Value, or GDV, growth of 15%each compared on a local currency basisRepurchased 4.1 million shares at a costyear-over-year basis. See Annex A for reconciliations of $1.7 billionProcessed transaction growth of 25% versus 2011Maintenance of a strong capital position, including cash flow from operations of $2.9 billion during 2012 and $5.0 billion of cash, cash equivalents and available-for-sale securities as of December 31, 2012these non-GAAP measures. Adjusted for the impact of foreign exchange rates with respect to the Euro and the Brazilian real. The presentation of growth rates adjusted for currency represent a non-GAAP measure and are calculated by re-measuring the prior period’s results using the current period’s exchange rates. 2. Special items consist of the provisions recorded in 2011 ($770 million pre-tax, or $495 million on an after-tax basis) and 2012 ($20 million pre-tax, or $13 million on an after-tax basis) for potential settlements relating to the U.S. merchant litigations. MasterCard Incorporated22013 Proxy Statement2012HighlightsMasterCard’sPrinciplesCompany’sCompany's long-term success. Our compensation program iscontinues to be based upon and is designed to address three core principles:Executive officer goals are linked with stockholder interests The Company's compensation policies are designed to align the interests of our executive officers with those of our stockholders. We provide executive compensation from a total direct compensation perspective. This consists of fixed and variable pay, with an emphasis on variable pay to reward short- and long-term performance measured against pre-established goals and objectives. “Compensation Committee”"Compensation Committee") makes decisions on executive compensation from a total direct compensation perspective. Total direct compensation is comprisedcomposed of base salary, annual cash incentive and long-term stock basedstock-based incentive compensation. A substantial majorityportion of our named executive officers’ target total directexecutives' compensation for 2012 wasis performance-based and at risk.at-risk. In addition, our compensation program is weighted toward long-term equity awards rather than cash compensation in order to maximizecompensation. We believe this maximizes retention and ensureensures that a substantial portion of our named executive officers’officers' compensation is directly aligned with stockholderstockholders' interests.
MasterCard Incorporated32013 Proxy Statement 2015 Proxy Statement • 3What We Don’t DoAnnual “say-on-pay”üPerform an annual "say-on-pay" advisory vote for stockholders (see pg 76) No hedging of Company stockü Pay for Performanceperformance (see pg 40)No new tax “gross ups” for executive officers41)ü Use Peer Groupsappropriate peer groups when establishing compensation (see pg 41)No tax “gross ups” for perquisites45)ü Balance short- and long-term incentives (see pg 42)No new “evergreen” employment agreements47)ü Align executive compensation with shareholderstockholder returns through long-term incentives (see pg 44)No new participants in the Supplemental Executive Retirement Plan, or SERP50)ü Include caps on individual payouts in incentive plans (see pgs No repricing of options 50 and 56)44 and 49)üNo dividend equivalents on unvested equity awardsInclusion ofInclude a clawback policy in our incentive plans (see pg 49)56) SignificantüSet significant stock ownership guidelines for executives and non-employee directors (see pgs 2234 and 50)55) “Double-trigger”üMandate "double-trigger" provisions for all plans that contemplate a change-in-control (see pgs 5255 and 62)66) ü Condition grants of long-term incentive awards on execution of a non-solicitation, non-competition and non-disclosure agreement (see pg 48)56) ü Mitigate undue risk taking in compensation programs (see pg 49)56) ü Include criteria in incentive plans to maximize tax deductibility (see pg 50)57) ü Retain an independent external compensation consultant (see pg 40)44)What We Don't Do x No hedging of MasterCard stock x No new tax "gross ups" for executive officers x No tax "gross ups" for perquisites x No new "evergreen" employment agreements x No new participants in the Supplemental Executive Retirement Plan, or SERP x No repricing of options x No dividend equivalents on unvested equity awards “Compensation"Compensation Discussion and Analysis” below.Analysis" on pg 41.2012 Say-on-Pay2014 say-on-pay proposal were in favorTheOur Board of Directors continues to believe that our executive compensation program and policies are effective in achieving the Company’sCompany's core principles. As such, our Board recommends that stockholders voteFORthe Company’s 2013Company's 2015 say-on-pay proposal.20142016 Annual Meeting of Stockholders20142016 annual meeting of stockholders in accordance with Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”"Exchange Act"), must be received by theour Corporate Secretary of the Company no later than December 26, 2013.20142016 annual meeting of stockholders must be received by the Company between February 18, 201410, 2016 and March 20, 2014.11, 2016.MasterCard Incorporated 4 2013 Proxy Statement 2015 Proxy Statement • 4MASTERCARD INCORPORATEDQuestions and Answers about the Annual Meeting and Voting2000 Purchase StreetPurchase, New York 10577April 25, 2013 by the Board of Directors (the “Board of Directors” or the “Board”) of the Company of proxies to be voted at our 20132015 Annual Meeting of Stockholders to be held at our headquarters at 2000 Purchase Street, Purchase, New York, on Tuesday, June 18, 20139, 2015 at 8:30 a.m. (Eastern time), or at any adjournment or postponement thereof (the “Annual Meeting”"Annual Meeting"). Is MasterCard using the SEC’s “NoticeAccess” rule?Under SECExchange Commission (the "SEC") rules, we are furnishing our proxy materials to our Class A Stockholders.online. On or about April 25, 2013,28, 2015, we expect to mail to our Class A Stockholders (other than those who previously requested electronic or paper delivery) a Notice of Internet Availability of Proxy Materials (the “Notice”"Notice") containing instructions on how to access the proxy materials online, and to make such 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 instructs you on how to access and review all of the important information contained in the proxy materials. The Notice also instructs you on how you may submit your proxy via the Internet. If you received a Notice by mail and would like to receive a copy of our proxy materials, follow the instructions contained in the Notice about how you may request to receive a copy electronically or in printed form on a one-time or on-going basis. We encourage Class A Stockholdersstockholders to take advantage of the availability of the proxy materials on the Internet as we believe electronic delivery will expedite the receipt of materials while lowering costs and reducing the environmental impact of our Annual Meeting by reducing printing and mailing of full sets of materials.which we are making available to our Class A Stockholders include our 20122014 Annual Report (the “Annual Report”"Annual Report") (which, which includes our Annual Report on Form 10-K for the year ended December 31, 20122014 (the “Form 10-K”"Form 10-K")), as that was filed with the SEC on February 14, 2013.by the Company with the SEC,also are also available on our website at http://www.mastercard.com by clicking on “About our Company”"About MasterCard" and “Investor Relations”then clicking further to"Investor Relations" and "SEC Filings". The information included in our website is not incorporated herein by reference.MasterCard Incorporated52013 Proxy Statement in writing to our Corporate Secretary or a request to our proxy solicitor at, respectively:Bart S. GoldsteinFacsimile:or 199 Water StreetYork, New York 10038 2015 Proxy Statement • 5The Company has“Class"Class B common stock”stock"). Except as may be required by the General Corporation Law of the State of Delaware (“Delaware Law”), holders ofOur publicly-traded Class BA common stock have nois our only class of voting power and are not entitled to vote on the proposals presented to Class A Stockholders in this Proxy Statement.stock. The Class A Stockholders are therefore the only stockholders entitled to notice of, and to vote on, proposals at the Annual Meeting or any adjournment or postponement thereof.April 19, 2013Apri“Record Date”"Record Date") are entitled to vote their shares at the Annual Meeting or any adjournment or postponement thereof. 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 the General Corporation Law of the State of Delaware Law("Delaware Law") and the Company’sour amended and restated by-laws. As of the Record Date,116,910,619Date,1,116,996,409 shares of Class A common stock were outstanding. 1. 1 Elect the 1213 nominees named in this Proxy Statement to serve on the Company’s Board of Directors as directors 2. 2Approve on an advisory basis the Company’sCompany's executive compensation 3. 3Approve the Company's Amended and Restated Senior Executive Annual Incentive Compensation Plan 4 Ratify the appointment of PricewaterhouseCoopers LLP, (“PwC”)or PwC, as the independent registered public accounting firm for the Company for 20132015 4. 5Act on any other business which may properly come before the Annual Meeting or any adjournment or postponement thereof quorum at the Annual Meeting. Class A common stock are owned directly in your name with our transfer agent, Computershare Shareowner Services LLC, you are considered a registered holder of those shares. Class A common stock are held by a broker, bank or nominee, you hold those shares in street name. Your broker, bank or other nominee will vote your shares as you direct.MasterCard Incorporated62013 Proxy Statement 2015 Proxy Statement • 6“NYSE”"NYSE"), if you hold shares of Class A common stock in street name and do not submit specific voting instructions to your brokers, banks or other nominees, they generally will have discretion to vote your shares on routine matters, such as Proposal 3, but will not have discretion to vote your shares on non-routine matters such as Proposals 1 and 2.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. and, advisory approval of our executive compensation (Proposal 2) and approval of the Company's Amended and Restated Senior Executive Annual Incentive Compensation Plan, (Proposal 3), your broker, bank or nominee will not be able to vote absentwithout instruction from you; andtheour independent registered public accounting firm for the Company for 20132015 (Proposal 3)4), your broker, bank or nominee may vote in their discretion absentwithout instruction from you.Election of the 1213 nominees named in this Proxy Statement to serve on the Company’sCompany's Board as directors12 13 2 2Advisory approval ofApprove on an advisory basis the Company’sCompany's executive compensationFor Approve the Company's Amended and Restated Senior Executive Annual Incentive Compensation Plan For 4 Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 20132015For Class A Stockholdersstockholders and broker non-votes will have no effect on the outcome of this proposal.Board’s “majority voting”Board's "majority voting" policy regarding resignations by directors who do not receive a majority of “For”"For" votes. Generally under this policy:“Nominating Committee”"Nominating Committee").MasterCard Incorporated72013 Proxy StatementBoard’sBoard's acceptance of a contingent resignation, or from the failure of a new director candidate to receive a majority of the votes cast in an uncontested election, may be filled by the Board.continues to applyapplies in the case of any contested elections.12 director nominees13 directors included in this Proxy Statement (which constitutes every current member ofas nominees. 2015 Proxy Statement • 7Board).Non-VotesAdvisory approval of the Company’sCompany's executive compensationAffirmative Vote of Majority of Votes Cast by Class A Stockholders (to be approved on an advisory and non-binding basis) No effect on outcome No effect on outcome 3 Approval of the Amended and Restated Senior Executive Annual Incentive Compensation Plan Affirmative Vote of Majority of Votes Cast by Class A Stockholders (ratification not required by applicable laws) No effect on outcome No effect on outcome 34 Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 20132015 Affirmative Vote of Majority of Votes Cast by Class A Stockholders No effect on outcome failure of
brokers are permitted to vote on this matter without specific instruction from the beneficial owner or broker to vote shares will have no effect on outcomeWith respect to Proposal 2 –Advisory approval of the Company’s executive compensation,the results of this vote are non-binding and advisory in nature.With respect to Proposal 3 – Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2013, although ratification is not required by applicable laws, our amended and restated by-laws or otherwise, the Board is submitting the selection of PwC to our Class A Stockholders for ratification because we value your view of our independent registered public accounting firm. The Audit Committee intends to carefully consider the results of this vote.ensurecast your vote is cast at the meeting 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. When a Class A Stockholder’s vote is authorized by telephone or Internet, or a proxy card or voting form is returned properly signed and dated, theYour vote will be cast in accordance with the instructions authorized by telephone or Internet or included on thea properly signed and dated proxy card or voting instruction form, as applicable. If you are a Class A Stockholder,stockholder, you 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. If a Class A Stockholder doesyou do not authorize such 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 behalfyour behalf. Each of that Class A Stockholder. Thethe Notice, and proxy card orand voting instruction form each indicates on its face the number of shares of Class A 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 “—"— Who is entitled to vote at the Annual Meeting”Meeting?" above for further discussion of the voting power of Class A common stock.Class A Stockholdersstockholders may validly grant proxies over the Internet. Your Internet vote authorizes the proxies designated by the Company 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 on your Notice.MasterCard Incorporated82013 Proxy StatementClass A Stockholderstockholder who authorizes its vote by telephone or by Internet or executes and returns a proxy card or voting instruction form may revoke the proxy before it is voted by:Attention Bart S. Goldstein; 2015 Proxy Statement • 8“—"— What do I need to do if I would like to attend the Annual Meeting”Meeting?" below.Class A Stockholdersstockholders by directors, officers, employees and agents of the Company in person or by telephone, facsimile or other appropriate means of communication. We have engaged Georgeson Inc. to solicit proxies on our behalf. The anticipated cost of Georgeson Inc.’s'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 andor employees of the Company in connection with the solicitation. Any questions or requests for assistance regarding this Proxy Statement and related proxy materials may be directed to:Bart S. GoldsteinFacsimile:or 199 Water StreetYork, New York 10038“Householding”"Householding"?“householding,”"householding", permits us to realize significant cost savings and reduces the amount of duplicate information stockholders receive. In accordance with notices sent to Class A Stockholdersstockholders sharing a single address, we are sending only one Notice (or, if requested, one set of proxy materials) to that address unless we have received contrary instructions from a Class A Stockholderstockholder at that address. Any Class A Stockholdersstockholders who object to, or wish to begin, householding may notify theour Corporate Secretary of the Company orally or in writing at the telephone number or address, as applicable, set forth above. We will senddeliver promptly an individual copy of the Notice and, if requested, proxy materials, to any Class A Stockholderstockholder who revokes its consent to householding within 30 days ofupon our receipt of such revocation.MasterCard Incorporated92013 Proxy Statementelectionelections and certify the voting results.24, 2013.15, 2015. The Form 8-K will be available at http://www.mastercard.com and on the SEC’s website at http://www.sec.gov. 2015 Proxy Statement • 9“street name,”"street name", typically through a brokerage account, you will also need proof of ownership to be admitted to the meeting. A recent brokerage statement or a letter from your bank or broker are examples of proof of ownership. If you want to vote your shares held in street name in person at the meeting, you must getbring with you a written proxy in your name from the broker, bank or other nominee that holds your shares.to the Annual Meeting, you may visit our website at http://www.mastercard.com or call our Investor Relations Department at (914) 249-4564. 2015 Proxy Statement • 10We have a declassified Board - all of our Board members are elected annually. We have majority voting for our director elections. Since our IPO in 2006, we have had an independent non-executive Chairman of the Board. 12 of our 13 Board members are independent, in accordance with New York Stock Exchange corporate governance rules and our Corporate Governance Guidelines. Our independent directors meet frequently in executive sessions. Our Board and committees engage in annual self-assessments that vary in format and approach. Our Board actively oversees MasterCard's risk and risk management practices, focused on fostering a risk-aware culture while encouraging thoughtful risk taking. Our Board is actively engaged in managing talent and long-term succession planning for executives. Our Code of Conduct prohibits inappropriate trading activities, including hedging. In 2012, we began providing enhanced political activity disclosure on our website as part of our updated Political Activity Statement. In 2014, we posted a new Privacy and Data Protection Report on our website to explain our information practices and our commitment to privacy and to increase transparency about our business. We have stock ownership guidelines for executive officers and non-employee directors to further align their interests with the interests of stockholders. MasterCard IncorporatedCorporate Governance GuidelinesBoard committee charters 10Code of ConductSupplemental Code of Ethics Whistleblower Procedures 2013 ProxyPrivacy and Data Protection ReportPolitical Activity Statement 2015 Proxy Statement • 111ü and the Completion of the Declassification of theThe Board currently consists of 12 members, 11 of whom are independent. Each member of the Board is elected annually by the Class A Stockholders. EachStockholders for a one-year term that expires at our next annual meeting of our directors must also serve as a director of our operating subsidiary, MasterCard International Incorporated (“MasterCard International”).stockholders. When our directors are elected to the Board, they also are automatically appointed as members of the board of directors of our operating subsidiary, MasterCard International as well.Incorporated ("MasterCard International"). Our directors are elected by an affirmative vote of the majority of the votes cast at anthe annual meeting of stockholders, subject to our majority voting policy, as described above in “Questions"Questions and Answers About the Annual Meeting and Voting”Voting".In 2010, we amended and restated our certificateincorporation and by-laws to phase-out the classification13 members, 12 of our Board. At the Annual Meeting, the phase-out will be completed and the Board will be fully de-classified for the first time. Accordingly, all members of the Board will be nominated for re-election at the Annual Meeting, and each member, if elected, will serve for a one-year term expiring at our next annual meeting of stockholders.Company management and individual stockholders. The Nominating Committee may also, if necessary or appropriate, utilize the services of a professional search firm.Attention Bart S. Goldstein.Attention: Janet McGinness. These recommendations must be submitted not less than ninety (90) days nor more than one hundred and twenty (120) days prior to the anniversary date of the immediately preceding annual meeting. The Corporate Secretary will forward all bona fide recommendations received by such date to the Nominating Committee for its consideration. The Nominating Committee may request such information from the recommended nominee or the stockholder as it deems appropriate. The Nominating Committee evaluates recommendations by stockholders using the same process it follows for evaluating other nominees.forof the Nominating Committee and the Company’s Corporate Governance Guidelines, both of which are locatedmay be found on the Company’sCompany's website at http:(http://www.mastercard.comwww.mastercard.com) by clicking on “About our Company”"About MasterCard" and “Investor Relations”then clicking further to"Investor Relations" and "Corporate Governance". 2015 Proxy Statement • 12theour Board, of Directors, the Nominating Committee believes that all directors should meet the highest standards of professionalism, integrity and ethics and be committed to representing the long-term interests of the Company’sour stockholders. The Nominating Committee further believes all directors should possess strength of character and maturity in judgment. In addition, although thejudgment and reflect our corporate values. The Board does not have a specific diversity policy,policy. However, our Corporate Governance Guidelines provide that the Nominating Committee should seek to foster diversity on the Board when nominating directors for election by taking into account geographic diversity to reflect the geographic regions in which the Company operates in a manner approximately proportional to its business activity, as well as diversity of age, gender, race, ethnicity and cultural background. In selecting directors, the Nominating Committee also endeavors to haveconsiders the current needs of the Board and strives for a Board representingthat spans a range of leadership and represents other experiences relevant to the Company’sCompany's global activities. The Nominating Committee also considers candidates in light of the current needs of the Board.MasterCard Incorporated112013 Proxy Statement
2015 Proxy Statement • 13
Experiencethe Company operates
Technology Experience
BrandMarketing Expertiseincludingretail experience with consumer preferenceand other merchant background 
viathrough positions with governments and
Finance Experience 
merchantstechnology and the consumer experiencedata
director’sdirector's experiences, qualifications and skills that the Board considered in leading it to conclude that each should serve as a director of the Company isare included within each such individual’sindividual's biography below under the caption “Director Qualifications.” 2015 Proxy Statement • 1412 directors (constituting the entire existing Board)13 nominees are to be elected to each hold office until the next annual meeting of stockholders or until his or her successor is elected and qualified. Accordingly, the Board of Directors has approved the nomination of the following directors:Steven J. Freiberg Rima Qureshi Ajay Banga (President and CEO) Julius Genachowski José Octavio Reyes Lagunes Ajay Banga (President and CEO)Merit E. Janow Jackson P. Tai David R. Carlucci Nancy J. Karch Mark SchwartzEdward Suning TianSilvio Barzi Marc Olivié Jackson P. TaiDavid R. CarlucciRima QureshiEdward Suning Tianof the director nomineesnominee currently serves on theour Board and was elected by our Class A stockholders at the 2012 annual meeting of stockholders (other than Ms. Karch and Messrs. Barzi, Reyes and Tian, who were last elected at the 2010 annual meeting of stockholders as part of the phase-in of the declassification of our Board). Each nominee was approved by the Nominating Committee and recommended to the Board for approval after evaluatingfollowing an evaluation of their qualifications and their prior service on the Board.Board service. Each nominee has agreed to be named in this Proxy Statement and to serve if elected.An “A "ü“" indicates, as further described below and in no particular order in each individual’sindividual's biography, the key items which helped lead the Board to conclude that each director is qualified to serve.MasterCard Incorporated
Global Business Perspective ü ü ü ü ü ü ü ü ü ü ü ü ü Leadership Experience ü ü ü ü ü ü ü ü ü ü ü ü Relevant Industry Experience ü ü ü 12ü 2013 Proxy Statementü ü ü ü ü ü ü ü ü ü ü ü ü ü ü ü ü Regulatory Experience ü ü ü ü ü ü ü ü Expertise in Technology and Related Trends ü ü ü ü ü ü ü ü ü ü Consumer Background ü ü ü ü ü ü ü ü Public Company Board Experience ü ü ü ü ü ü ü ü ü ü ü ü 
Below 2015 Proxy Statement • 15
biographical information for each memberChairman of the Board (including age at the time of the Annual Meeting):
Richard HaythornthwaiteChairman & Director since 2006Age: 56Board Committees: Audit, Nominating & Corporate Governance (Chair)Primary Occupation: President, PSI UK LtdMr. Haythornthwaite is Chair of the Company’s Board of Directors and has served on the Board of Directors since May 2006. Mr. Haythornthwaite is PresidentOperating Businesses of PSI UK Ltd an advisor to Star Capital Partners Limited and ChairChairman of the World Wide Web Foundation. From 2006 until 2008, Mr. HaythornthwaiteHe previously was a partner of Star Capital Partners Limited. From 2001Limited (2006 to 2005, Mr. Haythornthwaite served as2008) and Chief Executive Officer and Director for Invensys plc and from 1997(2001 to 2001 he2005). Mr. Haythornthwaite served as Chief Executive, Europe and Asia and then as Group Chief Executive for Blue Circle Industries plc (acquired(1997 to 2001), when it was acquired by Lafarge SA in 2001).SA. His prior positions includeincluded serving as a Director of Premier Oil plc, President of BP Venezuela and General Manager, Magnus Oilfield, BP Exploration. Mr. Haythornthwaite is also Chairman of Southbank Centre Board. Within the last five years, he(a not-for-profit organization) and privately-held QIO Technologies, Arc International Holdings and its parent company, Glass Holdings SA. He also served as Non-Executive Chairman of Network Rail, a UK public rail infrastructure company (July 2009 to July 2012).as a directorExperienceLand Securities Group plc.Director Qualifications:Financial AcumenGlobal Business, Leadership and Relevant Industry ExperienceFormer Chief Executive Officer of Invensys plc and Blue Circle Industries plc, large UK public and multinational corporations; senior level executive at BP; Chairman of the Board of Directors of MasterCard Incorporated since 2006.Regulatory ExperienceFormer non-executive chairman of Network Rail, a UK rail infrastructure company; former Chairman of both the Risk and Regulation Advisory Council and the Better Regulation Commission, each in the UK; Chairman of the Board of Directors of MasterCard Incorporated.Finance ExperienceFormer member of the audit committee of Imperial Chemical Industries plc; former member of the audit committee of Cookson Group plc; active supervision of principal financial officer while Group Chief Executive of Blue Circle Industries plc and Chief Executive Officer of Invensys plc; extensive risk management experience as former Non- Executive Chairman of Network Rail and former President of BP Venezuela; experience with financial operational rescue challenges as former Chief Executive Officer of Invensys plc; member of MasterCard Incorporated’s Audit Committee since May 2006.MasterCard Incorporated132013 Proxy Statement 2015 Proxy Statement • 16
Ajay BangaCorporate GovernancDirector & President & Chief Executive Officer since 2010e Age: 53•
ishas served as MasterCard's President and Chief Executive Officer of MasterCard Incorporatedsince July 2010, and MasterCard International. Mr. Banga was appointed to the Company’s Board of Directors on April 12, 2010. Prior to becoming Chief Executive Officer on July 1, 2010, Mr. Bangapreviously served as its President and Chief Operating Officer of MasterCard Incorporated and MasterCard International. In this capacity, his responsibilities included the Company’s relationships with its customers globally, including the delivery of products, services and marketing, and technology and operations. As President and Chief Executive Officer,Officer. Mr. Banga also leads the Company’sMasterCard's Executive Committee. Prior to joining MasterCard as President and Chief Operating Officer in August 2009, Mr. Banga served as Chief Executive Officer of Citigroup’sCitigroup's Asia Pacific region from March(March 2008 untilto August 2009.2009). Since joining Citigroup in 1996, Mr. Banga had served in several positions of increasing responsibility, including Chairman and Chief Executive Officer of Citigroup’sCitigroup's International Global Consumer Group, Executive Vice President of Citigroup’sCitigroup's Global Consumer Group, President of Citigroup’sCitigroup's Retail Banking North America, business head for CitiFinancial and the U.S. Consumer Assets Division and division executive for the consumer bank in Central/Eastern Europe, Middle East, Africa, and India. Prior to joining Citigroup, Mr. Banga previously spent 13 years with NestleNestlé India and two years with PepsiCo. Mr. Banga was named toPepsiCo, Inc. He serves on the board of directors of The Dow Chemical Company in February 2013. HeU.S.-India CEO Forum and is currently chairman of the U.S.-India Business Council.Council (a business advocacy organization formed by the U.S. and Indian governments). He also serves asis a member of the Executive Committee of the Business Roundtable and chairs its Information and Technology Initiative. In addition, he is a member(an association of CEOs of leading U.S. companies), the International Business Council of World Economic Forum, the Council on Foreign Relations, The Economic Club of New York and the Business Council (as a vice chair). Mr. Banga serves on the boards of the American Red Cross, The Financial Services Roundtable (Chairman-Elect), the New York City Ballet and The Partnership for New York City, on the Board of Overseers of Weill Cornell Medical College, and on the International Advisory Board of the Moscow School of Management (Skolkovo), The Economic Club of New York, The Financial Services Roundtable and the board(SKOLKOVO). In February 2015, President Obama appointed Mr. Banga as a member of the New York City Ballet.President's Advisory Committee for Trade Policy and Negotiation. He is a fellow of the Foreign Policy Association and was awarded the Foreign Policy Association Medal in 2012. Within the last five years, Mr. Banga has alsopreviously served as a director for Kraft Foods Inc., was on the board of trustees of each of the Asia Society, the New York Hall of Science, Enterprise Community Partners, Inc. and the National Urban League and wasLeague. Mr. Banga currently serves as a director for the Council for Economic Education.Qualifications:Global Business,Leadership,Relevant Industryand TechnologyExperiencePresident and Chief Executive Officer of MasterCard Incorporated and MasterCard International since July 2010; President and Chief Operating Officer of MasterCard Incorporated and MasterCard International from August 2009 until July 2010; extensive senior level experience in the global retail banking and payments industry through various positions at CitiBank,N.A., including Chief Executive Officer of Citigroup’s Asia Pacific region; extensive senior level business experience in North America, Asia Pacific, Central/Eastern Europe, Middle East, Africa and India; Chairman of the U.S.-India Business Council; and member of the Executive Committee of the Business Roundtable, an association of chief executive officers of leading U.S. companies, and chair of its Information and Technology Initiative.RegulatoryExperienceEngagement with regulators as President and Chief Executive Officer of MasterCard Incorporated and MasterCard International and as a senior executive at Citibank, N.A.; Chairman of the U.S.-India Business Council, a business advocacy organization formed by the U.S. and Indian governments; and member of the Executive Committee of the Business Roundtable and chair of its Information and Technology Initiative.Finance ExperienceActive supervision of principal financial officer as Chief Executive Officer of MasterCard Incorporated and MasterCard International since July 2010; former member of the finance committee at Kraft Foods Inc.Brand andMarketingExpertiseMarketing experience at Nestle India, a global food and beverage company; brand and marketing experience at PepsiCo, a global food and beverage company; former director of Kraft Foods Inc., a global food company.MasterCard Incorporated142013 Proxy Statement
Silvio BarziDirector since 2008Age: 65Board Committees: Audit, Human Resources & CompensationPrimary Occupation: Former Senior AdvisorQualifications and Executive Officer, UniCredit GroupExperience Mr. Barzi has served on the Company’s BoardDirectors since January 2008. U.S. and India-focused CEO business advocacy organizations and other government-sponsored committees 2015 Proxy Statement • 17
from Aprilprior to its IPO (April 2003 untilto May 20062006) and again from June 2007 until January 2008 as a non-voting observer.observer (June 2007 to January 2008). He also served as a member of the MasterCard Europe Region board from 2001 until(2001 to May 2006,2006) and has been a member of the MasterCard European regional advisory board since the Company’s initial public offeringIPO in May 2006.2006 (Chairman since June 2007). Mr. Barzi has served as Chairman of the MasterCard European regional advisory board since June 2007. Mr. Barzi iswas the founder and, from June 2007 until his retirement in November 2010, was the Chairman of UniCredit Family Financing, a bank specializing in credit cards, consumer credit and mortgages and a wholly-owned subsidiary of the UniCredit Group. Mr. Barzi was Executive Vice President of UniCredit Group until his retirement at the end of 2009. From February 2001 until May(May 2007 he served asto December 2009) and Chief Executive Officer of UniCredit Consumer Financing.Financing (February 2001 to May 2007). Subsequent to his retirement, Mr. Barzi served as a Senior Advisor for the UniCredit Group. Prior to joining UniCredit Group in 2000, Mr. Barzi was a Vice President at Booz Allen & Hamilton. From 1995 until 1998, heHe worked for the Credit Suisse-Winterthur Group (1995 to 1998), where as Chief Operating Officer he was responsible for the merger and integration of six Italian-based insurance companies. From 1981 to 1995, Mr. Barzi was a partner in the Italian office and a leader within the European Financial Institutions and Information Technology practices of McKinsey & Company. Mr. BarziCompany (1981 to 1995). He previously served as a director at SiNSYS a subsidiary of SIA Group. He served from January 2011 until April 2012 as(a European card processor) and non-executive Chairman at Perago Financial System Enablers (Pty) Ltd. (a South Africa-based central banking applications software company), alsoeach a privately-held subsidiary of the SIA Group.Qualifications:Global Business, Leadership and Relevant Industry ExperienceSenior executive experience in the retail banking and payments industry as founder and Chairman and former Chief Executive Officer of UniCredit Family Financing (formerly known as UniCredit Consumer Financing), the bank within UniCredit Group which specialized in credit cards, consumer credit and mortgages, and as Executive Vice President of UniCredit Group, a multinational bank operating throughout Central and Eastern Europe; former director at SiNSYS, a European card processor; former non-executive Chairman at Perago Financial Systems Enablers (Pty) Ltd., a central banking applications software company located in South Africa.Regulatory ExperienceEngagement with regulators as former Chief Executive Officer of UniCredit Consumer Financing and Executive Vice President of UniCredit Group.Finance ExperienceActively supervised principal financial officer as Chief Executive Officer of UniCredit Consumer Financing; Chief Operating Officer of Credit Suisse-Wintherthur Group, an insurance company; partner in the Italian office and leader within the European Financial Institutions and IT practices of McKinsey & Company, a consulting firm; member of MasterCard Incorporated’s Audit Committee from April 2008 to September 2011.Technology ExperiencePartner in Italian office and leader within the Information Technology practice of McKinsey & Company, a consulting firm; former director at Quercia Software, a technology company.MasterCard Incorporated152013 Proxy Statement
David R. CarlucciDirector since 2006Age: 59Board Committees: Human Resources & Compensation (Chair)Primary Occupation: Former ChairmanQualifications and Chief Executive Officer, IMS Health IncorporatedMr. Carlucci has served onExperienceCompany’s Board of Directors since May 2006. retail banking and payments industry through executive positions at a bank specializing in credit cards, consumer credit and mortgages and a multinational bank in Central and Eastern Europe 2015 Proxy Statement • 18
Formerformer Chairman and Chief Executive Officer of IMS Health Incorporated.Incorporated, a public company that leads in providing market intelligence to the pharmaceutical and healthcare industries. He joined IMS Health Incorporated as President and Chief Operating Officer in October 2002. In January 2005, he was named Chief Executive Officer and President and he became Chairman and Chief Executive Officer in 2006. Mr. Carlucci was succeeded as Chief Executive Officer in September 2010 and he retired as Chairman in December 2010. From January 2000 until January 2002, before joining IMS Health Incorporated, Mr. CarlucciHe was General Manager of IBM Americas which comprises(January 2000 to January 2002), comprising all of IBM’sIBM's sales and distribution operations in the U.S., Canada and Latin America. Prior to that, heHe previously held roles of increasing responsibility at IBM, including General Manager of IBM’sIBM's S/390 Division from January(January 1998 to January 2000;2000); Chief Information Officer from February(February 1997 to January 1998;1998); General Manager, IBM Printing Systems Company from July(July 1995 to January 1997;1997); Vice President, Systems, Industries and Services, Asia Pacific from January(January 1993 to July 1995;1995); and Vice President, marketing and channel management, IBM Personal Computer Company—NorthCompany-North America from February(February 1990 to December 1992.Qualifications:Global Business,Leadership andTechnologyExperienceFormer Chairman and Chief Executive Officer of IMS Health Incorporated, a US-based multinational corporation which is a leader in providingQualifications and Experience to the pharmaceutical and healthcare industries; several senior executive level positions at IBM, including Chief Information Officer and operations and management experience in the U.S., Canada, Latin America and Asia Pacific.RegulatoryExperienceEngagement with regulators as former Chairman and Chief Executive Officer of IMS Health Incorporated.Finance ExperienceActively supervised principal financial officer as Chief Executive Officer of IMS Health Incorporated; Chairman of MasterCard Incorporated’s Human Resources and Compensation Committee since 2006.
Stephen J. FreibergDirector since 2006Age: 56Board Committees: Non-Voting Advisor to AuditPrimary Occupation: Senior Advisor, The Boston Consulting GroupMr. Freiberg has served on the Company’s Boardpharmaceutical and healthcare industries; several senior executive level positions at IBM, including Chief Information Officer and operations and management positions in various regionsDirectors since September 2006. Previously, CFO and chairman of public company compensation committees 2015 Proxy Statement • 19
from Januaryprior to its IPO (January 2001 untilto May 2006 and served as2006; Chairman of the Company’s U.S. region board from 2004 until May 2006.2006). Since December 2012, he has been a Senior Advisor to The Boston Consulting Group. Previously, Mr. Freiberg served as Director and Chief Executive Officer of E*TRADE Financial Corporation, from Aprila U.S. public company (April 2010 untilto August 2012.2012). From September 2005 until his retirement in January 2010, he served as Executive Vice President of Citibank N.A. From January 2009 until April 2009, Mr. Freiberg held the position of Chairman and Chief Executive Officer of Citi Holdings – Global Consumer. Prior to being appointed to this position in January 2009, he served as Chief Executive Officer of Global Cards for Citigroup. From 2005 until March 2008, Mr. Freiberg served as Chairman and Chief Executive Officer of Citigroup’s Global Consumer Group N.A. and Co-Chair of the Global Consumer Group. Prior to his appointment as Co-Chairman of the Global Consumer Group in 2005, Mr. Freibergpreviously served as Chairman and Chief Executive Officer of Citi Holdings - Global Consumer (January 2009 to April 2009), Chief Executive Officer of Global Cards from 2001 until 2005.for Citigroup (March 2008 to April 2009), Chairman and Chief Executive Officer of Citigroup's Global Consumer Group N.A. and Co-Chairman of the Global Consumer Group (2005 to March 2008) and Chairman and Chief Executive Officer of Citi Cards (2001 to 2005). Prior to that, Mr. Freiberg held positions of increasing seniority with Citigroup’sCitigroup's predecessor companies and affiliates since joining Citigroup’sCitigroup's Card Products Division in 1980. Additionally, he served on the board of directors of several of Citigroup’sCitigroup's affiliates, including Citibank N.A., Citicorp Credit Services Inc., Citicorp Investment Services, Citicorp Insurance Group, Citibank Trust N.A., Citibank FSB and the Citigroup Foundation. Mr. Freiberg is a director of Regional Management Corp., a public consumer finance company (audit committee and compensation committee). He also serves as a director of privately-held OANDA Corporation (an Internet-based forex trading and currency information services company) and as a Senior Advisor to both Verisk Analytics, Inc. (a private data analytics and risk assessment company) and 24/7 (a technology consulting company). Mr. Freiberg serves on the boardboards of trustees of the March of Dimes and Hofstra UniversityUniversity.Leadership Council for New York City Habitat for Humanity.Director Qualifications:Global Business,Leadership andRelevant IndustryExperienceFormer Chief Executive Officer of E*TRADE Financial Corporation Extensive; senior level experience on a global basis in the retail banking and payments industry through various positions at Citibank N.A., including various executive positions leading Citibank’s credit card and payments business; Chief Executive Officer of various units with Citigroup, including its global cards business.RegulatoryExperienceEngagement with regulators as former Chief Executive Officer of E*TRADE Financial Corporation and as a senior executive at Citibank N.A.Finance ExperienceActively supervised principal financial officer as Chief Executive Officer of E*TRADE Financial Corporation; service on retail banking and payments industry as E*TRADE’s CEO and through various former positions at Citigroup, including leading its credit card and payments business; experience leading Citigroup’s North America consumer group and global cards business Incorporated’s Audit Committee.MasterCard Incorporated162013 Proxy Statement
Nancy J. KarchDirectorsince 2007Age: 65Board Committees: Audit Nominating & Committee chairman, director of consumer finance and foreign exchange companies, senior advisor to a data analytics and risk assessment company 2015 Proxy Statement • 20GovernanceGovernancPrimary Occupation: Director Emeritus, McKinsey & Companye Ms. Karch• Proposal 1 
Company’s BoardCongressional select committee investigating the Iran-Contra Affair. In August 2014, President Obama appointed Mr. Genachowski as a member of Directorsthe President’s Intelligence Advisory Board. He currently serves as a director of privately-held Sonos (a consumer electronics company) and Syniverse Technologies, a technology and business services provider for the telecommunications industry (compensation committee). He previously served as a director of Ticketmaster Entertainment, Inc., Expedia, Inc., Hotels.com and Web.com Group, Inc., each a public company. 2015 Proxy Statement • 21
January 2007. July 2013 and has been a professor of international economic law and international affairs at SIPA since September 1994. Her tenure at Columbia has included numerous leadership positions, including Director of the International Finance and Economic Policy Program, Director of the Masters' Program in International Affairs and Chairman of Columbia University's Advisory Committee on Socially Responsible Investing. From December 2003 until December 2007, she served as a member of the Appellate Body of the World Trade Organization (the "WTO"), the international trade court of final appeal, and previously as a panelist for WTO dispute settlement. From November 1997 until March 2000, Professor Janow served as the Executive Director of the International Competition Policy Advisory Committee of the U.S. Department of Justice. Prior to joining Columbia, she served as Deputy Assistant U.S. Trade Representative for Japan and China. Professor Janow serves as a director of Trimble Navigation Limited (corporate governance committee), a public company. She also serves as a member of the board of directors of The NASDAQ Stock Market LLC (a subsidiary board of The NASDAQ OMX Group, Inc.) and as a board and proxy committee member of several of the American Funds (one of the mutual fund families of the Capital Group, a private investment management firm). Professor Janow is a charter member of the International Advisory Council of China Investment Corporation, a member of the Council on Foreign Relations and a director of the Japan Society and Scenic Hudson, each a not-for-profit organization. 2015 Proxy Statement • 22
served in other capacities there beginning in 1974. She serves as a directorNon-Executive Chairman of Kate Spade and nominatingCompany (nominating and corporate governance committee chair for, and member of the audit committee of, Fifth & Pacific Companies Inc. (formerly Liz Claiborne Inc.);committee) and as a director of Genworth Financial, Inc. (nominating and membercorporate governance committee and chairman of the management development and compensation committeecommittee) and chairKimberly-Clark Corporation (audit committee), each a public company. Within the last five years, she served as a director of the nominating and corporate governance committee for Genworth Financial, Inc.; director and member of the nominating and corporate governance committee for CEB, or The Corporate Executive Board Company;Company or CEB (nominating and corporate governance committee), also a director and a member of the audit committee of Kimberly-Clark Corporation. Shepublic company. Ms. Karch is also a Trustee and Chairman of The Westchester Land Trust and Northern Westchester Hospital bothand a Trustee of North Shore-LIJ Health System, each a not-for-profit organizations.Qualifications:Global Business,Leadership andRelevant IndustryExperience andBrand andMarketing ExpertiseExtensive focus on merchants and retail industry, as well as strategy and marketing, for global clients as a former senior partner of McKinsey & Company, a global management consulting firm; merchant and retail experience through positions as a current director of Fifth & Pacific Companies Inc.; consumer marketing experience as a Board member of Kimberly-Clark Corporation and as a former director of several retail and retail-centric companies, including The Gillette Company and Toys “R” Us Inc.; extensive experience as a director of U.S. public companies.Finance ExperienceFormer chair and current member of the audit committee of Fifth & Pacific Companies Inc.; director and audit committee member of Kimberly-Clark Corporation; director of Genworth Financial, Inc., a leading life insurance and financial services company; former member of the audit committees of CEB, a business research firm; The Gillette Company and Toys “R” Us Inc.; member of MasterCard Incorporated’s Audit Committee since February 2007.
Marc OliviéDirectorsince 2006Age: 59Board Committees: Audit, Human Resources & CompensationPrimary Occupation: PresidentQualifications and Chief Executive Officer, W.C. Bradley Co.Experience
on the Company’s Board of Directors since May 2006. Mr. Olivié isas President, Chief Executive Officer and a Director of W.C. Bradley Co. since October 2008. He is also the Chairman of MRO Management BVBA. From July 2007 to October 2008,BVBA, where he was Chief Executive Officer of MRO Management BVBA.from July 2007 to October 2008. From April 2005 to June 2007, Mr. Olivié was President and Chief Executive Officer of the Agfa-Gevaert Group.Group, a European public multinational technology company. During that time, he also served as the Executive Director of the board of directors and Chairman of the Executive Committee of Agfa-Gevaert N.V. From 2004 to April 2005, Mr. Olivié was Executive Vice President of the Agfa-Gevaert Group. From 2001 to 2004, he was Senior Vice President and President, Global Bath and Kitchen Products for American Standard Companies Inc. Prior thereto, Mr. Olivié previously was President and Chief Executive Officer of Armstrong Floor Products for Armstrong Holdings, Inc. from 2000(2000 to 20012001) and of Armstrong Building Products (1996 to 2000) for Armstrong Holdings, Inc. from 1996 to 2000. He also serves on the Board of Trustees for the Columbus State University Foundation, the Board of Directors of the Greater Columbus, Georgia Chamber of Commerce and Columbus, Georgia Mayor Teresa Tomlinson’sTomlinson's Passenger Rail Commission.Qualifications:Qualifications and ExperienceMasterCard Incorporated172013 Proxy Statement
Rima QureshiDirectorsince 2011Age: 48Board Committees: Human Resources & CompensationPrimary Occupation: Senior Vice President, – Strategic Projects,Chief Strategy Officer, Head of Group Function Strategy and Chairman of Business Unit Modems at EricssonMs. Qureshi was appointed (a world-leading provider of telecommunications equipment and related services to the Company’s Board of Directors in April 2011. Ms. Qureshi is Senior Vice President Strategic Projects at Ericsson. She has served in this positionmobile and fixed network operators globally) since her appointment in December 2012.May 2014. She also serves as Chairperson of Ericsson’sEricsson's Northern Europe, Russia and Central Asian Region, as well as head of Ericsson Response. From January 2010 until December 2012,Region. Ms. Qureshi was previously Senior Vice President-Strategic Projects at Ericsson (December 2012 to May 2014), Senior Vice President and Head of Business Unit CDMA Mobile Systems. She previously served asSystems (January 2010 to December 2012), Vice President, AT&T ImprovementStrategic Program Manager for Ericsson North America from 2008 until 2009,U.S. and Vice President and Service Sales for Ericsson Canada in 2008.Canada. She previously served as Vice President and Head of Product Area Customer Support for Ericsson AB in Stockholm from 2004 until 2008. Ms. Qureshi also has served as head of Ericsson Response since 2006. Ms. Qureshi(2004 to 2008)and has held positions of increasing seniority within Ericsson in Canada and Sweden since joining the company in 1993. Before joining Ericsson, Ms. Qureshi served asshe was an IT Consultant at DMR Group Inc.Qualifications:Global Business, Leadership,Relevant Industryand Technology ExperienceSenior Vice President, Strategic Projects, and formerly Business Unit Head, CDMA Mobile Systems, at Ericsson, a Stockholm-based world-leading provider of telecommunications equipment and related services to mobile and fixed network operators globally; proven leadership capabilities and responsibility for several thousand employees working in research and development, services and manufacturing as head of one of Ericsson’s four business units (comprised of businesses related to mobile telephony systems); positions in Canada and SwedenQualifications and Experience the telecommunications and information technology industries in various segments of Ericsson’s business, including sales, product management, research and development, services, supply chain and inventory management.
José Octavio Reyes LagunesDirector since 2008Age: 61Board Committees: Human Resources & CompensationPrimary Occupation: Vice Chairman, – Coca-Cola Export Corporation, The Coca-Cola CompanyMr. Reyes has served on the Company’s Boardtelecommunications and information technology industries in various segmentsDirectors since January 2008. CFO and business line financial analysts, with responsibility for managing profit and loss
Vice-Chairmanthe former Vice Chairman of theThe Coca-Cola Export Corporation, a position in which he has served sincefrom January 2013.2013 until his retirement in March 2014. He was President, Latin America Group at The Coca-Cola Company, from December 2002 to December 2012. Mr. Reyes began his career at The Coca-Cola Company in 1980 at Coca-Cola de México as Manager of Strategic Planning. In 1987, he was appointed Manager of the Sprite and Diet Coke brands at corporate headquarters in Atlanta. In 1990, he was appointed Marketing Director for Brazil, and he later became Vice President of Marketing and Operations for Coca-Cola de México. Mr. Reyes became President forof Coca-Cola de México in 1996. In September 2002, Mr. Reyes was named President of the North Latin America Division at Coca-Cola, comprising Mexico, Venezuela, Colombia, Central America and the Caribbean. Prior to joining Coca-Cola, Mr. Reyes spent five years with Grupo IRSA, a Monsanto Company joint venture. Mr. Reyes has beencurrently serves as a memberdirector of the board of directors of Comex Paints since 2006Keurig Green Mountain, Inc. and Coca-Cola HBC AG (nomination committee and social responsibility committee), each a public company. He is a member of the board of directors of privately-held Comex Paints (since 2006) and Papalote Children’s Museum in Mexico City.Qualifications:Qualifications and Experience Relevant Industry ExperienceMerchant and retail experience as Vice-Chairman of the Coca-Cola Export Corporation, former president of Latin America group of The Coca-Cola Company, a global leading multinational public company in the beverage industry.Brand andMarketing ExpertiseFormer brand manager for The Coca-Cola Company, with marketing positions of increasing responsibility in North America and Latin America.MasterCard Incorporated182013 Proxy Statement
Mark SchwartzDirector since 2006Age: 59Board Committees: Audit (Chair), Nominating & Corporate GovernancePrimary Occupation: Vice Chairman, The Goldman Sachs Group, Inc. and Chairman, Goldman Sachs Asia PacificMr. Schwartz has served on the Company’s Board of Directors since May 2006. Mr. Schwartz became Vice Chairman of The Goldman Sachs Group, Inc. and Chairman of Goldman Sachs Asia Pacific in June 2012. He had previously served in various positions at The Goldman Sachs Group, Inc. from 1979 to 2001, including as Chairman, Goldman Sachs Asia, from 1999 to 2001; Member, Management Committee, from 1998 to 2001; and President, Goldman Sachs Japan, from 1997 to 2001. Coca-Cola Company, a global leading multinational public company in the beverage industry; director of public companies in the beverage industry 2015 Proxy Statement • 24
Schwartz was a partner of The Goldman Sachs Group, Inc. from 1988 until he initially retired in 2001. From 2006 until June 2012, he was Chairman of MissionPoint Capital Partners LLC, an investment firm he co-founded. From late 2002 until early 2005, heTai served as a senior advisor to George Soros and then as President and Chief Executive Officer of Soros Fund Management LLC. Mr. Schwartz currently serves as a director of SoftBank Corp. He is a Trustee, member of the Executive Committee and Vice Chairman of the Audit Committee of NewYork-Presbyterian Hospital and a member of the Executive Committee of the Morgan Stanley Children’s Hospital of NewYork-Presbyterian. He is a Trustee of Northern Westchester Hospital and is also an Honorary Trustee of Massachusetts General Hospital, on the board of directors of the Ragon Institute of MGH, MIT and Harvard (formerly the Partners AIDS Research Center), and on the advisory board of the Center for Regenerative Medicine. At Harvard University, Mr. Schwartz is a member of the Dean’s Council at Harvard College, the Committee on University Resources Executive Committee, the New York Major Gifts Committee, the Dean’s Executive Committee of the Harvard Kennedy School and the Asia Center and Harvard China Fund Advisory Committees. Within the last five years, Mr. Schwartz has also served as a director of Harbor Point Limited, a private reinsurance company in Bermuda, and Voltaix, LLC, a manufacturer of specialty chemicals.Director Qualifications:Global Business,Leadership andRelevant IndustryExperienceCurrent Vice Chairman of The Goldman Sachs Group, Inc. and Chairman of Goldman Sachs Asia Pacific; a leading investment bank, as well as former partner and holder of various senior level leadership positions with Goldman Sachs, including positions in the Asia Pacific region and member of Goldman Sachs Management Committee; former Chairman of MissionPoint Capital Partners LLC, a multinational investment fund and former President and Chief Executive Officer of Soros Fund Management LLC, an investment fund.Finance ExperienceIn addition to Goldman Sachs and other experiences described above, current Vice Chairman of the Audit Committee of NewYork-Presbyterian Hospital; former Chairman of the Audit Committee of Northern Westchester Hospital; determined by MasterCard Incorporated’s Board of Directors to be an “audit committee financial expert” and Chairman of MasterCard Incorporated’s Audit Committee since September 2006.Regulatory ExperienceEngagement with regulators as Vice Chairman of The Goldman Sachs Group, Inc. and Chairman of Goldman Sachs Asia Pacific.MasterCard Incorporated192013 Proxy Statement
Jackson P. TaiDirector since 2008Age: 62Board Committees: AuditPrimary Occupation: Former Vice Chairman and Chief Executive Officer, DBS Group and DBS Bank Ltd.Mr. Tai has served on the Company’s Board of Directors since September 2008. Mr. Tai is the former Vice Chairman and Chief Executive Officer of DBS Group and DBS Bank Ltd., having served as Chief Executive Officer from June 2002 untilto December 2007. Mr. TaiHe joined DBS Group in July 1999 as Chief Financial Officer, and subsequentlythen served as President and Chief Operating Officer until his appointment as Chief Executive Officer. From June 1974 until July 1999, Mr. Tai previously held several management positions in the Investment Banking Division at J.P. Morgan & Co. Incorporated in New York, Tokyo and San Francisco. From January 2012 until May 2012, Mr. TaiFrancisco (June 1974 to July 1999). He served as interim president and chief executive officer of privately-held Brookstone Inc. (January 2012 to May 2012), where he has beenalso served as non-executive chairman and audit committee member. After resigning from its board in November 2013, in April 2014, Brookstone Inc. commenced a director since August 2008 and chairmanvoluntary, prearranged reorganization case under Chapter 11 of the board since February 2009, as well as a memberU.S. Bankruptcy Code in the United States Bankruptcy Court for the District of the audit committee.Delaware. Mr. Tai currently serves as a director and a member of the auditsupervisory board of Royal Philips N.V. (audit committee of eachchairman) and a director of Bank ofOf China Limited NYSE Euronext, Philips Electronics N.V. (in April 2012, he was appointed as chairman of the Philips Electronics N.V. audit(audit committee) and Singapore Airlines.Eli Lilly and Company (audit committee and finance committee), each a public company. He is a director at privately-held Vaporstream, Inc. Within the last five years,and Russell Reynolds Associates, Inc. Mr. Tai has alsopreviously served as a member of the ING Groep N.V. supervisory board (audit committee chairman) and a director of NYSE Euronext (audit committee and technology committee), Singapore Airlines (audit committee) and CapitaLand Limited, each a public company. In addition, he previously served as a director and chairman of the audit committee of the ING Groep NV supervisory board and has served on the board of directors of CapitaLand Limited and privately-held Cassis International Pte. Ltd. He has also servedand as a member of the Bloomberg Asia Pacific Advisory Board.Qualifications:Global Business,Leadership,Relevant Industryand TechnologyExperienceSenior executive experience in the retail banking and payments industry as former Vice Chairman and Chief Executive Officer of DBS Group and DBS Bank, Ltd., a Singapore-based bank with operations throughout the Asia Pacific region; various additional leadership positions with DBS Group and DBS Bank, Ltd.; former director on ING Groep NV supervisory board, a global financial institution based in Europe with retail and commercial banking operations in the U.S. and Europe; merchant experience as interim president and chief executive officer and non-executive chairman of the board of directors of Brookstone, Inc., a privately-held U.S. specialty retailer, and as a director of Singapore Airlines; technology experience as a director at Philips Electronics N.V., a global health and well-being company, and as a member of the technology committee at NYSE Euronext; director at privately held Cassis International Pte. Ltd. and a former director at Singapore Telecommunications Limited, both global telecommunications technology companies; engagement in global business issues and strategy as a director of NYSE Euronext, Netherlands-based Philips Electronics N.V., Singapore-based Singapore Airlines and Beijing-based Bank of China Ltd. and as a former director of Singapore-based CapitaLand Limited.Finance ExperienceFormer Chief Financial Officer of DBS Group and DBS Bank Ltd.; active supervision of principal financial officer as former Chief Executive Officer of DBS Group and DBS Bank, Ltd.; chairman of the audit committee of Philips Electronics N.V. and member of the audit committees of Singapore Airlines, NYSE Euronext and Bank of China, Limited; former chairman of the audit committee of the ING Groep NV supervisory board and former member of the audit committees of Singapore Telecommunications Limited and Jones Lang LaSalle Incorporated, a public financial and professional real estate services firm; member of the audit committee of privately-held Brookstone, Inc.; several management positions in the Investment Banking Division at JP Morgan & Co. Incorporated; former member of the Tapestry Network’s European Audit Committee Leadership Network (which provides updates of changes in accounting principles and practices to audit committee chairmen); determined by MasterCard Incorporated’s Board of Directors to be an “audit committee financial expert”, a non-voting participant on MasterCard Incorporated’s Audit Committee from February 2009 to February 2011 and a member of MasterCard Incorporated’s Audit Committee since February 2011.RegulatoryExperienceEngagement with regulators as former Vice Chairman and Chief Executive Officer of DBS Group and DBS Bank, Ltd.MasterCard Incorporated202013 Proxy Statement
Edward Suning Tiansince 2006Age: 49Board Committees: Nominating & Corporate GovernancePrimary Occupation: Chairman, China Broadband Capital Partners, L.P.Mr. Tian has served on the Company’s Board of Directors since May 2006. technology-focused, telecommunications and retail companies
and Chairman of China Broadband Capital Partners, L.P. (“CBC Capital”)(CBC Capital) and has served as Chairman since February 2006. Prior to founding CBC Capital, Mr. Tian was the Vice Chairman and Chief Executive Officer of China Netcom Group Corporation (Hong Kong) Limited from November(November 2004 to May 2006. Mr. Tian also served as2006) and during that time was Vice President of its parent company, China Network Communications Corporation Ltd., the parent company of China Netcom Group Corporation (Hong Kong) Limited during that period. From 1999 to 2002, Previously, Mr. Tian served as Chief Executive Officer of China Netcom Corporation Ltd. Mr. Tian was the(1999 to 2002) and Vice Chairman of the board of directors of PCCW Limited from 2005(2005 to 2007.2007). Mr. Tian has served as Executive Chairman of AsiaInfo Inc. (formerly known as AsiaInfo-Linkage, Inc. and AsiaInfo Holdings, Inc.) since its privatization in 2014. He was the co-founder and Chief Executive Officer of AsiaInfo-Linkage, Inc. (formerly known as AsiaInfo Holdings, Inc.) from 1993 to 1999.1999, and has served on its board since 1993. He is a member of the Harvard Business School Asia Advisory Committee and the Asia Pacific Council of the Nature Conservancy. In addition, Mr. Tian has beenHe is a member of the board of directors of AsiaInfo-Linkage, Inc. since 1993, an independent non-executive director of Lenovo Group Limited since(since August 2007, a non-executive director of2007), China Jiuhao Health Industry Corporation Limited (formerly Media China Corporation Limited) since(since January 20082008), and an independent non-executiveTaikang LifeTaikang Life Insurance Company Limited since July 2008. Director Qualifications:2015 Proxy Statement • 25 Global Business,Leadership,Relevant Industryand TechnologyExperienceFounder and current Chairman of CBC Capital, a private equity fund primarily focused on investments in telecom, broadband, media and technology in China; former Vice Chairman and Chief Executive Officer of China Netcom Group Corporation (Hong Kong) Limited, a leading multinational telecommunications and international data communications operator in China and throughout the Asia Pacific region; co-founder, former Chief Executive Officer and current director of AsiaInfo-Linkage, Inc., a leading telecommunications and technology corporation in China; director of Lenovo Group Limited, a personal technology company; director of China Jiuhao Health Industry Corporation Limited, a company engaged in health industry development, media and property investment in China. Former Senior Advisor to Kohlberg Kravis Roberts & Co., a private equity firm.THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT CLASS A STOCKHOLDERS VOTE“FOR” EACH NOMINEE TO SERVE AS DIRECTORMasterCard Incorporated212013 Proxy StatementThe Company uses cash and stock-based compensation to attract and retain qualified persons to serve on its Board of Directors. The Company sets compensation for non-employee directors in light of the time commitment and prior experience levels expected of directors. The form and amount of director compensation is determined by the Board, based upon the recommendation of the Compensation Committee.Cash CompensationDirectors who are not employees of the Company, other than the Chairperson of the Board of Directors, are paid an annual retainer of $90,000. In 2012, the Chairperson of the Board received an annual retainer of $125,000. Effective January 1, 2013, the Chairperson of the Board will receive an annual retainer of $140,000. Non-employee directors also receive an annual retainer for serving as a chairperson of a standing committee ($25,000 for the Audit Committee, $20,000 for the Compensation Committee and $20,000 for the Nominating Committee). An annual retainer for committee service is paid to non-employee directors who serve as members (non-chairperson role) on any standing committee ($15,000 for the Audit Committee, $10,000 for the Compensation Committee and $10,000 for the Nominating Committee). In addition, customary expenses for attending Board and committee meetings are reimbursed. Non-employee directors are also eligible to have MasterCard International make matching gift contributions of up to $5,000 in the name of the director to eligible charities.Stock-Based CompensationNon-employee directors, including the Chairperson of the Board, also receive an annual stock grant in the form of deferred stock units, or DSUs, or restricted stock under the Company’s Amended and Restated 2006 Non-Employee Director Equity Compensation Plan. In 2012, non-employee directors, other than the Chairperson of the Board, received a stock grant of approximately $130,000 in the form of restricted stock or DSUs, at the election of each director, and the Chairperson of the Board received a grant of approximately $180,000 in restricted stock or DSUs, at the election of the Chairperson, each of which is rounded to the nearest whole share.Director Stock Ownership GuidelinesThe Board adopted stock ownership guidelines, effective January 1, 2011, for non-employee directors for the purpose of aligning their interests with the interests of stockholders. These guidelines call for ownership of five times the non-employee director’s annual cash retainer to be held in Company stock. For purposes of these guidelines, shares of the Company’s Class A common stock held directly or indirectly by the non-employee director are included; DSUs are also included from the date of the grant. The non-employee directors are given six years from the time of being elected or appointed to the Board to attain these ownership levels.Director Compensation in 2012The following table summarizes the total compensation earned in 2012 by each of our non-employee directors who served as directors during 2012. The Company’s compensation policy is to pay directors in advance in January for the period from January to June and in arrears in December for the period from July to December. In the event that a non-employee director is nominated to the Board or appointed to a committee at any other point during the year, that director will receive a pro-rated amount of the retainer fee and any committee fees from the time he or she began service on the Board or a committee until the next regularly scheduled payment.MasterCard Incorporated222013 Proxy Statement
or Paid in
Cash($)
Awards
($)(1)
Awards($)
Incentive
Compensation
Pension Value
and Nonqualified
Deferred
Compensation
Earnings($)
Compensation
($)(2) $ 160,000 $ 180,016 $ — $ — $ — $ 5,000 $ 345,016 $ 110,000 $ 130,216 $ — $ — $ — $ — $ 240,216 $ 110,000 $ 130,216 $ — $ — $ — $ 5,000 $ 245,216 $ 105,000 $ 130,216 $ — $ — $ — $ 5,000 $ 240,216 $ 115,000 $ 130,216 $ — $ — $ — $ 4,625 $ 249,841 $ 100,000 $ 130,216 $ — $ — $ — $ — $ 230,216 $ 115,000 $ 130,216 $ — $ — $ — $ 5,000 $ 250,216 $ 100,000 $ 130,216 $ — $ — $ — $ — $ 230,216 $ 125,000 $ 130,216 $ — $ — $ — $ — $ 255,216 $ 105,000 $ 130,216 $ — $ — $ — $ 10,000 $ 245,216 $ 100,000 $ 130,216 $ — $ — $ — $ — $ 230,216 (1)Represents the aggregate grant date fair value in accordance with generally accepted accounting standards, or GAAP, in connection with all stock awards granted to Board members in 2012. For 2012 stock awards, the Board members had the option to elect to receive restricted stock or DSUs. The DSUs are to be settled in shares of our Class A common stock on the fourth anniversary of the grant date unless the director’s service as a director is terminated earlier or the director elects to have the DSUs settle later. The share price used for conversion for the grant made on June 5, 2012, the date of the 2012 annual meeting of stockholders, was the closing price for our Class A common stock on the NYSE on that date ($408.20 per share).(2)Represents Company-paid matching charitable contributions. For Mr. Tai, the matching contribution exceeded the Company’s $5,000 limit for the 2012 gift matching plan year due to a processing error.(3)Represents (a) an annual retainer of $125,000 for service as Chairman of the Board, (b) an annual retainer of $20,000 for service as Chairman of the Nominating Committee and (c) $15,000 for service on the Audit Committee during 2012. The stock award represents a grant of 441 shares of restricted stock on June 5, 2012.(4)Represents (a) an annual retainer of $90,000 for service to the Board, (b) $10,000 for service on the Compensation Committee and (c) $10,000 for service on the Nominating Committee during 2012. The stock award represents a grant of 319 DSUs on June 5, 2012. Mr. Barzi began deferring compensation in 2008, but none of his earnings on the deferred amounts are considered above market or preferential.(5)Represents (a) an annual retainer of $90,000 for service to the Board and (b) an annual retainer of $20,000 for service as Chairman of the Compensation Committee during 2012. The stock award represents a grant of 319 DSUs on June 5, 2012.(6)Represents (a) an annual retainer of $90,000 for service to the Board and (b) $15,000 for service on the Audit Committee during 2012. The stock award represents a grant of 319 DSUs on June 5, 2012. Mr. Freiberg began deferring compensation as a member of the U.S. region board in 2002, but none of his earnings on the deferred amounts are considered above market or preferential.(7)Represents (a) an annual retainer of $90,000 for service to the Board, (b) $10,000 for service on the Nominating Committee and (c) $15,000 for service on the Audit Committee during 2012. The stock award represents a grant of 319 DSUs on June 5, 2012.(8)Represents (a) an annual retainer of $90,000 for service to the Board and (b) $10,000 for service on the Compensation Committee during 2012. The stock award represents a grant of 319 DSUs on June 5, 2012.(9)Represents (a) an annual retainer of $90,000 for service to the Board, (b) $10,000 for service on the Compensation Committee and (c) $15,000 for service on the Audit Committee during 2012. The stock award represents a grant of 319 shares of restricted stock on June 5, 2012.(10)Represents (a) an annual retainer of $90,000 for service to the Board and (b) $10,000 for service on the Compensation Committee during 2012. The stock award represents a grant of 319 DSUs on June 5, 2012.(11)Represents (a) an annual retainer of $90,000 for service to the Board, (b) an annual retainer of $25,000 for service as Chairman of the Audit Committee and (c) $10,000 for service on the Nominating Committee during 2012. The stock award represents a grant of 319 DSUs on June 5, 2012.(12)Represents (a) an annual retainer of $90,000 for service to the Board and (b) $15,000 for service on the Audit Committee during 2012. The stock award represents a grant of 319 DSUs on June 5, 2012.(13)Represents (a) an annual retainer of $90,000 for service to the Board and (b) $10,000 for service on the Nominating Committee during 2012. The stock award represents a grant of 319 DSUs on June 5, 2012.MasterCard Incorporated232013 Proxy StatementWe are committed to continually enhancing our proactive approach to corporate governance, which we believe helps us sustain our success and build long-term value for our stockholders. Our Board oversees the strategic direction of the Company and the performance of our business and management. It is actively involved in risk oversight, establishing and enhancing an increasing emphasis on a risk-aware culture throughout MasterCard. Our Board focuses on ensuring processes are in place for maintaining an ethical corporate culture and setting the right “tone at the top”. It is also actively engaged in managing talent and long-term succession planning for executives. It is led by an independent non-executive chairperson, and 11 out of our 12 Board members (and every member of our Audit, Compensation and Nominating Committees) are independent. The Board has adopted Corporate Governance Guidelines, which provide a framework for the effective governance of the Company. Among other items, our Corporate Governance Guidelines, as well as the charters of our Board committees, our Code of Conduct and Supplemental Code of Ethics and our Political Activity Statement can be found on the Company’s website at http://www.mastercard.com by clicking on “About our Company” and “Investor Relations”.We have taken numerous steps since our IPO in 2006 to continually enhance our proactive approach to corporate governance. Highlights include:This year, we completed the phase-in of our declassified Board – starting at the Annual Meeting and going forward, all of our Board members will be elected annuallyIn 2010, we implemented majority voting for our director electionsSince our IPO in 2006, we have had an independent non-executive Chairperson of the Board11 of our 12 Board members are independent, in accordance with New York Stock Exchange requirements and our Corporate Governance GuidelinesOur independent directors meet frequently in executive sessionsOur Board and committees engage in annual self-assessments that vary in format and approachOur Board actively oversees risk of the Company, establishing and enhancing an increasing emphasis on a risk-aware culture throughout MasterCard and setting the right “tone at the top”Our Board is actively engaged in managing talent and long-term succession planning for executivesIn 2012, we provided enhanced political disclosure on our website as part of our updated Political Activity StatementWe have implemented stock ownership guidelines for executive officers and non-employee directors to further align their interests with the interests of stockholders.ChairpersonChairman of the Board.Board, Richard Haythornthwaite. The role of the ChairpersonChairman is to provide governance and leadership to the Board, including helping to organize the work of the Board and ensuring that its members have information to effectively carry out their responsibilities. Specifically, the Chairperson’sMr. Haythornthwaite’s responsibilities include, among othersother things:presiding over meetings of the Board and executive sessions of non-management and independent directors;overseeing the adequacy of information available to directors;coordinating feedback regarding issues discussed in executive session as well as performance to the Chief Executive Officer;facilitating effective communication between the Board and our stockholders, including, among other things, by presiding over the annual meeting, and any special meetings, of stockholders;MasterCard IncorporatedŸpresiding over meetings of the Board and executive sessions of non-management and independent directors; Ÿ 24overseeing the adequacy of information available to directors;coordinating feedback regarding issues discussed in executive session as well as performance to the Chief Executive Officer; Ÿ 2013 Proxy Statementfacilitating effective communication between the Board and our stockholders, including, among other things, by presiding over the annual meeting, and any special meetings, of stockholders;working with the Chief Executive Officer and Corporate Secretary to facilitate clear communications by and between directors from different regions; and Ÿ providing advice and counsel to the Chief Executive Officer. working with the Chief Executive Officer and Corporate Secretary to facilitate clear communications by and between directors from different regions and representing different classes of stockholders; andproviding advice and counsel to the Chief Executive Officer.ChairpersonChairman and Chief Executive Officer, as it believes it is in the best interestsinterest of the Company to make that determination from time to time based on the position and direction of the Company and the membership of the Board. The Company has had a non-executive ChairpersonChairman since its IPO in May 2006, and the Board believes having separate Chief Executive Officer and ChairpersonChairman positions, and having an independent director serve as Chairperson,Chairman, continues to be the appropriate leadership structure for the Company at this time. The Board believes having separate Chief Executive Officer and Chairperson positions, and having an independent director serve as Chairperson,This structure enables the Chief Executive Officer to focus on operation of the Company’s business, while the independent ChairpersonChairman focuses on leading the Board in its responsibilities of acting in the best interests of the Company and itsour stockholders. The Board believes that the Company’sour current leadership structure is supported by the Board’s role in risk oversight of the Company.ChairpersonChairman of the Board ordinarily presides at such sessions. 2015 Proxy Statement • 26Board Risk OversightThe Board of Directors is responsible for overseeing the Company’s overall risk profile and management’s processes for managing risk. Through the Board’s oversight, it establishes and enhances an increasing emphasis on a risk-aware culture throughout MasterCard, and sets the right “tone at the top”. The Board oversees risk both as a full• Board and through its committees. The Board recognizes that it is neither possible nor desirable to eliminate all risks. Hence, it encourages thoughtful risk-taking when achieving the Company’s objectives. The Board meets at least annually with management to specifically discuss the Company’s risk management process and assess the major risks on which the Company intends to focus in the next year (including strategic and competitive, financial, brand and reputational, legal, regulatory and operational risks). Throughout the year, the Board and appropriate committees dedicate a portionCommittees their meetings to review and discuss specific risk topics in greater detail. The Board considers management’s risk assessments and how key risks are managed as it evaluates the Company’s business strategy. Strategic and operational risks are also presented and discussed in the context of presentations to the Board at regularly scheduled Board meetings and during reports to the Board and its committees by the General Counsel and other officers. Oversight of certain specific risks is delegated to designated committees of the Board. These delegations include:Audit Committee - oversees risks relating to the financial statements and financial reporting and controls; internal controls; and legal, regulatory and compliance risks. The Audit Committee also has broader oversight of risk as described belowCompensation Committee - oversees risks arising from the Company’s compensation policies and practices for all employees and non-executive directorsNominating Committee - oversees risks related to the Company’s governance structure and processes, legal and policy matters that could have a significant reputational impact on the Company and the Company’s public affairsOversight of risk by the Board and its committees builds upon, and is part of, our Enterprise Risk Management (“ERM”) program. The ERM program is integrated with the business and designed to ensure appropriate and comprehensive oversight and management of end-to-end risk. The ERM program leverages our business processes to, among other things, ensure: allocation of resources to appropriately address risk; establishment of clear accountability for risk management; support for a cross-functional dialogue; and provision of transparency of risks to senior management, the Board and appropriate Board committees. Our ERM program seeks to accomplish these goals by: identifying, prioritizing and monitoring key risks; providing an independent view of our risk profile; and strengthening business operations by integrating ERM principles and continuing to create a risk-aware culture within MasterCard. MasterCard’s integrated risk management structure balances risk and return by having business units and central functions (such as finance and law) identify, own and manage risks, our executive officers set policy and accountability and the Board and committees provide oversight of the process.MasterCard Incorporated252013 Proxy StatementAs part of its oversight process and as set forth in its charter, the Audit Committee oversees and discusses with management and the Company’s independent registered public accounting firm the Company’s guidelines and policies with respect to risk assessment and risk management, as well as the Company’s major financial and other risk exposures (including those related to internal controls and legal, regulatory and compliance risks) and the steps management has taken to monitor and control such exposures. The Audit Committee is provided at least annually with a report from the ERM function to monitor the status of the risk management process based on what is presented annually to the full Board. The Audit Committee also meets with management of business units and central functions on a rotating basis to discuss current and emerging risks. The Audit Committee reports to the Board with respect to internal controls, and approves internal and external audit plans based on a risk-based methodology and evaluation.The Compensation Committee reviews and assesses the Company’s compensation policies and practices for all employees. Throughout the year, when establishing compensation program elements, making awards and determining final payouts for incentive compensation, the Compensation Committee considers the relationship of the Company’s risk oversight practices to employee compensation policies and practices for all employees (including non-executive officers), including whether the Company’s compensation programs create or encourage excessive risk-taking that is reasonably likely to have a material adverse effect on the Company. The Compensation Committee’s assessment of risk is further discussed below under “Executive Compensation – Compensation Discussion and Analysis – Risk Assessment.”Pursuant to the corporate governance listing standards of the NYSE, a majority of the Board (and each member of the Audit, Compensation and Nominating Committees) must be independent. The Board has adopted director independence standards, which are contained in the Company’s Corporate Governance Guidelines, to assist in its determination of director independence. No director will be considered “independent” unless the Board of Directors affirmatively determines that the director has no material relationship with the Company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company). When making “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 the Company. When assessing the materiality of a director’s relationship with the Company, the Board considers the issue not merely from the standpoint of the director, but also from that of persons or organizations with which the director 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.The Board of Directors has determined that each of our directors other than Mr. Banga qualify as independent directors within the meaning of Section 303A.02 of the NYSE Listed Company Manual and under the independence requirements adopted by the Board as set forth in our Corporate Governance Guidelines.In the course of its determination regarding the independence of each non-management director, the Board considered any transactions, relationships and arrangements as required by Section 303A.02 of the NYSE Listed Company Manual and under the independence requirements adopted by the Board. In particular, the Board considered the following relationships with respect to certain directors:MasterCard Incorporated262013 Proxy StatementDirectorRelationshipSilvio BarziFormer Senior Advisor and Executive Officer of UniCredit Group; director of SiNSYS (a subsidiary of the SIA Group)Steven J. FreibergSenior Advisor to The Boston Consulting Group; Former director and Chief Executive Officer of E*TRADE Financial Corporation; Member of the Leadership Council of New York City Habitat for Humanity; member of the board of trustees of the March of DimesRichard HaythornthwaiteChairman of Southbank Centre BoardNancy J. KarchDirector Emeritus of McKinsey & Company; director of CEB; director of Kimberly-Clark CorporationJose Octavio Reyes LagunesVice Chairman, Coca-Cola Export Corporation, The Coca-Cola CompanyMark SchwartzVice Chairman of the Goldman Sachs Group, Inc. and Chairman of Goldman Sachs Asia Pacific; director of SoftBank Corp.; various non-employee affiliations with Harvard UniversityJackson P. TaiDirector of NYSE Euronext; director of Bank of China, Limited; director of Philips Electronics N.V.; director of Singapore Airlines (which owns SilkAir)Although service as a director or executive officer of another company alone is not a material relationship that would impair a director’s independence, the above listed relationships were reviewed by the Board. As to companies with which MasterCard has (or had) a business relationship and where a director is currently an executive officer, sales to and/or purchases from these entities amounted to less than the greater of $1 million or 2% of that company’s consolidated gross revenues during each of 2012, 2011 and 2010. Specifically, in making its independence determination, the Board considered the following facts with respect to certain directors named above and their primary employment relationships:Third-Party CompanyPaymentsThe Coca-Cola CompanyReceived payments from MasterCard in each of 2010 and 2011 for MasterCard PayPass program support, with amounts that were less than $140,000 in each of 2010 and 2011The Goldman Sachs Group, Inc.Received payments from MasterCard in 2011 and 2012 with respect to asset management services, for an aggregate amount of approximately $230,000Accordingly, the Board determined that, during all relevant years, none of the relationships listed above were of an amount or nature to impede the exercise of independent judgment by any of Ms. Karch or Messrs. Barzi, Freiberg, Haythornthwaite, Reyes, Schwartz or Tai.Additional Director QualificationsOur amended and restated certificate of incorporation and by-laws, as well as our Corporate Governance Guidelines, provide for additional qualifications for service as a Board member, as well as limited membership for “Industry Directors” and officers or employees of the Company:MasterCard Incorporated272013 Proxy StatementProvisionDescriptionQualifications forService• A person shall qualify for election and continued service as a director only if the Board has determined that he or she shall not, except in the case of an Industry Director (as defined below) or a director who is an officer or employee of the Company or any of its subsidiaries, be a director, officer, employee or agent of, or represent or otherwise be affiliated with, a Member (as defined below) or a Similar Person (as defined below) or have been a director, officer, employee or agent of, or have represented or otherwise been affiliated with, a Member or Similar Person during the prior 18 months or otherwise have any business relationship with a Member or similar person that is material to such person. A “Member” is defined as any person that on May 30, 2006 was, or thereafter shall have become or shall become, a “Class A” (or principal) member or affiliate member of MasterCard International or licensee of any of the Company’s or MasterCard International’s brands, or an affiliate of any of the foregoing, whether or not he or she continues to retain such status. A “Similar Person” is defined as any person that is an operator, member or licensee of any general purpose payment card system that competes with the Company, or any affiliate of such a person;• No director shall be a trustee, officer, employee or agent of, or represent or otherwise be affiliated with, The MasterCard Foundation, or have been a director, officer, employee or agent of, or represented, or otherwise been affiliated with The MasterCard Foundation during the prior three years or otherwise have a business relationship with The MasterCard Foundation that is material to such person; and• No director shall be a director, regional board director, officer, employee or agent of, or represent: (1) an entity that owns and/or operates a payment card program that is competitive with any of the Company’s comparable card programs, as determined in the sole discretion of the Board of Directors or (2) an institution that is represented on any board of such an entity.If at any time an individual fails to satisfy the above qualifications, as determined by the Board in its sole discretion, he or she automatically, without further action, ceases to be a director.Industry Directors and Officers or EmployeesOur amended and restated certificate of incorporation and by-laws provide for a limited number of Industry Directors, as well as officers or employees of the Company, to serve on the Board. An “Industry Director” is defined as any director, other than a director who is an officer or employee of the Company or any of its subsidiaries, who is presently, or who has been, within the prior 18 months, previously affiliated with a Member or Similar Person. Our amended and restated certificate of incorporation and by-laws provide for the following Board and committee composition:• The Board will be composed of directors at least 64% of whom are not Industry Directors. Further, the number of directors who are neither Industry Directors nor officers or employees of the Company will at all times be at least two greater than the number of directors who are either Industry Directors or officers or employees of the Company.• Up to one-third of the members of any Audit Committee, Compensation Committee, Nominating Committee or Executive Committee of the Board may be Industry Directors. No more than one Industry Director may serve on the Nominating Committee. No Industry Director shall participate in the process of nominating any person to serve as a director of the Company or selecting any person to serve as a director of The MasterCard Foundation.The Board of Directors has deemed Messrs. Freiberg, Schwartz and Tai to be Industry Directors.QuorumRequirementsA quorum will not be constituted unless directors who are neither Industry Directors nor officers or employees of the Company or any of its subsidiaries represent a majority of the directors present. Furthermore, our amended and restated certificate of incorporation provides that any newly created directorship on the Board that results from an increase in the number of directors and any vacancy occurring in the Board will be filled only by a majority of the directors then in office who are not Industry Directors, although less than a quorum, or by a sole remaining director who is not an Industry Director, unless the Board will be composed only of Industry Directors, in which case any newly created directorship on the Board that results from an increase in the number of directors and any vacancy occurring in the Board will be filled only by a majority of the directors then in office, although less than a quorum, or by a sole remaining director.MasterCard Incorporated282013 Proxy Statementis described below. Each of these committees operates under a written charter, which is available to our stockholders through our website at http://www.mastercard.com by clicking on “About our Company” and “Investor Relations”. table summarizes the responsibilities and current membership of each committee and the total number of meetings each committee held in 2012. Each committee member has been determined by the Board to qualify as independent within the meaning of Section 303A.02 of the NYSE Listed Company Manual.Audit Committee Number of Meetings in 2014: 10 Company’sCompany's financial statements; the Company’sCompany's compliance with legal and regulatory requirements; the qualifications, performance and independence of the Company’sCompany's independent registered public accounting firm; the performance of the Company’sCompany's internal audit function; and the quality of the Company’sCompany's internal controls. The Audit Committee also oversees risk assessment and risk management of the Company.* SEC.SEC and the NYSE. The Board has also determined that each of the members of the Audit Committee is “financially literate”"financially literate" within the meaning of the listing standards of the NYSE. No member of the Audit Committee simultaneously serves on the audit committees of more than three public companies as defined in the NYSE corporate governance guidelines.Listed Company Manual. The Board has identified both Mr. SchwartzFreiberg and Mr. Tai as “audit"audit committee financial experts”experts" under the applicable SEC rules based on their experience and qualifications.Committee Members:BarziHaythornthwaiteKarchOliviéSchwartz (Chair)Tai Number of Meetings in 2012:10Nominating and Corporate Governance Committee Number of Meetings in 2014: 5 as further described under “Electionand members of Directors – Director Nominations” above. The Nominating Committee also considers and recommends Board members to serve onthe committees. It develops and recommends to the Board a set of corporate governance principles applicable to the Company, oversees the annual process for Board and committee self-assessments, is engaged in long-term succession planning efforts for the Chief Executive Officer, considers legal, regulatory and other matters that could have a significant reputational impact on the Company and otherwise takes a leadership role in shaping the Company’sCompany's corporate governance with a focus on the long-term interests of the Company and its stockholders.Members:Haythornthwaite (Chair)KarchSchwartzTian 2015 Proxy Statement • 27Number of Meetings in 2012:5MasterCard Incorporated292013 Proxy StatementHuman Resources and Compensation Committee Number of Meetings in 2014: 5 Company’sCompany's stated compensation strategy. The Compensation Committee determines annual and long-term goals for the Company and ensures that compensation paid to the Chief Executive Officer, as well as other senior officers and key management through cash pay, or any type of long-term or stock-based awards, are commensurate with levels of performance. The Compensation Committee is also responsible for ensuring that the Company has a thorough succession planning process.process for senior level positions and executives. It periodically reviews identified senior level positions and is informed of the development of viable candidates.* (which becomes effective July 1, 2013 and begins to apply to listed companies in 2014) and (b) is a non-employee director for purposes of Rule 16b-3 under the Exchange Act and (c) an outside director for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Internal"Internal Revenue Code”Code"). Committee Members:BarziCarlucci (Chair)OliviéQureshiReyes Number of Meetings in 2012:David Carlucci 7Approval of Executive CompensationThe Compensation Committee approves the compensation of each of the Company’s executive officers, including the named executive officers listed in the Summary Compensation Table in this Proxy Statement. The Compensation Committee has exclusive authority to grant equity awards to executive officers of the Company. Our Chief Executive Officer will generally recommend to the Compensation Committee compensation decisions for the executive officers other than himself. The Compensation Committee also delegates specified administrative functions to certain officers of the Company, including the Company’s Chief Executive Officer and Chief Human Resources Officer. The Compensation Committee regularly reviews the Company’s executive compensation and benefits policies, programs and practices and monitors applicable new rules and evolving best practices concerning executive compensation.Decision-Making Process for Executive CompensationThe agenda for meetings of the Compensation Committee is determined by the Chairperson of the Compensation Committee with the assistance of the Company’s Chief Human Resources Officer. Compensation Committee meetings are regularly attended by the members of the Compensation Committee, Frederic W. Cook & Co. (the Compensation Committee’s outside consultant), the Company’s Chief Executive Officer, the Company’s Chief Human Resources Officer and other representatives of management as appropriate. Generally, the Compensation Committee also meets in executive session. The Chairperson of the Compensation Committee reports to the Board on the Compensation Committee’s decisions concerning, among other things, compensation of the Company’s non-employee directors and executive officers. At the end of each year, the Compensation Committee reviews and makes decisions on the elements and amount of compensation for our named executive officers. Additionally, the Compensation Committee approves the funding for the long-term incentive grants and annual cash-based incentive plans. The compensation consultant is retained by and reports directly to the Compensation Committee. more information on the Company’sCompany's processes and procedures for the consideration and determination of executive and non-employee director compensation, including the role of executive officers and the compensation consultant, see the “Compensation"Compensation Discussion and Analysis”Analysis" section in this Proxy Statement.six5 meetings during 2012.2014. During 2012,2014, each director attended 75 percent or more of the aggregate of: (a) the total number of Board meetings held during the year and (b) the total number of meetings held by all Committeescommittees of the Board on which such director served during the year.year (during the period for which he or she has been a director). The number of meetings held by each Committeecommittee during 20122014 is set forth in the chart above under “Committees"Committees of the Board of Directors”Directors".endeavoursendeavors to hold Board and/or committee meetings on the same date as the Company’sour annual meeting of stockholders in order to increase the number of directors who attend the annual meeting.help promote this attendance. All 12 members of the Board attended the 20122014 annual meeting of stockholders.meeting. 2015 Proxy Statement • 28MasterCard IncorporatedCommitteePrimary Risk Oversight Area 30Compensation Committee • Risks arising from the Company's compensation policies and practices for all employees and non-employee directors Nominating Committee 2013 Proxy Statement 2015 Proxy Statement • 29 of the Company and provides a statement of the Company’sCompany's policies and procedures for conducting business legally and ethically. In addition, the Company has adopted a written Supplemental Code of Ethics that applies only to the Chief Executive Officer, the President, the Chief Financial Officer, the Controller and certain other senior officers of the Company and its subsidiaries, including those who serve in financial, accounting, treasury, tax and legal advisory roles. officers. Both the Code of Conduct and the Supplemental Code of Ethics are posted on our website at http://www.mastercard.com and may be found by clicking on “About our Company”"About MasterCard" and “Investor Relations”then clicking further to "Investor Relations" and "Corporate Governance". They are available free of charge to any person who requests them by writing to theour Corporate Secretary, MasterCard Incorporated, 2000 Purchase Street, Purchase, NY 10577, Attention Bart S. Goldstein.committee of the Boardits committees or any chair of any such committee chairman by mail or electronically. To communicate with the Board, any individual directors or any group or committee of directors, correspondenceCorrespondence 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 Bart S. Goldstein.hisher absence, another member of the Company’sour Law Department, opens all communications received for the sole purpose of determining whether the contents represent a message to the directors. All correspondence that is not in the nature of advertising, promotions 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 communication will be forwarded, depending on the subject matter, to the chairchairman of the Audit, Compensation or Nominating Committee, as appropriate.Company’sCompany's Supplemental Code of Ethics for the Chief Executive Officer and senior officers or (4) retaliatory acts against anyone who makes such a complaint or assists in the investigation of such a complaint, the correspondence will be forwarded to the chairchairman of the Audit Committee.or(or non-compliance with,with) applicable legal and regulatory requirements, possible violations of the Company’sCompany's Supplemental Code of Ethics, for the Chief Executive Officer and senior officers, or retaliatory acts against employees who make such a complaint or assist in the investigation of such a complaint in accordance with the Company’sCompany's Whistleblower Procedures. The General Counsel of the Company, who is the Company’s chief compliance officer,Company's Chief Compliance Officer is responsible for keeping a docket of all reports received under the Company’s Whistleblower Procedures and summarizing the nature of the complaint and other relevant information. The General CounselChief Compliance Officer will report any recent developments of items listed on the docket in reasonable detail to the Chairpersonchairman of the Audit Committee (and, if the Chairpersonchairman so directs, to the full Audit Committee) at or in advance of each regularly scheduled meeting. The Company’s Whistleblower Procedures can be found on itsour website at http://www.mastercard.com and may be found by clicking on “About"About MasterCard"and then clicking further to"Investor Relations," "Corporate Governance" and "Governance Guidelines".Company” and “Investor Relations”.website. 2015 Proxy Statement • 30 2015 Proxy Statement • 31Provision Description IncorporatedInternational 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 the Company.Industry Directors and Other Composition Requirements 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 2015 Proxy Statement • 32 2015 Proxy Statement • 3331 2013 Proxy Statement 2015 Proxy Statement • 34Name (b) (c) (d) (e) Richard Haythornthwaite 160,000 200,037 5,000 365,037 Silvio Barzi 125,000 150,028 1,118 276,146 David R. Carlucci 130,000 150,028 5,000 285,028 Steven J. Freiberg 135,000 150,028 5,000 290,028 Julius Genachowski 64,166 150,028 1,000 215,194 Merit E. Janow 64,166 150,028 5,000 219,194 Nancy J. Karch 135,000 150,028 4,250 289,278 José Octavio Reyes Lagunes 120,000 150,028 — 270,028 Marc Olivié 125,000 150,028 5,000 280,028 Rima Qureshi 125,000 150,028 — 275,028 Jackson P. Tai 125,000 150,028 5,000 280,028 Edward Suning Tian 110,000 150,028 — 260,028 1. Represents the aggregate grant date fair value in accordance with GAAP in connection with all stock awards granted to Board members in 2014. The share price used for converting the grant made on June 3, 2014, the date of the 2014 annual meeting of stockholders, was the closing price of our common stock on the NYSE on that date ($76.35 per share). Mr. Haythornthwaite’s award represents 2,620 shares of restricted stock, Messrs. Reyes, Olivié and Genachowski's awards represent 1,965 shares of restricted stock and the awards to all other Board members represent 1,965 DSUs per director. 2. Represents Company-paid charitable matching contributions. Non-employee directors are eligible to have the Company make matching gift contributions of up to $5,000 annually in the name of the director to eligible charities. Name Annual Retainer ($) Audit Committee Retainer ($) Compensation Committee Retainer ($) Fees Earned or Paid in Cash ($) Richard Haythornthwaite 150,000 — — 10,000 160,000 Silvio Barzi 100,000 15,000 10,000 — 125,000 David R. Carlucci 100,000 — 20,000 10,000 130,000 Steven J. Freiberg 100,000 25,000 10,000 — 135,000 58,333 — 5,833 — 64,166 58,333 — — 5,833 64,166 Nancy J. Karch 100,000 15,000 — 20,000 135,000 José Octavio Reyes Lagunes 100,000 — 10,000 10,000 120,000 Marc Olivié 100,000 15,000 10,000 — 125,000 Rima Qureshi 100,000 15,000 10,000 — 125,000 Jackson P. Tai 100,000 15,000 — 10,000 125,000 Edward Suning Tian 100,000 — — 10,000 110,000 1. Mr. Genachowski and Ms. Janow joined the Board of Directors on June 3, 2014. Therefore, their cash compensation was for 7/12 of the applicable annual retainer amounts. 2015 Proxy Statement • 35 OF THE COMPANY(“and MasterCard International ("Executive Officers”Officers") is set forth below, excluding Mr. Banga which is included(included above under “Proposal"Proposal 1 – Election of Directors.”Directors"). Each Executive Officer serves at the discretion of the Chief Executive Officer orand the Board of Directors.Board. Each Executive Officer is a member of the Company’sCompany's Executive Committee, which manages the Company’sCompany's corporate performance and develops corporate strategy. Walter Macnee serves as Vice Chairman in the office of the CEO and as an advisor to the Executive Committee. The age for each Executive Officer is as of the time of the Annual Meeting.
Ann CairnsAge: 56
Ms. Cairns is President, International Markets for MasterCard Incorporated and MasterCard International. In this capacity, she is responsible for MasterCardthe management of all of MasterCard's markets and customer-related activities outside the U.S.United States and Canada. Prior to joining MasterCard in August 2011, Ms. Cairnsshe was a managing director and head of the Financial Industry Services Group for Europe with Alvarez & Marsal in London. From 2008 to 2011, Ms. Cairns led the European team managing the estate of Lehman Brothers Holdings International through the Chapter 11 process. From 2002 until 2008, Ms. Cairns was CEO, Transaction Banking at ABN-AMRO in London, where she managed a global business with over€5 €5 billion in revenue in 50 countries, covering the commercial, retail and financial institutions segments, and reported to the Group Board and served on the bank’sbank's Executive Committee. Prior to joining ABN-AMRO, Ms. Cairns spent 15 years with Citigroup in a variety of senior operational roles, including Chief Operating Officer, e-Business, where she led U.S., European and Japanese operations. Ms. Cairns is a director and member of the audit committee of AstraZeneca PLC, a biopharmaceutical company.
Gary J. FloodAge:54 is President, Global Products and Solutions for MasterCard Incorporated and MasterCard International. In this capacity, he has responsibility for the development of innovative products and services that benefit consumers, merchants, business partners and governments around the Company delivers to its customers.world. He has responsibility for global network products, MasterCard Labs, emerging payments, core products, MasterCard Advisors and worldwide marketing and communications. Prior to being appointed to his current position in November 2007, Mr. Floodhe was Executive Vice President of Global Account Management for the Company. In this capacity, Mr. Flood oversaw the Company’sCompany's efforts to support its largest global customers. Previously, Mr. Flood was Senior Vice President of Consumer Card Product Management and Development, where he spent four years directing all MasterCard consumer credit programs in the United States. Mr. Flood joined the Company in 1986 as Regional Marketing Director and subsequently served in various increasingly senior positions at the Company.Company, both in the customer management and product management and development areas. Before joining the Company, he was National Sales Manager for Citicorp’sCiticorp's Merchant Business.
Ron Garrow2015 Proxy Statement • 36Age:49
Mr. Garrow is Chief Human Resources Officer of MasterCard Incorporated and MasterCard International. In this capacity, he is responsible for Globalall Human Resources, which includes the corporate and regional Human Resources functions.Resource functions globally. Prior to assuming this role in April 2013, Mr. Garrowhe was responsible forExecutive Vice President, Global Human Resources Plans and Programs for the Company from November 2011 until March 2013, and was responsible for global talent acquisition, management and development from March 2010 until October 2011. Prior to joining the Company in March 2010, Mr. Garrow spent six years at Bank of America as the human resources executive for the chief financial officer and chief learning officer, among other positions. Previously, he spent 19 years at Wachovia in various positions of increasing levels of responsibility, including lastly as chief learning officer where he was responsible for the company’sCompany's Training, Leadership & Executive Development, Diversity and Learning Infrastructure. Mr. Garrow is a member of the Bersin AdvisoryGray Stone Day School Board of Directors and of the NFTE Fairchester Advisory Board.MasterCard Incorporated322013 Proxy Statement
Noah J. HanftAge:60Mr. Hanft is General Counsel and Chief Franchise Integrity Officer of MasterCard Incorporated and MasterCard International. In this capacity, heMs. Hund-Mejean is responsible for legal affairsMasterCard's corporate controller, tax, internal audit, investor relations, strategy, mergers and public policy, serves as the Company’s chief compliance officeracquisitions, financial planning and has responsibility for MasterCard’s franchise development functionanalysis, treasury, risk management, global supply chain, business unit finance and MasterCard’s Payment System Integrity function, which includes Fraud Management, Security and Risk Services and Global Product and Information Security. He was appointed as General Counsel of the Company in October 2000. Mr. Hanft served as Corporate Secretary of the Company from October 2000 until August 2012. He has served in various increasingly senior positions at the Company since 1984, except for 1990 to 1993, when he was Senior Vice President and Assistant General Counsel at AT&T Universal Card Services Corp. Prior to joining MasterCard, Mr. Hanft was associated with the intellectual property law firm of Ladas & Parry in New York. He began his career as an attorney with the Legal Aid Society and now serves as a member of its board of directors. Mr. Hanft is also a member of the board of directors of The Network for Teaching Entrepreneurship.
Martina Hund-MejeanAge:53Ms. Hund-Mejean is Chief Financial Officer of MasterCard Incorporated and MasterCard International.regional finance functions. Prior to becoming Chief Financial Officer in November 2007, Ms. Hund-Mejean served as Senior Vice President and Treasurer of Tyco International Ltd from December 2002 until November 2007. From 2000 to 2002, she was Senior Vice President and Treasurer of Lucent Technologies Inc. (now Alcatel-Lucent). Ms. Hund-Mejean held a series of finance positions of increasing responsibility at General Motors Corporation, both in the U.S. and U.K., including Assistant Treasurer, from 1998 to 2000. She began her corporate career as a credit analyst at Dow Chemical in Frankfurt, Germany. Ms. Hund-Mejean is a director and member of the audit committee of Prudential Financial, Inc., a financial services company, and is also a member of the Board of Trustees of The University of Virginia Darden School Foundation.
Walter M.MacneeAge:58 is Vice Chairman for MasterCard Incorporated and MasterCard International. In this capacity, he oversees various senior client, government and merchant relationships and plays a central role in steering the Company’sCompany's strategy toward the wider merchant community and other key stakeholders in the payments industry. Prior to being appointed to his current position, Mr. Macneehe was President, International Markets, with responsibility for all markets and customer-related activities outside of the United States from January 2009 until August 2011. From November 2007 until January 2009, he was President, Global Markets. From 2006 until November 2007, Mr. Macnee was President of the Americas, with responsibility for building all aspects of the Company’sCompany's issuance and acceptance business in the United States, Canada, Latin America and the Caribbean. From 2001 to 2004, he was President of MasterCard Canada. From 2004 to 2006, Mr. Macnee served as Executive Vice President, Canadian Imperial Bank of Commerce, in Toronto. Previously, he spent 18 years with Toronto Dominion Bank.
Chris A. McWilton2015 Proxy Statement • 37Age:54
Mr. McWilton 
Robert ReegAge:57
Mr. ReegMcWilton is President, MasterCard Technologiesa director and chairman of MasterCard Incorporatedthe audit committee of Nortek, Inc.
Mr. Murphy is responsible for overseeing legal affairs and 
Mr. Reeg oversees MasterCard’s strategic processing platform, global network and quality of technology operations and is based at 2015 Proxy Statement • 38INFORMATION Name and Address of Beneficial Owner Shares of Class A Common Stock Percent of Total Outstanding Class A Common Stock Beneficially The MasterCard Foundation(1) 2 St. Clair Avenue East, Suite 301 Toronto, Ontario M4T 2T5 BlackRock, Inc. (2) 40 East 52nd Street New York, NY 10022 FMR LLC(3) 82 Devonshire Street Boston, MA 02109 T. Rowe Price Associates, Inc.(4) 100 E. Pratt Street Baltimore, MD 21202OF EQUITY SECURITIES OF THECOMPANY AND SECTION 16(a) COMPLIANCE
Beneficially Owned
Owned 12,153,057 10.4% 7,459,378 6.4% 7,087,644 6.1% 6,685,766 5.7% 116,565,399 10.4% 59,465,449 5.3% (1)Based on1. March 18, 2013. Based on a Schedule 13G/A filed with the SEC on February 11, 2013,12, 2015. The MasterCard Foundation has sole voting and dispositive power with respect to the shares of Class A common stock.(2)Basedstock, based on a Schedule 13G13G/A filed with the SEC on January 30, 2013, BlackRock, Inc. has sole voting and dispositive power with respect to shares of Class A common stock.February 17, 2015.(3)2. Based on a Schedule 13G filed with the SEC on February 14, 2013, Fidelity Management & Research Company (“Fidelity”), a wholly-owned subsidiary of FMR LLC, is the beneficial owner of 6,821,759 shares of Class A common stock. Edward C. Johnson 3d, the Chairman of FMR LLC, and FMR LLC each2, 2015, BlackRock, Inc. has sole dispositive power with respect to these shares. Voting power for59,465,449 shares owned directly by the Fidelity funds resides with the funds’ Boards of Trustees. Fidelity Management Trust Company, a wholly-owned subsidiary of FMR LLC, is the beneficial owner of 33,384 shares of Class A common stock, with respect to which Edward C. Johnson 3d and FMR LLC each has sole voting and sole dispositive power. Strategic Advisers, Inc., a wholly-owned subsidiary of FMR LLC, is the beneficial owner of 7,465 shares of Class A common stock, which FMR LLC beneficially owns. Pyramis Global Advisors LLC, a wholly-owned subsidiary of FMR LLC, is the beneficial owner of 19,540 shares of Class A common stock, of which Edward C. Johnson 3d and FMR LLC each has sole power to dispose of such shares and sole power to vote 11,500 shares of Class A common stock. Pyramis Global Advisors Trust Company is the beneficial owner of 141,629 shares of Class A common stock, of which Edward C. Johnson 3d and FMR LLC each has sole power to dispose of 141,629 shares of Class A common stock and sole power to vote 81,449 shares of Class A common stock. FIL Limited is the beneficial owner of 63,867 shares, and FMR LLC made its filing on Schedule 13G on a voluntary basis as if it beneficially owned such shares on a joint basis with FIL Limited. FIL Limited has sole dispositive power with respect to these shares, sole voting power with respect to 58,85648,536,862 shares of these shares and no voting power with respect to 5,011 of these shares. FMR LLC, Fidelity Management & Research Company, Fidelity Management Trust Company and Strategic Advisers, Inc., share the address listed above. The address for Pyramis Global Advisors LLC and Pyramis Global Advisors Trust Company is 900 Salem Street, Smithfield, Rhode Island, 02917. FIL Limited’s address is Pembroke Hall, 42 Crow Lane, Hamilton, Bermuda.Class A common stock.(4)Based on a Schedule 13G/A filed with the SEC on February 6, 2013 and explanatory information provided to MasterCard by T. Rowe Price Associates, Inc., these securities are owned by various individual and institutional investors for which T. Rowe Price Associates, Inc. serves as an investment advisor with power to direct investments and/or sole power to vote the securities. For the purposes of the reporting requirements of the Exchange Act, T. Rowe Price Associates, Inc. is deemed to be a beneficial owner of such securities; however, T. Rowe Price Associates, Inc. expressly disclaims that it is, in fact, the beneficial owner of such securities.
the number of shares of Class A common stock directly or indirectly owned; 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; or any other stock awards that would vest (or have restrictions removed) within 60 days of that date, including restricted stock units, DSUs and Name Shares of Class A Directly and (a) Stock Options (b)(1) Total Shares of Class A (c) Richard Haythornthwaite Ajay Banga Silvio Barzi David Carlucci Steven J. Freiberg Nancy J. Karch Marc Olivié Rima Qureshi José Octavio Reyes Lagunes Mark Schwartz Jackson Tai Edward Suning Tian Ann Cairns Gary J. Flood Martina Hund-Mejean Chris A. McWiltonour Class A common stock beneficially owned by each director and each named executive officer listed on the “Summary"Summary Compensation Table”Table" and all directors and executive officers as a group. Such shares consist of:deferred stock units (“DSUs”).Company’s 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.
common stock
Indirectly Owned
Exercisable, Restricted
Stock Units Vesting and
Deferred Stock Units
Receivable Within 60 Days
common stock Beneficially Owned
(includes shares, stock options,
restricted stock units and deferred stock
units from columns (a) and (b)) 3,277 2,573 5,850 16,707 69,242 85,949 529 1,740 2,269 3,587 1,740 5,327 2,367 1,740 4,107 615 1,740 2,355 3,587 1,740 5,327 0 745 745 459 1,740 2,199 7,587 1,740 9,327 350 1,740 2,090 3,112 1,740 4,852 423 1,263 1,686 7,948 6,843 14,791 11,105 (2)(3) 25,996 37,101 (2)(3) 7,435 (4) 18,801 26,236 (4) All directors and executive officers as a group
(19 persons) 79,848 (3) 152,186 232,034 (3) 2015 Proxy Statement • 39Name 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) (c) Richard Haythornthwaite 26,770 31,780 58,550 Ajay Banga 908,753 Silvio Barzi 11,240 15,985 27,225 David Carlucci 46,430 11,375 57,805 Steven J. Freiberg 14,230 11,375 25,605 Julius Genachowski 1,965 Merit E. Janow — 1,965 1,965 Nancy J. Karch 12,100 15,985 28,085 Marc Olivié 23,870 21,935 45,805 Rima Qureshi — 11,985 11,985 José Octavio Reyes Lagunes 12,981 11,375 24,356 Jackson P. Tai 14,060 11,375 25,435 Edward Suning Tian 39,958 11,375 51,333 Ann Cairns 30,249 102,464 132,713 Gary J. Flood 49,490 176,163 225,653 Martina Hund-Mejean 255,733 Chris A. McWilton 194,944 All directors and executive officers as a group
(20 persons)1,932,416 (1)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. For non-executivenon-employee directors, includes DSUs and restricted stock that will be settled or have restrictions removed, as applicable, within 60 days of either the Record Date or termination of a director’s service as a director.(2)2. Includes 20065,610 shares of Class A common stock held by Ms. Hund-Mejean’s husband.(3)Fractional shares have been rounded up to the nearest whole share.(4)Includes 3,692 shares of Class A common stock held in a grantor retained annuity trust for which Mr. McWiltonBanga is the sole trustee. Mr. McWiltonBanga has sole voting and investment power with respect to such shares.
2014. the Company’sour directors and officers, and persons who beneficially own more than ten percent of a registered class of the Company’sour 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, the Company believes that all of its directors, officers and persons who beneficially own more than ten percent of the Company’s Class A common stock complied with all Section 16(a) filing requirements applicable to them with respect to events and transactions that occurred during 2012. 2015 Proxy Statement • 40CERTAIN RELATIONSHIPS AND RELATEDTRANSACTIONS•The Code of Conduct requires that any transaction that exceeds $120,000 between the Company Compensation Discussion and a related party, or in which a related party would have a direct or indirect material interest, be promptly disclosed to the General Counsel of the Company. The General Counsel is required to disclose such transactions promptly to the Board of Directors. Transactions with related parties must be approved or ratified by the Board of Directors or a committee of the Board of Directors consisting of at least three disinterested directors. Any director having an interest in the transaction is not permitted to vote on such transaction. Under the Code of Conduct, a “related party” is any of the following:an executive officer of the Company;a director (or director nominee) of the Company;an immediate family member of any executive officer or director (or director nominee);a beneficial owner of five percent or more of any class of the Company’s voting securities; oran entity in which one of the above described persons has a substantial ownership interest in or control of such entity.
The Company’s Executive Compensation policies. The Compensation Committee Analysis Plan, or SEAICP. The Compensation Committee group: for NEOs Net Income ($millions) Net Revenue ($millions) In addition to assessing performance against the net income and net revenue targets, the Compensation Committee considers the corporate scorecard and uses its business judgment in determining, within the amounts payable based on Analysis Ajay Banga Martina Hund-Mejean Chris A. McWilton Gary J. Flood Ann Cairns the NEOs: peer group 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 accounting treatment of such awards; and the effect of having the Ajay Banga Martina Hund-Mejean Chris A. McWilton Gary J. Flood Ann Cairns the NEOs: Saturday and the NYSE was not open for trading on that date. In accordance with the Company's granting guidelines and the long-term incentive plan, if the NYSE is not open on the grant date, the closing price from the last trading day prior to the grant date is used. MasterCard UK Pension Plan; andMasterCard’sMasterCard's executive compensation program for 20122014 as well as certain elements of the 20132015 program and analyzes the total compensation for our named executive officers ("NEOs"), who are listed below and appear in the Summary Compensation Table inof this Proxy Statement.Named Executive Officers Ajay Banga President and Chief Executive Officer Martina Hund-Mejean Chief Financial Officer Gary J. Flood President, Global Products and Solutions Chris A. McWilton President, North America Ann Cairns President, International Markets MasterCard’snamed executive officers,NEOs, who are critical to the Company’sCompany's long-term success. Our executive compensation program is based upon and designed to address three core principles:officer goals are linked with stockholder interestsPay is significantly performance-basedopportunities are competitive to attract and retain talented employeesExecutive officer goals are linked with stockholder interests The Company's compensation policies are designed to align the interests of our executive officers with those of our stockholders. Pay is significantly performance-based We provide executive compensation from a total direct compensation perspective. This consists of fixed and variable pay, with an emphasis on variable pay to reward short- and long-term performance measured against pre-established goals and objectives. Compensation opportunities are competitive to attract and retain talented employees Each year, the Compensation Committee assesses the competitiveness of total compensation levels for executives to enable the Company to successfully attract and retain executive talent. executives.executive officers. The Compensation Committeecommittee makes decisions on executive compensation from a total direct compensation perspective. Total direct compensation is composed of base salary, annual cash incentive and long-term, stock-based incentive compensation. A significant portion of our executives’executives' compensation is performance-based.performance-based and at-risk. In addition, our compensation program is weighted toward long-term equity awards rather than cash compensation in order to maximizecompensation. We believe this maximizes retention and ensureensures that a substantial portion of our named executive officers’NEOs’ compensation is directly aligned with stockholderstockholders' interests.For 2012, eachnamed executive officers was provided with an opportunity to earn a cash incentive award under our Senior Executive Annual Incentive Compensation Plan, or SEAICP. Funding was based upon pre-established net incomecompensation program and net revenue targets, with the payout amount then based upon achievement of pre-determined quantitative and qualitative corporate performance objectives and personal objectives. For 2012, each of our named executive officers also received a long-term incentive award whose value was composed of 50% stock options and 50% performance stock units, or PSUs. The stock options vest in 25% increments on each of the first four anniversaries from the date of grant. Vesting of the PSUs depends on the Company’s performance against a pre-determined return on equity goal over a three-year performance period.Financial and Operational HighlightsIn recent years, MasterCard has had strong operational and financial performance, despite challenging global economic and financial conditions. The Company’s performance has resulted in the substantial appreciation of the Company’s stock price, from a $39 per share price at the time of the Company’s IPO in May 2006 to a closing stock price of approximately $522 per share as of April 19, 2013.MasterCard Incorporated382013 Proxy StatementIn 2012, MasterCard again had strong annual operational and financial performance, which included the following highlights:Net revenue of $7.4 billion, an increase of 13% versus 2011, adjusted for currency1 (10% on an as-reported basis)Cross-border volume growth of 16% on a local currency basisNet income of $2.8 billion, an increase of 20% versus 2011, adjusted for currency1 and excluding special items2in both periods (on an as-reported basis, net income was $2.8 billion, an increase of 45% versus 2011)Diluted EPS of $22.04, an increase of 22% versus 2011, adjusted for currency1 and excluding special items2in both periods (on an as-reported basis, diluted EPS was $21.94, an increase of 48% versus 2011)Operating margin of 53.5%, excluding special items2in both periods (on an as-reported basis, operating margin was 53.3%);Gross Dollar Value, or GDV, growth of 15% on a local currency basisRepurchased 4.1 million shares at a cost of $1.7 billionProcessed transaction growth of 25% versus 2011Maintenance of a strong capital position, including cash flow from operations of $2.9 billion during 2012 and $5.0 billion of cash, cash equivalents and available-for-sale securities as of December 31, 20121. Adjusted for the impact of foreign exchange rates with respect to the Euro and the Brazilian real. The presentation of growth rates adjusted for currency represent a non-GAAP measure and are calculated by re-measuring the prior period’s results using the current period’s exchange rates.2. Special items consist of the provisions recorded in 2011 ($770 million pre-tax, or $495 million on an after-tax basis) and 2012 ($20 million pre-tax, or $13 million on an after-tax basis) for potential settlements relating to the U.S. merchant litigations.considered a number of quantitative and qualitative factors in determiningevaluated the amountresults of the SEAICP bonus payoutsay-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 2012. The results outlined above demonstrate how MasterCard achieved or exceeded mostthe balance of its goals despite the challenging economic environment that existed in virtually every region around the world during 2012.2014 and for 2015. The Compensation Committee exercised its discretionwill continue to consider the outcome of future say-on-pay votes, in addition to various other factors, when making future compensation decisions. 2015 Proxy Statement • 41established the corporate score to be used for purposes of paying annual incentives under the SEAICP at 120% of target.We believe the voting results from our 2012 say-on-pay proposal, as discussed below, shows strong shareholder support for our executive compensation approach. MasterCard’s Board of Directors, thethe Company haswe have adopted a number of practices over the last several years that affect our executive compensation program:What We Do What We Don’t DoAnnualüPerform an annual “say-on-pay” advisory vote for stockholders No hedging of Company stockü Pay for PerformanceNo new tax “gross ups” for executive officersperformanceü Use Peer Groupsappropriate peer groups when establishing compensationNo tax “gross ups” for perquisitesü Balance short- and long-term incentives No new “evergreen” employment agreementsü Align executive compensation with shareholderstockholder returns through long-term incentivesü Include caps on individual payouts in incentive plans ü Include a clawback policy in our incentive plans ü Set significant stock ownership guidelines for executives and non-employee directors ü Mandate “double-trigger” provisions for all plans that contemplate a change-in-control ü ü Mitigate undue risk taking in compensation programs ü Include criteria in incentive plans to maximize tax deductibility ü Retain an independent external compensation consultant What We Don't Do x No hedging of MasterCard stock x No new tax "gross ups" for executive officers x No tax "gross ups" for perquisites x No new "evergreen" employment agreements x No new participants in the Supplemental Executive Retirement Plan, or SERP Include caps on individual payouts in incentive plansx No repricing of options Inclusion of a clawback policy in our incentive plansx No dividend equivalents on unvested equity awards Significant stock ownership guidelines for executives and directors“Double-trigger” provisions for all plans that contemplate a change-in-controlCondition grants of long-term incentive awards on execution of a non-solicitation, non-competition and non-disclosure agreementMitigate undue risk taking in compensation programsInclude criteria in incentive plans to maximize tax deductibilityRetain an independent external compensation consultant 2015 Proxy Statement • 42MasterCard Incorporated1.39Proxy Statement($95 million pretax, or $61 million on an after-tax basis) for potential settlements relating to the U.S. merchant litigations. On a GAAP basis, net income increased 16% and diluted EPS increased 21%, each compared on a year-over-year basis. See Annex A for reconciliations of these non-GAAP measures.The Company’sPrinciplesAs noted above, theHighlightsCommittee’s compensation decisions for our named executive officers are based on the following core principles:Executive officer goals are linked with stockholder interestsThe Company’s compensation policies are designed to align the interests of our executive officers with those of our stockholders.Pay is significantly performance-basedWe provide executive compensation from a total direct compensation perspective which consists of fixed and variable pay, with an emphasis on variable pay to reward short-and long-term performance measured against pre-established goals and objectives.Compensation opportunities are competitive to attract and retain talented employeesEach year, the Compensation Committee assesses the competitiveness of total compensation levels for executives to enable the Company to successfully attract and retain executive talent.Role of Compensation Consultantretainsconsidered a number of quantitative and qualitative factors in determining the amount of the SEAICP payout for 2014. The financial and operational results outlined above demonstrate how MasterCard achieved or exceeded most of its own outside compensation consultant. Beginninggoals during 2014. Based on January 1, 2011,its assessment of the overall performance of the Company, the Compensation Committee engagedestablished the corporate score for purposes of paying annual incentives under the SEAICP at 130% of target (see page 48 for additional information). 2015 Proxy Statement • 43to provide primarily(the Compensation Committee’s independent external consultant), the followingCEO, the CHRO and other representatives of management as appropriate. The committee also meets in executive compensation consulting services:assisting withsession without members of management present. The Chairman of the development and analysis of peer group companies for comparison of executive compensation;conducting benchmarking of executive officer compensation relativeCompensation Committee reports to the peer group;Board on the committee's decisions concerning, among other things, compensation of the executive officers. At the end of each year, the Compensation Committee reviews andadvising makes decisions on executive compensationthe elements and equity plan design.The compensation consultant’s engagement includes reviewing and advising on all material aspectsamount of executive compensation for our NEOs. Additionally, the Company, including base salaries,Compensation Committee approves the funding for the long-term incentive awards and annual incentives and equity compensation. In addition to the primary executive compensation services described above, during 2012 the compensation consultant, among other things:reported on trends, developments and best practices in executive compensation;discussed the meritsRole of various performance metrics for incentive compensation;reviewed and advised on perquisite practices among peer group companies; andprovided advice with respect to non-employee director compensation.The Compensation Committee retains its own independent compensation consultant who reports directly to the committee. Since January 2011, the Compensation Committee has engaged the services of Frederic W. Cook & Co. to provide primarily the following executive compensation consulting services: The compensation consultant's engagement includes reviewing and advising on all material aspects of the Company's executive compensation programs, including base salaries, annual incentives and equity compensation. In addition to the primary executive compensation services described above, during 2014 the compensation consultant, among other things: • discussed the merits of various performance metrics for incentive compensation; the meetings of the Compensation Committee.Committee meetings. In the course of discharging its responsibilities to the Compensation Committee, the compensation consultant regularly communicates with the Chairman of the Compensation Committee outside of committee meetings. Themanagementthe CHRO, Executive Vice President of Total Rewards and various members of the Company’s executive compensation group, and in particular both the Company’s Head of Global Rewards and Chief Human Resources Officer, from time to time to, amongtotal rewards team. Among other things, gatherthese meetings include discussions regarding compensation-related information and to review recommendations that the Chief Executive OfficerCEO may make to the Compensation Committee concerning executive officer compensation other than his own. The compensation consultant reports to the Compensation Committeecommittee on these matters rather than to management. Theconsultant’sconsultant's input and advice, yetit uses its own independent judgment in making final decisions concerning compensation paid to the executive officers of the Company.officers. The Compensation Committeecommittee has the full authority to retain and terminate the services of the compensation consultant.Committee, and noCommittee. No such services were provided in 2012.2014. 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 Compensation Committee determined that no conflicts of interest existed in connection with the services the compensation consultant performed for it in 2014. 2015 Proxy Statement • 44in fiscal 2012.then leads an executive Board session during which the non-executive directors evaluate the Company's and the CEO's performance. The committee uses the input from the executive session during the compensation decision making process.MasterCard Incorporated 402013 Proxy StatementPeer GroupCompany’sCompany's peer group that is used for market comparisons and benchmarking.The first step in During 2014, following the selection process for determining the peer group is to identify potential peer companies with the following general characteristics:Companies with comparable lines of business or in a related industry, such as the payments, technology or financial services industries;Companies of a similar size, based primarily on revenue;Companies with whom MasterCard competes for executive talent; and/orCompetitors for investor capital.The Compensation Committee then reviews the potential peer group companies identified from the general characteristics above and then refines the list based on additional criteria. Those additional criteria include:Companies with substantial operating margin;Companies that derive at least 25% of their revenue from international operations;Companies within a comparable range of MasterCard’s market capitalization; and/orCompanies that investors and analysts consider to be peers of MasterCard.The general characteristics and additional criteria resulted in the selection by the Compensation Committee of the following peer group, which is unchanged from the prior year:Adobe SystemsCA TechnologiesEMC CorporationPaychexAmerican Express Co.Capital One Financial Corp.Fidelity National Information Services Inc.State StreetAutomatic Data Processing Inc. Cognizant Tech SolutionsFiservVisa Inc.Bank of New York Mellon Corp. Discover Financial Services Inc. Juniper NetworksWestern UnionBB&TeBayNorthern Trust Corp.Yahoo!At the time this peer group was initially approved, MasterCard’s revenue approximated the median revenueannual in-depth review of the peer group, and was in the top quartile ofcommittee approved changes to the peer group with respectwhich had been in effect since 2011 and which was used when establishing the 2014 target compensation during the annual decision making process.market capitalization. Asthe small number of December 31, 2012, MasterCard’sdirect competitors and given that the competitors for talent are fairly wide ranging, the Compensation Committee considers a variety of factors in reviewing and selecting potential peer companies. 2015 Proxy Statement • 45The first step in the selection process for determining the peer group is to identify companies with at least some of the following characteristics: The Compensation Committee then reviews the potential peer group companies identified from the general characteristics above and refines the list based on additional criteria. Those additional criteria include: • Business screens, including industry relevance and global presence Following their review in 2014, to ensure the peer group is better aligned with the Company's evolving strategy, the Compensation Committee approved changes to the peer group that: 
continued to approximate the median and its market capitalization, remained inas shown below, the top quartile ofchanges only had a minor impact on MasterCard's relative size rank within the peer group.
2015 Proxy Statement • 46compensation consultant used thisrevised peer group was first used in September 2014 when setting Mr. Banga's base pay (see page 48 for additional information) and was used to develop the market data and benchmarking materials that were provided to the Compensation Committee to assist inwith the 2012 executive2014 year-end compensation decision making process.ExecutiveProgram ElementsCompensation Committeecommittee because each element is considered by the Committeecommittee to be important in meeting one or more of the objectives of our compensation philosophy.MasterCard Incorporated412013 Proxy Statementprimary elements of total direct compensation for our named executive officersNEOs in 2012:ElementFormObjectives and BasisBase SalaryCash• Designed to attract and retain high quality executive officers• Reviewed at time of hire and, thereafter, annually and/or at the time of promotion• Considerations are peer group analysis, individual performance, unique position characteristics, job responsibilities, experience, retention and succession• Generally held constant for senior level executives once market competitive levels are achieved, subject to competitive factors and/or change in job responsibilitiesAnnualIncentiveCash• Designed to attract and retain high quality executive officers and reward the attainment of specific performance measures during a fiscal year• Target bonus amount is set as a percentage of base salary and is reviewed annually• Considerations are peer group analysis, Company and individual performance, unique position characteristics, job responsibilities, experience, retention and succession• Targeted with reference to a range around the median of market competitive levels of target compensation for similar positionsLong-TermIncentiveStock options andPSUs• Designed to motivate and reward the executive officers for the attainment of long-term business objectives, and to align their interests with those of our stockholders• Targeted with reference to a range around the median of market competitive levels of target compensation for similar positions and is reviewed annually• Actual awards of annual stock options and PSUs based on peer group analysis,Company and individual performance, unique position characteristics, experience, retention and successionIn assessing and establishing target total direct compensation for our named executive officers, the Compensation Committee each year examines and compares peer group data for each of the various compensation elements against the Company’s executive compensation and makes decisions after considering each individual element and its effect on total direct compensation and the corresponding position in the competitive market range. Worksheets showing, for each named executive officer, the individual compensation elements, amounts of each element and target total compensation relative to the peer group data are prepared by the compensation consultant and reviewed by the Compensation Committee. With the assistance of the Compensation Committee’s compensation consultant, targets are set for base salary, annual incentive and long-term equity. 2014:
named executive officers’ pay for the NEOs is variable and contingent upon meeting or exceeding pre-determined performance goals.our named executive officersthe NEOs during 20122014 were based on a consistent application of our compensation policies. The variance between the target compensation paid toof our Chief Executive OfficerCEO and the other named executive officersNEOs arose due to the different roles, and levels of responsibility between the Chief Executive Officer and the other named executive officers, 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 based on individual and Company performance. 2015 Proxy Statement • 47
establishes base salaries that are informed by peer group data and reflective ofuses the contributions ofSEAICP to provide a cash incentive award to the executive officer to MasterCard.Annual IncentiveMasterCard provides named executive officers, with an opportunity to earn cash incentive awards throughincluding the SEAICPNEOs, for the attainment of annual Company, business unit and individual goals overthat are established at the coursestart of the year. Company performance goals2012,each NEO in 2014 were as well as the types of pre-defined special items (as discussed in the footnote below the chart that follows), werefollows: 2015 Proxy Statement • 48Name Summary of each NEOs Primary 2014 Objectives Ajay Banga Progressing the Company's overall strategy to accelerate diverse revenue growth, drive operational execution, focus on security, technology & innovation, enhance the perception of the Company in the marketplace and build/strengthen relationships with key constituents Martina Hund-Mejean Strategic development, risk mitigation, progressing the tax strategy and focus on investors Gary J. Flood Global advancement of core and emerging products and growth of MasterCard IncorporatedAdvisorsChris A. McWilton Revenue growth in the North America region and improving customer satisfaction Ann Cairns 422013 Proxy StatementRevenue growth globally (excluding the North America region) and improving customer satisfaction2012.2014. The metrics selected for the SEAICP funding formula were net income, and net revenue. The Compensation Committee has determined that net income isas a key metric in measuring management’smeasure of management's success in executing the Company’sCompany's strategies and initiatives. The Compensation Committee further determined thatinitiatives, and net revenue, is an appropriate secondary measurement because the named executive officers’NEOs' performance can directly impact net revenuethis measure in short time horizons. The goals at minimum, target and maximum for 20122014 under the SEAICP were as follows:Measurement Weighting (%) Minimum Target Maximum Result* 66.7 $2,046 $2,387 $2,731 $2,793 33.3 $5,570 $6,500 $7,431 $7,424 Measurement Weighting Minimum Target Maximum Net Income ($millions) 66.7% $ 2,669 $ 3,114 $ 3,559 $ 3,667 Net Revenue ($millions) 33.3% $ 6,890 $ 8,039 $ 9,187 $ 9,345 * Results shown differ from net income and net revenue under GAAP because they exclude as applicable: (1) an approximately $13 million after-tax charge related to the U.S. merchant litigation, (2) the impact of foreign exchange rates with respect to the Euro and the Brazilian Real and (3) the effect of the Company’s acquisition of Truaxis.(2) acquisitions during 2014.Company’sCompany's financial performance as set forth in the chart above, the pre-established maximum net income target for 2012 was exceeded and the net revenue result was slightly below the maximum.targets were exceeded. Accordingly, pursuant to the terms of the plan, the SEAICP could have been funded at almost 200% of target (the maximum level for the overall bonus pool). In addition to the SEAICP funding formula, the amount of the payout for each of the SEAICP participants within the funded amount was based upon achievement of pre-determined quantitative and qualitative corporate performance objectives, known as the corporate scorecard. The corporate scorecard includes objectives related to:executing on the Company’s customer strategy;delivering stockholder value by achieving net revenue, operating margin, net income and earnings per share targets; andenhancing organizational capabilities, strengthening leadership and developing people.performance against the net income and net revenue targets,funding formula, the amount of the incentive compensation under the SEAICP to be paid to each named executive officer.NEO. The Compensation 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 the Compensation Committee’scommittee's decisions.2012,2014, Mr. Banga presented to the Compensation Committee the Company’sCompany's forecasted results as measured against the quantitative and qualitative corporate scorecard objectives. The Compensation Committeecommittee considered the Company’sCompany's strong performance against the financial targets, as well as the information provided by Mr. Banga concerning the Company’sCompany's performance against the corporate scorecardother quantitative and qualitative objectives and the challenging economic and financial conditions faced by the Company’s customers and consumers, with mostkey drivers of these results. After reviewing all of the annual goals achieved or exceeded. Theinformation that was available to them, the Compensation Committee exercised its discretion and established the corporate score to be used for purposes of paying annual incentives under the SEAICP at 120%130% of target.named executive officer, including the NEOs, the Compensation Committee discussed and considered thetheir shared responsibility for the corporate score as well as the personal objectives of each individual. These personal objectives are summarized below:NamePrimary 2012 Personal ObjectivesAjay BangaRefining the Company’s overall strategy to accelerate diverse revenue growth, establishing a roadmap for continued success, operational execution and enhancing the Company’s perception in the marketplace with key constituentsMartina Hund-MejeanStrategic development, risk mitigation, progressing the tax strategy and strategic sourcing improvementsChris A. McWiltonRevenue growth in the U.S. region and improving customer satisfactionGary J. FloodGlobal advancement of products and organizational developmentAnn CairnsRevenue growth globally (excluding the U.S. region) and improving customer satisfactionMasterCard Incorporated432013 Proxy StatementThe Compensation Committee chose to allocate the funded amount of the bonus pool under the SEAICP among the named executive officers and other Executive Committee members after discussing and considering theirindividual's contribution to the overall business results,operational and financial performance achieved in 2014, the performance against their attainment of individualpersonal objectives and theirhow each individual displayed proficiency in displaying the Company’sCompany's leadership principles and core competencies. 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.led the Compensation Committee to awardresulted in SEAICP payouts that were within a relatively comparable range to each named executive officer, excludingfor the Chief Executive Officer.NEOs. Mr. Banga received a payout under the SEAICP of 163%169% of target in recognition of the strong results he achieved in various areas,against his 2014 objectives, including growing market share through his direct involvement in key deals, personal involvement in enhancing the Company's relationships with governments and merchants, leading the engagement with regulatorsCompany's financial inclusion initiatives and legislators arounddriving the worldCompany's focus on the benefits of electronic payments, driving innovation in the Company through our efforts in emerging payments, leading the Company’s expansion into new marketsinnovation. 2015 Proxy Statement • 49guiding efforts to improve customer satisfaction, brand awareness and employee engagement.ourthe SEAICP for 2012 for each of our named executive officers:Name Threshold Target Maximum Actual % of Target $ 750,000 $ 1,500,000 $ 3,750,000 $ 2,450,000 163% $ 300,000 $ 600,000 $ 1,500,000 $ 724,500 121% $ 345,000 $ 690,000 $ 1,725,000 $ 853,475 124% $ 345,000 $ 690,000 $ 1,725,000 $ 809,370 117% $ 345,000 $ 690,000 $ 1,725,000 $ 893,067 130% Name Threshold Target Maximum Actual % of Target Ajay Banga* $1,058,630 $2,117,260 $5,293,150 $3,578,000 169% Martina Hund-Mejean $375,000 $750,000 $1,875,000 $1,238,250 165% Gary J. Flood $375,000 $750,000 $1,875,000 $1,190,625 159% Chris A. McWilton $375,000 $750,000 $1,875,000 $1,193,438 159% $375,000 $750,000 $1,875,000 $1,193,438 159% * ** Cash amounts received by Ms. Cairns pursuant to her agreement are paid in British pounds. Amounts shown are at an exchange rate of 1.6 U.S. dollars per British pound, which is used by the Compensation Committee for consistency and internal benchmarking purposes. Ms. Cairns' actual annual incentive payment is calculated using the referenced percentage of target payout and applying it to her target amount in British pounds. named executive officers. Non-qualifiedemployees, including the NEOs. Stock options, performance stock options, PSUsunits ("PSUs") and Restricted Stock Units (“RSUs”restricted stock units ("RSUs") were granted to employees and certain executives of the Company in March 20122014 during the annual grant cycle. Information regarding the long-term awards for our named executive officersto the NEOs is set forth in the “Grants"Grants of Plan-Based Awards in 2012”2014" table.The Compensation Committee determined that for the 2012 annual grant made in March 2012, all named executive officers should receive a long-term incentive award whose value was composed of 50% stock options and 50% PSUs. consideredconsiders the following:information;Chief Executive OfficerCEO and other named executive officersNEOs 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.to utilize PSUs as part ofthat the 2012 long-term compensation for named executive officers because the Compensation Committee desired to: (1) tie some2014 annual long-term incentive compensationawards to each NEO should be in the achievementform of the Company’s long-term objectives, (2) have the value of the award upon vesting determined by performance against specified objectives rather than solely dictated by the Company’s future50% stock priceoptions and (3) provide an award to50% PSUs. The committee believes that the named executive officers that could be treated as “qualified” performance-based compensation and thus exempt from the deduction limit under Section 162(m) of the Internal Revenue Code. Ultimately, the Compensation Committee determined to use an equal split of stock options and PSUs because it believed that equity compensation should be equally dependent uponprovides a balanced focus on stock price appreciation and upon the successful achievement of specified financial results. 2015 Proxy Statement • 50
2012,2014, the Compensation Committee granted the following aggregate dollar amounts of stock options and PSUs under the Company’sCompany's Amended and Restated 2006 Long Term Incentive Plan, or LTIP, to our named executive officers:MasterCard Incorporated442013 Proxy StatementName Stock Options Performance Stock Units Total $ 3,750,000 $ 3,750,000 $ 7,500,000 $ 900,000 $ 900,000 $ 1,800,000 $ 850,000 $ 850,000 $ 1,700,000 $ 900,000 $ 900,000 $ 1,800,000 $ 750,000 $ 750,000 $ 1,500,000 Name Stock Options Performance Stock Units Total Ajay Banga $4,250,000 $4,250,000 $8,500,000 Martina Hund-Mejean $1,400,000 $1,400,000 $2,800,000 Gary J. Flood $1,300,000 $1,300,000 $2,600,000 Chris A. McWilton $1,200,000 $1,200,000 $2,400,000 Ann Cairns $1,200,000 $1,200,000 $2,400,000 $420.43$77.72 per share, which was the closing price of the Company’s Class A common stock on the NYSE on March 1, 2012,February 28, 2014, and vestvests in four equal annual installments beginning on March 1, 2013.2015. The stock option awards haveclosing price on February 28, 2014 was used because the grant date, March 1, 2014, was a term of 10 years.20122014 vest will be based on the Company’s three-year averageCompany's performance against athe predetermined return on equity goal. The actual results during the performance period of January 1, 20122014 through December 31, 2014,2016, will be measured against the threshold, target and maximum performance goals. In the event the PSUs do vest on February 28, 2015,2017, the ultimate number of shares to be issued on the vesting date will be based on the performance against the return on equity goal,3-year net revenue, 3-year EPS and 3-year relative TSR goals, with a reduction, if any, determined at the discretion of the Compensation Committee using the results of the corporate scorecard, which comprises quantitative and qualitative goals that are established at the beginning of each year during the performance period. Committee.corporate scorecard includes goals for net income andreturn on equity, net revenue among other metrics, and isEPS goals are based upon a range of assumptions used in the Company’sCompany's budgeting process. The Compensation Committee does not perform any specific analysis on the probability of achievement ofachieving these or the relative TSR performance goals; however, it relies upon its experience and collective business judgment in establishing the goals.2012–2014 return on equity goal and the 2012 quantitative and qualitative objectives (that were included in the corporate scorecard for 2012)2014–2016 goals at the same time it authorized the PSU awards for the performance period. The Compensation Committee established the 2013 quantitative and qualitative objectives (that are included in the corporate scorecard for 2013) in the first quarter of 2013 and will establish the 2014 objectives in the first quarter of next year. The 2012 quantitative and qualitative objectives primarily include net revenue, operating margin, net income and earnings per share targets, as well as other objectives. The Compensation Committeecommittee believes that the target performance againstgoals for the return on equity goal and the objectives in the corporate scorecardPSU awards are reasonably attainable, yet provide appropriate incentives for management to continue to grow and diversify the Company in geographic markets with diverse product offerings. The Compensation Committee believes that achievement of maximum performance goals against the return on equity metric and the corporate scorecardgoals would require exceptional corporate performance in each year ofover the three-year3-year performance period.In its financial statements for the year ended December 31, 2012, the Company began accruing the PSU awards made in March 2012 at an amount between the target and maximum performance level based on the Company’s assessment of its obligations, including after quantitative and qualitative considerations of actual and forecasted results compared to the return on equity goal and the performance targets that were part of the corporate scorecard for these awards as of December 31, 2012. As a result, columns (i) and (j) in the “Outstanding Equity Awards at 2012 Fiscal Year-End” table that follows this section include, for the PSUs granted on March 1, 2012, the number of shares that would be issued at the maximum performance level. Class A common stock to be issued and actual payout value of unearned shares will be determined based on the Company’sCompany's performance over the three-year3-year performance period ending December 31, 2014.2016. 2015 Proxy Statement • 51Measurement Weighting Minimum Target Maximum Result 2012 PSU Award 3-year Average ROE 100% 10% 15% 20% 46% MasterCard Incorporated 452013 Proxy Statement2012 Target Total Direct CompensationThe charts shown below illustrate the balance of(atdescribed above, the 2012 target values)NEOs may also be eligible for Mr. Bangathe following programs and the averagebenefits. The compensation related to these programs and benefits are provided in columns (h) and (i) of the other named executive officers:TheSummary Compensation Committee establishesTable. In aggregate, they represent less than 3% of the target total direct2014 compensation for each named executive officer after reviewing peer group dataNEO, except for each ofMr. McWilton due to the various compensation elements and considering each individual element and its effect on total direct compensation and the corresponding positionactuarial increase in the competitive market range. Aspresent value of his benefits under the charts above demonstrate, a substantial majority of our named executive officers’ target total direct compensation is performance-based and at risk. Target total direct compensation for our Chief Executive Officer is weighted more toward long-term incentives thanSERP, as shown on the other named executive officers, asSummary Compensation Table.wants to encourage our Chief Executive Officer to primarily focus on long-term growth forprovided each NEO with a perquisite allowance. This gave each NEO the Company. See the “Grants of Plan-Based Awards in 2012” table for additional information for each of our named executive officers with respect to their 2012 target annual and long-term incentive awards.Role of Executive Officers in Compensation DecisionsCompensation decisions for the named executive officers for the current year are generally discussed in the fourth quarter of the prior year. The decisions are then approved in the first quarter of the current year, after audited financials for the prior year have been released.In connection with annual compensation decisions for named executive officers, our Chief Executive Officer discusses with the Compensation Committee the Company’s performance for the year. He then provides a summary of business unit and each other named executive officer’s individual performance, their impact on the corporate scorecard and an assessment of their potential and core competencies. Using information compiled and supplied by the compensation consultant, including peer group compensation information, our Chief Executive Officer presents compensation recommendations for the named executive officers other than himself to the Compensation Committee for its review and discussion. Only the Chief Executive Officer discusses or makes a recommendation concerning compensation of the other named executive officers. The compensation consultant provides background information on how the peer group data has been generated and discusses the competitive positioning of each executive versus comparable executives in the peer group. When the discussion relates to the Chief Executive Officer’s performance and compensation, the Chief Executive Officer meets with the Board of Directors to discuss his own performance and to outline his challenges and successes for the year. The Chairperson of the Compensation Committee then leads an executive session discussion among the Board of Directors on the Chief Executive Officer’s performance and compensation. The Compensation Committee then meets in private to evaluate recommendations and ultimately makes preliminary compensation determinations for the named executive officers (including the Chief Executive Officer). The Compensation Committee considers input from the Board of Directors prior to making a recommendation concerning the Chief Executive Officer’s target total direct compensation for the ensuing year (that is, base salary, annual incentive target and long-term incentive target), the annual incentive amount for the most recently-completed year and theMasterCard Incorporated462013 Proxy Statementnumber of PSUs that should vest for the most recently-completed performance period. The Compensation Committee also receives information from the compensation consultant, which includes CEO compensation information from the peer group companies. The recommendations are conditional and become final after audited financials for the prior year have been released.Other CompensationPerquisitesFor 2012, perquisite allowances were approved in the same amounts (per position) as in 2011. The Compensation Committee has determined that perquisite allowances providing a discretionary amountflexibility to spend are the most effective delivery mechanism becauseallowance as they provide flexibility to the executivedeemed appropriate and areit was excluded from ordinary compensation for the purposes of determining benefits orand bonuses. Effective January 1, 2015, the perquisite allowance has been removed from the executive compensation package.be allowed tois provided the use of a Company-leased automobile with a driver for commuting purposes. This enables Mr. Bangahim to make more efficient use of his time, while providing him with a higher level of safety and personal security. Additionally, Mr. Banga is also permitted limited use of the Company-leased aircraft for personal travel. Mr. Banga reimburses the Company, as calculated using the Standard Industry Fare Level rates published by the Internal Revenue Service, for any personal use of the airplane. The Compensation Committee continues to evaluate perquisites annually. aircraft usage.named executive officers,NEOs, please refer to the “All"All Other Compensation in 2012”2014" table.2012,2014, all U.S. employees, including the named executive officers, who exceeded anNEOs, whose 2013 target cash compensation (that is, base pay plus target annual base salary thresholdincentive) was in excess of $170,000 during 2011,$210,000, were eligible to defer a portion of future compensation into a non-qualified deferred compensation arrangement, referred to as the MasterCard Incorporated Deferral Plan. None of the named executive officersNEOs elected to defer their 2014 compensation in 2012.Profit SharingIn 2011, all U.S. employees were eligible to participate ininto the MasterCard Incorporated Shared Profit Plan (the “SPP”). As of January 1, 2012, U.S. executives, including the named executive officers, were no longer eligible to participate in the SPP. The SPP rewards all eligible employees for their contributions toward MasterCard’s profitability during the year. Based upon a qualitative assessment (including a review of financial performance), theplan. 2015 Proxy Statement • 52Committee determines profit sharing payments on an annual basis. Payment is a percentage of an individual employee’s base salary• Compensation Discussion and pursuant to the terms of the SPP, can range from 0 – 10% of such base salary. For 2012, the profit sharing payment was 7.2% of each eligible individual employee’s base salary.Other BenefitsAnalysis named executive officersthe NEOs and other key employees to determine competitiveness in the market, as well as to ensure that these programs are consistent with management’smanagement's objectives to attract, retain and motivate high-performing employees. The Company maintains several other benefit plans and programs in which named executive officersthe NEOs may be eligible to participate. These plans and programs include:the MasterCard Savings Plan (the "Savings Plan");“MAP”"MAP");the MasterCard SavingsSupplemental Executive Retirement Plan (the “Savings Plan”"SERP");the Restoration Program;the SERP;MasterCard’s healthMasterCard's Health and welfareWelfare programs.The MAP is a tax-qualified defined benefit pension plan that provides benefits using a cash balance formula. Effective January 1, 2013, pay credits to MAP ceased for all employees. MAP participants continue to earn interest credits. Prior to July 1, 2007, all U.S. employees of the Company, including Messrs. McWilton and Flood, generally were eligible to participate in the
MAP. MasterCard eliminated the MAP for all new hires after June 30, 2007 and froze the pay credit level (which is the credited percentage of a MAP participant’s eligible compensation) for all existing employees at that date. In September 2010, pay credit levels were reduced to either 8% or 4% for all employees effective January 1, 2011. Employees whose pay credit level from July 1, 2007 through December 31, 2010 was either 14%, 12% or 10% received an 8% pay credit during 2011. Employees at the 8%, 5.75% or 4.5% pay credit level from July 1, 2007 through December 31, 2010, received a 4% pay credit during 2011. For the 2012 plan year, all eligible participating employees received a 4% pay credit.
2014.
2015 Proxy Statement • 532012 Say-on-Pay Advisory Vote on Executive
MasterCard provided stockholders with a “say-on-pay” advisory vote on its executive compensation
| Name | Threshold | Target | Maximum |
| Ajay Banga | 100% | 200% | 500% |
| Martina Hund-Mejean | 62.5% | 125% | 312.5% |
| Gary J. Flood | 62.5% | 125% | 312.5% |
| Chris A. McWilton | 62.5% | 125% | 312.5% |
| Ann Cairns | 62.5% | 125% | 312.5% |
| 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 |
| Gary J. Flood | $1,300,000 | $1,300,000 | $2,600,000 |
| Chris A. McWilton | $1,300,000 | $1,300,000 | $2,600,000 |
| Ann Cairns | $1,300,000 | $1,300,000 | $2,600,000 |
2015 Proxy Statement • 54Clawbacks
Namedto 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 of the Company are designed to allow the executives to assess takeover bids objectively and with their sole focus being the best interests of stockholders.
2015 Proxy Statement • 55 2015 Proxy Statement • 56The 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 | ||
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 100 key managers and executives, including | 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 Compensation Committee has the ability to use, and has used, its discretion to reduce payouts under the SEAICP | |||
Stock Option Grant Practices
The Compensation Committee 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 Compensation Committee has exclusive authority to grant equity awards to our named executive officers. The policy provides that annual equity grants to employees will be approved by the Compensation Committee at a meeting prior to March 1 each year, with the dollar amounts 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 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 business day prior to March 1. Grants of equity awards to new employees or to reflect promotions or 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 the stock on the grant effective date. Under the Company’s insider trading policy, named executive officers, other employees with access to material non-public information about the Company and directors are prohibited from engaging in transactions in the Company’s securities during blackout periods (other than in accordance with a Rule 10b5-1 trading plan).
Stock Ownership Guidelines; Hedging Prohibition
The Compensation Committee adopted stock ownership guidelines in December 2006 for the purpose of aligning the interests of named executive officers and key employees with the interests of stockholders. The ownership guidelines cover approximately 100 key managers and executives, including the named executive officers. The guidelines call for ownership of one to six times the individual’s base salary in Company stock. Under the guidelines, Mr. Banga is expected to hold at least six times his base salary in Company stock, and the other named executive officers are expected to hold at least four times their base salary in Company stock. For purposes of these guidelines, shares of the Company’s Class A common stock held directly or indirectly by the named executive officer are included; however, RSUs, PSUs and unexercised stock options held by the named executive officer are excluded. Individuals who are newly hired or promoted are given five years to attain these ownership levels. The guidelines are waived once an executive reaches the age of 62. In general, the Compensation Committee does not consider any previous awards when determining the compensation of the named executive officers. Compliance with the ownership guidelines is reviewed annually. If an executive officer does not meet the stock ownership guidelines described above, the Compensation Committee may direct a larger percentage of the executive officer’s future compensation into equity-based compensation.
The Company’s Code of Conduct includes various prohibitions against inappropriate trading activities in relation to MasterCard securities. Employees are not permitted to hedge their economic exposure to the Company’s stock that they own, meaning that employees may not engage in trading in or writing options; buying puts, calls or other derivative securities; short selling or similar types of transactions in the Company’s securities.
this case was unavoidable.
In 2012, the Company settled PSU awards granted to named executive officers in 2009. Performance goals for the 2009-2011 performance period for the Company’s named executive officers were established by the• 57
3-year performance period. The goals at minimum, target and maximum for the 2009-2011 performance period were as follows:
| Measurement | Weighting (%) | Minimum | Target | Maximum | Result | |||||
3-year Average ROE | 100 | 10% | 15% | 20% | 45% |
Based on the Company’s performance as set forth in the chart above, the pre-established maximum average return on equity targets for the 2009-2011 performance period were exceeded so the PSU awards granted in 2009 could have been funded and allocated at the maximum level of 200% of target. However, based on their assessment of performance against various quantitative and qualitative targets included in the 2009, 2010 and 2011 corporate scorecards, the Compensation Committee exercised its discretion and approved payout of the 2009 PSU awards at 143.3% of target.
2013 Compensation Decisions
On February 25, 2013, using the methodology discussed under “Executive Compensation Program Elements”, the Compensation Committee approved maintaining the current base salaries for each of our named executive officers in 2013. Additionally, the Compensation Committee approved performance targets for the year ending December 31, 2013 that will be used to determine funding for cash bonus awards that may be paid to named executive officers under the SEAICP. The funding for cash bonus awards for 2013 under the SEAICP will be based on the Company’s actual achievement against predetermined net income and net revenue targets. Within that funding, the amount of the payout for each of the SEAICP participants will then be based upon achievement of pre-determined quantitative and qualitative corporate performance goals included on the corporate scorecard. The goals of the corporate scorecard are discussed above under “Executive Compensation Program Elements - Annual Incentive.” The Compensation Committee 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 Compensation Committee believed to be reasonably attainable) was established based upon internal budgets, the outlook for the economy, past Company performance and corporate objectives in geographic markets and product offerings. Additionally, as part of its qualitative analysis, the Compensation Committee considers relative performance against competitors in assessing corporate performance for the year. The Compensation Committee set the 2013 annual incentive award opportunities (as a percentage of base salary) under the SEAICP for each of our named executive officers at the same level as 2012. The threshold, target and maximum amounts for each named executive officer are as follows:
| Name | Threshold | Target | Maximum | |||
Ajay Banga | 75% | 150% | 375% | |||
Martina Hund-Mejean | 50% | 100% | 250% | |||
Chris A. McWilton | 57.5% | 115% | 287.5% | |||
Gary J. Flood | 57.5% | 115% | 287.5% | |||
Ann Cairns | 57.5% | 115% | 287.5% |
Additionally, on March 1, 2013, the Compensation Committee granted the following aggregate dollar amounts of stock options and PSUs under our LTIP to each of our named executive officers:
| Name | Stock Options | Performance Stock Units | Total | |||
Ajay Banga | $4,250,000 | $4,250,000 | $8,500,000 | |||
Martina Hund-Mejean | $1,250,000 | $1,250,000 | $2,500,000 | |||
Chris A. McWilton | $1,100,000 | $1,100,000 | $2,200,000 | |||
Gary J. Flood | $1,150,000 | $1,150,000 | $2,300,000 | |||
Ann Cairns | $1,075,000 | $1,075,000 | $2,150,000 |
The stock option awards have an exercise price of $518.30 per share, which was the closing price of the Company’s Class A common stock on the NYSE on March 1, 2013, and vest in four equal annual installments beginning on March 1, 2014. The stock option awards have a term of 10 years.
The number of PSUs awarded was converted from the dollar amount shown above using their grant date fair value which was based on a per share price of $518.30 and standard valuation procedures, in accordance with GAAP. Named executive officers will not receive dividend equivalents with respect to the PSU awards prior to vesting. Vesting of the shares underlying the PSUs will occur, if at all, on February 29, 2016. 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 total shareholder return targets determined by the Compensation Committee over the 3-year performance period.
Severance Agreements
The Company has entered into employment agreements with Mr. Banga, Ms. Hund-Mejean and Mr. McWilton, which provide severance under specified circumstances, and has entered into an employment agreement with Ms. Cairns, which provides for notice upon termination. Mr. Flood and Ms. Cairns are each covered by the existing severance and change-in-control plans for key executives.
When making compensation decisions for the named executive officers, the Compensation Committee generally does not consider the potential payments that may be made in the future to the named executive officers in the event of termination of employment 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 a termination of employment or a change in control of the Company. The potential severance payments to named executive officers with employment agreements were approved as part of the employment agreement with the named executive officer (other than Ms. Cairns’ employment agreement, which does not provide for severance) after consideration by the Company 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 the Company. In addition, the Company 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 named executive officers in the event of a change in control of the Company are designed to allow the executives to assess takeover bids objectively, without regard to potential impact on them.
For a further discussion of these severance arrangements, refer to the section entitled “Potential Payments Upon Termination or Change-in-Control” that follows this Compensation Discussion and Analysis.
| THE HUMAN RESOURCES AND COMPENSATION COMMITTEE | ||||
| José Octavio Reyes Lagunes, Chairman | ||||
| Silvio Barzi | ||||
| Steven Freiberg | ||||
| Julius Genachowski | ||||
| Marc Olivié | ||||
| Rima Qureshi | ||||
| ||||
(April | 2015) | |||
2015 Proxy Statement • 58Name and Principal Position (a) Year (b) Salary ($) (c) Bonus ($) (d)(1) Stock Awards ($) (e)(2) Option Awards ($) (f)(3) Non-Equity (g)(4) Change in Pension ($) (h) All Other ($) (i) Total ($) (j) Ajay Banga President and Chief Executive Officer Martina Hund-Mejean Chief Financial Officer 2011 2010 Chris A. McWilton President, North America 2011 2010 Gary J. Flood President, Global Products and Solutions 2011 2010 Ann Cairns President, International Markets 2011 2012, 20112014, 2013 and 20102012 by each of the NEOs, who consist of individuals who served as our principal executive officer, our principal financial officer and the three other most highly compensated executive officers during the year ended December 31, 2012 (collectively, the “named executive officers”).
Incentive Plan
Compensation
($)
Value and
Nonqualified
Deferred
Compensation
Earnings
Compensation 2012 983,333 — 3,750,236 3,749,847 2,450,000 — 348,041 (5) 11,281,457 2011 900,000 69,300 2,475,227 2,474,834 2,160,000 — 265,590 8,344,951 2010 850,000 2,123,906 4,632,491 2,200,131 1,900,000 — 149,286 11,855,814 2012 591,667 — 900,141 900,201 724,500 — 74,986 (5) 3,191,495 550,000 42,350 2,625,448 624,850 895,125 — 80,795 4,818,568 541,667 40,625 550,197 550,118 770,000 — 70,304 2,522,911 2012 591,667 — 850,109 849,728 853,475 711,232 (6) 125,835 (5) 3,982,046 550,000 42,350 625,176 624,850 1,151,435 342,815 104,454 3,441,080 550,000 41,250 550,197 550,118 825,000 434,988 105,479 3,057,032 2012 591,667 — 900,141 900,201 809,370 29,927 (6) 121,169 (5) 3,352,475 541,667 41,708 675,171 675,052 1,031,387 40,217 146,567 3,151,769 500,000 37,500 550,197 550,118 800,000 50,886 170,877 2,659,578 2012 584,106 — 750,047 749,969 893,067 125,274(6) 2,404 (5) 3,104,867 196,596 1,176,244 1,250,259 — 408,268 — 254 3,031,621 Year (a) (b) (c) (d) (h) (i) (j) 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 2012 983,333 — 3,750,236 3,749,847 2,450,000 — 348,041 11,281,457 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 2012 591,667 — 900,141 900,201 724,500 — 74,986 3,191,495 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 2012 591,667 — 900,141 900,201 809,370 31,271 121,169 3,353,819 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 2012 591,667 — 850,109 849,728 853,475 711,361 125,835 3,982,175
International
Markets2014 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 2012 584,106 — 750,047 749,969 893,067 — 127,678 3,104,867 (1)For Mr. Banga in 2011, and for Ms. Hund-Mejean and Messrs. McWilton and Flood in 2010 and 2011, amount represents profit sharing payment pursuant to the SPP. For Ms. Cairns in 2011, amount represents a signing bonus paid to her in October 2011. For Mr. Banga in 2010, amount represents (a) a pro-rated profit sharing payment pursuant to the SPP and (b) the portion of Mr. Banga’s signing bonus of $2,100,000 paid to him in 2010. Beginning in 2012, the named executive officers were no longer eligible to participate in the SPP.(2)1.Represents the aggregate grant date fair value as of the service inception date of stock-based awards made to each named executive officer. Except for Mr. Banga in 2010, Ms. Hund-Mejean in 2011 and Ms. Cairns in 2011, each amount represents aggregate grant date fair value reported for stock-based awards made with performance conditions. For Ms. Hund-Mejean in 2011 and Mr. Banga in 2010, amount represents aggregate grant date fair value reported for both stock-based awards made with performance conditions and a grant of restricted stock units which were not subject to performance conditions. For Ms. Cairns in 2011, amount represents aggregate grant date fair value for a grant of restricted stock units, which were not subject to performance conditions.NEO. Aggregate grant date fair value reported for stock-based awards made with performance conditions areis based on target performance, which was the probable outcome of the performance conditions as of the grant date. Assuming the maximum performance level were to be achieved with respect to awards with performance conditions, the aggregate grant date fair value of the stock-based awards made with performance conditions granted to each of the named executive officers as of the grant date for 20122014 awards arewould be as follows: Mr. Banga – $7,500,471;Banga-$8,500,096; Ms. Hund-Mejean – $1,800,281;Hund-Mejean-$2,800,152; Mr. McWilton – $1,700,219;Flood-$2,600,084; Mr. Flood – $1,800,281;McWilton-$2,400,018; Ms. Cairns – $1,500,094.Cairns-$2,400,018. Further details with respect to these awards are included in Note 15 (Share Based Payments(Share-Based Payment and Other Benefits) to the Company’sCompany's audited financial statements for the year ended December 31, 20122014 included in the Form 10-K.(3)2. Represents the aggregate grant date fair value of stock option awards computed in accordance with GAAP made to each named executive officer. Further details with respect to these awardsNEO. Assumptions used in the calculation are included in Note 15 (Share Based Payments(Share-Based Payment and Other Benefits) to the Company’sCompany's audited financial statements for the year ended December 31, 20122014 included in the Form 10-K.(4)3. Amount represents performance-based incentive compensation paid in March of the next fiscal year but earned by the named executive officersNEOs in the year indicated pursuant to the SEAICP.(5)4. See the All"All Other Compensation in 20122014" table following the Summary Compensation Table for information with respect to this amount.(6)For Messrs. McWilton and Flood, amounts5. Amounts reflect the actuarial increase in the present value of benefits under the named executive officer’s benefitsMAP for Mr. Flood and under the SERP and MAP for Mr. McWilton. In each case, the MAPamounts were determined using interest rate and mortality rate assumptions consistent with those used in the Company’sCompany's financial statements and include amounts whichthat the named executive officerNEO may not currently be entitled to receive because such amounts are not vested. Amounts in 2012 reflect: (a) changes to SERP (Mr. McWilton – $697,000) and (b) increases to MAP balances in 2014 (Mr. Flood – $23,664; Mr. McWilton – $5,158) and (b) changes to SERP in 2014 (Mr. McWilton – $14,232; Mr. Flood – $29,927)$782,000). For Ms. Cairns, amount in 2012 reflects a contribution made by the Company under the MasterCard UK Pension Plan.
2015 Proxy Statement • 592014 Name (a) Perquisites & Other Personal (b)(1) Registrant Contributions to (c)(2) Insurance Premiums (d)(3) Ajay Banga Martina Hund-Mejean Chris A. McWilton Gary J. Flood Ann Cairns2012“All"All Other Compensation”Compensation" column of the Summary Compensation Table for 20122014 for the named executive officers.
Benefits
Defined Contribution Plans $ 255,371 $ 90,447 $ 2,223 $ 25,000 $ 48,646 $ 1,340 $ 25,000 $ 99,495 $ 1,340 $ 25,000 $ 94,693 $ 1,476 $ — $ — $ 2,404 Name (a) Ajay Banga 174,707 92,542 2,394 Martina Hund-Mejean 25,000 52,438 1,368 Gary J. Flood 25,000 52,438 1,505 Chris A. McWilton 29,334 52,438 1,368 Ann Cairns — 92,967 2,192 (1)1. Amounts represent (a) payment in lieu of perquisites (Mr. Banga—$45,000; Ms. Hund-Mejean and Messrs. McWiltonFlood and Flood—McWilton—$25,000 each), (b) aggregate incremental cost to the Company for personal use of a leased corporate aircraft by(Mr. Banga—$66,725; Mr. Banga of $141,847,McWilton —$4,334) which is based on the variable costs to the Company for operating the aircraft and includes fuel costs, hourly flight charges, associated taxes and flat fees (generally, costs associated with the personal use of a leased corporate aircraft are not deductible for income tax purposes; Mr. Banga reimbursesand Mr. McWilton reimbursed the Company for his personal travel on the corporate aircraft at the Standard Industry Fare Level, or SIFL, rate); and (c) aggregate incremental cost to the Company of $68,524$62,982 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, made in 2012, driver compensation, insurance premiums and fuel expense.expense in 2014.(2)Amounts2. For 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 401(k) matching component of the Savings Plan (Mr. Banga—$18,750; Ms. Hund-Mejean—$18,750; Messrs. McWilton and Flood—$15,000 each)($22,688 in total to each of these NEOs); and (b) Company contributions to the Restoration Program (Mr. Banga—$71,697;69,854; Ms. Hund-Mejean—$29,896;29,750; Mr. Flood—$29,750; Mr. McWilton—$84,495; Mr. Flood—$79,693)29,750). For Ms. Cairns, amount represents a contribution made by the Company under the MasterCard UK Pension Plan, a defined contribution plan, during 2014 and is shown using an exchange rate of 1.652742 U.S. dollars per British pound (calculated as described in footnote 6 of the Summary Compensation Table).(3)3. Amounts represent 20122014 premiums paid by the Company for executive life insurance coverage.
2015 Proxy Statement • 602014 Name (a) Grant Date (b) Date of (1)(2) Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (2) Estimated Future Payouts Under Equity Incentive Plan Awards (3) All Other (i) All Other (j)(4) Exercise ($ / Sh) (k) Grant Date Fair Value of Awards (l)(5) Threshold (c) Target ($) (d) Maximum ($) (e) Threshold (f) Target (g) Maximum (h) Ajay Banga Martina Hund-Mejean Chris A. McWilton Gary J. Flood Ann Cairns201220122014 to each of our named executive officers.
Action
Stock
Awards:
Number of
Shares of
Stock or
Units (#)
Option
Awards:
Number of
Securities
Underlying
Options (#)
or Base
Price of
Option
Awards
Stock and
Option
($)
(#)
(#)
(#) 3/1/2012 2/6/2012 25,260 $ 420.43 $ 3,749,847 3/1/2012 2/6/2012 4,460 8,920 17,840 $ 3,750,236 2/6/2012 $ 750,000 $ 1,500,000 $ 3,750,000 3/1/2012 2/6/2012 6,064 $ 420.43 $ 900,201 3/1/2012 2/6/2012 1,071 2,141 4,282 $ 900,141 2/6/2012 $ 300,000 $ 600,000 $ 1,500,000 3/1/2012 2/6/2012 5,724 $ 420.43 $ 849,728 3/1/2012 2/6/2012 1,011 2,022 4,044 $ 850,109 2/6/2012 $ 345,000 $ 690,000 $ 1,725,000 3/1/2012 2/6/2012 6,064 $ 420.43 $ 900,201 3/1/2012 2/6/2012 1,071 2,141 4,282 $ 900,141 2/6/2012 $ 345,000 $ 690,000 $ 1,725,000 3/1/2012 2/6/2012 5,052 $ 420.43 $ 749,969 3/1/2012 2/6/2012 892 1,784 3,568 $ 750,047 2/6/2012 $ 345,000 $ 690,000 $ 1,725,000 Name Grant Date (a) (b) (c) (d) (e) (f) (g) (h) (i) (k) Ajay Banga 3/1/2014 2/3/2014 297,412 $77.72 $4,250,017 3/1/2014 2/3/2014 27,213 54,425 108,850 $4,250,048 2/3/2014 $1,058,630 $2,117,260 $5,293,150 Martina Hund-Mejean 3/1/2014 2/3/2014 97,972 $77.72 $1,400,020 3/1/2014 2/3/2014 8,965 17,929 35,858 $1,400,076 2/3/2014 $375,000 $750,000 $1,875,000 Gary J. Flood 3/1/2014 2/3/2014 90,972 $77.72 $1,299,990 3/1/2014 2/3/2014 8,324 16,648 33,296 $1,300,042 2/3/2014 $375,000 $750,000 $1,875,000 Chris A. McWilton 3/1/2014 2/3/2014 83,976 $77.72 $1,200,017 3/1/2014 2/3/2014 7,684 15,367 30,734 $1,200,009 2/3/2014 $375,000 $750,000 $1,875,000 Ann Cairns 3/1/2014 2/3/2014 83,976 $77.72 $1,200,017 3/1/2014 2/3/2014 7,684 15,367 30,734 $1,200,009 2/3/2014 $375,000 $750,000 $1,875,000 (1)1. On February 6, 2012,3, 2014, the Compensation Committee approved grants of stock options and PSUs under the LTIP to the specified named executive officerall NEOs that were grantedmade on March 1, 2012.2014. The grants of stock options were approved by the Compensation Committee and made in accordance with the Company’s policy for grants of stock options. See “StockFor additional details, see "Stock Option Grant Practices”Practices" in the Compensation Discussion and Analysis that precedes these tables.(2)2. On February 6, 2012,3, 2014, the Compensation Committee established threshold, target and maximum payouts for all named executive officersNEOs under our SEAICP for 2012.2014. Mr. Banga's amounts reflected in the table include a pro-rata adjustment due to an increase in his base salary on September 16, 2014. Actual payout amounts under the SEAICP for 20122014 are included in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. See “ExecutiveFor additional details, see "Total Direct Compensation Program Elements-Annual Incentive”for NEOs-Annual Incentive" in the Compensation Discussion and Analysis that precedes these tables.(3)3. Represents an award of PSUs granted on March 1, 2012.2014. The PSUs vest in full, if at all, on February 28, 2015.2017. The actual number of shares of Class A common stock to be issued and actual payout value of unearned shares earned with respect to the PSU awards granted on March 1, 2012 has not been determined and will be determined based on the Company’sCompany's performance over the three-year3-year period ending December 31, 2014.2016.(4)4. Represents a grant of stock options having a ten-year10-year term and vesting in 25% increments on each of March 1, 2013, 2014, 2015, 2016, 2017 and 2016.2018.(5)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(Share-Based Payment and Other Benefits) to the Company’s audited financial statements for the year ended December 31, 20122014 included in the Form 10-K. PSUs are reflected at target value.
2015 Proxy Statement • 61 Option Awards Stock Awards Name (a) Stock Option Grant Date Number of Exercisable (b) Number of Unexercisable (c) Equity (d) Option (e) Option (f) Number of (g) Market Value of (h)(1) Equity (i)(2) Equity Incentive Plan Awards: ($) (j)(1) Ajay Banga Martina Hund- Mejean Chris A. McWilton Gary J. Flood Ann Cairns20122014 FISCAL YEAR-ENDnamed executive officersNEOs at December 31, 2012.
Securities
Underlying
Unexercised
Options (#)
Securities
Underlying
Unexercised
Options (#)
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)
Exercise
Price ($)
Expiration
Date
Shares or
Units of
Stock That
Have Not
Vested (#)
Shares or
Units of
Stock That
Have Not
Vested ($)
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested (#)
Market or
Payout Value of
Unearned
Shares, Units or
Other Rights
That Have Not
Vested 25,073 (3) $ 12,317,863 38,436 $ 18,882,838 9/21/2009 (4) 29,564 — — $ 222.62 9/21/2019 3/1/2010 (5) 12,974 12,974 — $ 232.74 3/1/2020 3/1/2011 (6) 6,951 20,853 — $ 240.36 3/1/2021 3/1/2012 (7) — 25,260 — $ 420.43 3/1/2022 8,923 (8) $ 4,383,691 9,484 $ 4,659,300 12/5/2007 (9) 2,500 — — $ 200.07 12/5/2017 3/1/2008 (10) 6,368 — — $ 190.00 3/1/2018 3/1/2009 (11) 5,427 1,809 — $ 158.03 3/1/2019 3/1/2010 (5) 3,244 3,244 — $ 232.74 3/1/2020 3/1/2011 (6) 1,755 5,265 — $ 240.36 3/1/2021 3/1/2012 (7) — 6,064 — $ 420.43 3/1/2022 3,269 (12) $ 1,605,994 9,246 $ 4,542,375 3/1/2008 (10) 7,004 — — $ 190.00 3/1/2018 3/1/2009 (11) — 1,990 — $ 158.03 3/1/2019 3/1/2010 (5) 3,244 3,244 — $ 232.74 3/1/2020 3/1/2011 (6) 1,755 5,265 — $ 240.36 3/1/2021 3/1/2012 (7) — 5,724 — $ 420.43 3/1/2022 3,269 (12) $ 1,605,994 9,900 $ 4,863,672 3/1/2009 (11) — 1,809 — $ 158.03 3/1/2019 3/1/2010 (5) — 3,244 — $ 232.74 3/1/2020 3/1/2011 (6) — 5,688 — $ 240.36 3/1/2021 3/1/2012 (7) — 6,064 — $ 420.43 3/1/2022 2,651 (13) $ 1,302,383 3,568 $ 1,752,887 3/1/2012 (7) — 5,052 — $ 420.43 3/1/2022 Option Awards Stock Awards Name Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) Option Expiration Date (a) (b) (c) (d) (e) (f) (g) Ajay Banga $9,737,459 130,375 $11,233,110 194,610 — — $23.274 3/1/2020 208,530 69,510 — $24.036 3/1/2021 126,300 126,300 — $42.043 3/1/2022 86,150 258,450 — $51.830 3/1/2023 — 297,412 — $77.720 3/1/2024 Martina Hund-Mejean $5,585,408 40,269 $3,469,577 64,880 — — $23.274 3/1/2020 52,650 17,550 — $24.036 3/1/2021 30,320 30,320 — $42.043 3/1/2022 25,340 76,020 — $51.830 3/1/2023 — 97,972 — $77.720 3/1/2024 Gary J. Flood $2,337,176 37,198 $3,204,980 4,440 — — $23.274 3/1/2020 37,920 18,960 — $24.036 3/1/2021 30,320 30,320 — $42.043 3/1/2022 23,310 69,930 — $51.830 3/1/2023 — 90,972 — $77.720 3/1/2024 $2,207,333 35,027 $3,017,926 16,220 — — $23.274 3/1/2020 52,650 17,550 — $24.036 3/1/2021 28,620 28,620 — $42.043 3/1/2022 22,300 66,900 — $51.830 3/1/2023 0 83,976 $77.720 3/1/2024 Ann Cairns $1,947,474 34,577 $2,979,154 25,260 25,260 — $42.043 3/1/2022 21,790 65,370 — $51.830 3/1/2023 — 83,976 $77.720 3/1/2024 (1)1. Value is based on the December 31, 20122014 per share closing market price of $491.28 of our Class A common stock on the NYSE.NYSE of $86.16.(2)2. Represents (a) for each named executive officer other than Ms. Cairns, a number of PSUs granted on March 1, 2011,2013, which vest, if at all, on February 28, 201429, 2016 and (b) a number of PSUs granted on March 1, 2012,2014, which vest, if at all, on February 28, 2015,2017. The number of shares for the PSUs granted on March 1, 2013 and which, in each case,March 1, 2014 corresponds to the target number of shares that would be issued at maximum performance level of 200% because actual performance through December 31, 2012 was either at maximum level or was between target and maximum level.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, 20112013 and March 1, 2012 has not been determined and2014 will be determined based on the Company’s performance over the three-year3-year performance periods ending December 31, 20132015 and December 31, 2014,2016, respectively.
| Represents |
| 4. | Represents stock options that vest in |
| 5. | Represents stock options that vest in 25% increments on each of March 1, 2013, 2014, 2015 and 2016. |
| 6. | Represents stock options that vest in 25% increments on each of March 1, 2014, 2015, 2016 and 2017. |
| 7. | Represents stock options that vest in 25% increments on each of March 1, 2015, 2016, 2017 and 2018. See the "Grants of Plan-Based Awards in 2014" table for more information on stock options granted in 2014. |
2015 Proxy Statement • 62| 8. | Represents a number of PSUs granted on March 1, |
| Represents (a) RSUs awarded to Ms. Hund-Mejean on September 20, 2011, which vest in |
