President and CEO, Mastercard (since January 2021)
Mr. Miebach brings to the Board extensive global payments experience. As CEO of Mastercard and a previous region president, he provides
valuable perspective on engaging and partnering with regulators, as well as experience with talent management, culture development and sustainability. Mr. Miebach’s prior experience as our Chief Product Officer provides strong consumer insights, as well as a deep focus on information security and innovation, including with digital and payments technology.
Dean Emerita, School of International and Public Affairs (since March 2022), and Professor of Practice, International Economic Law and International Affairs, Columbia University, a private university (since 1993)
Professor Janow brings to the Board extensive global perspective as a dean and professor of international economic law and international affairs, especially with respect to the Asia Pacific region. Her university career, public board service and other initiatives provide significant insight on technology, innovation, digital matters, cybersecurity and sustainability. She brings deep experience in dealing with governments and regulatory bodies through her past government service and her academic and legal career, as well as through her service on not-for-profits and advisory bodies.
Member of the Board (since 2021) and former CEO, Itaú Unibanco Group, a Brazilian bank
Mr. Bracher brings to the Board extensive payments experience and consumer insight as a former CEO and director of a publicly traded financial institution. His experience in highly regulated industries provides valuable perspective on engaging and partnering with regulators. Mr. Bracher’s extensive experience in financial services contributes strong financial understanding. As a former CEO, he brings extensive experience with respect to culture development and talent management, as well as focus on social responsibility and environmental initiatives.
CEO, Singapore Airlines Limited, a multinational airline (since January 2011)
Mr. Goh brings to the Board strong consumer insight and global perspective as the CEO and longtime senior executive of a publicly traded multinational airline. His prior positions in finance and information technology contribute valuable information security experience and financial understanding. As CEO of an airline, Mr. Goh brings extensive experience in talent management, culture development and sustainability, including with respect to climate change.
Former Chairman, U.S. Federal Communications Commission
Mr. Genachowski brings to the Board extensive regulatory and government experience, digital, technology and media expertise, information security insight, a global perspective, and engagement with both consumer and enterprise companies through a career as a senior government official, senior business executive, investor and director at or with technology, media and communications companies. Mr. Genachowski also adds valuable financial knowledge through his experience in private equity, at a large public operating company and on public audit committees.
Founder, Chairman and former CEO, Monex Group, Inc., an online financial services holding company (since February 2011)
Mr. Matsumoto brings to the Board global perspective and extensive financial expertise as the founder, Chairman and former CEO of a Japan-based, publicly traded financial services holding company and former director of a stock exchange. His leadership of a global online securities brokerage firm provides valuable digital and innovation experience. He brings extensive talent management, culture development and sustainability experience.
Former Partner, Goldman Sachs and former head of Goldman Sachs’ global consumer business (Marcus and Apple Card)
Mr. Talwar's extensive experience in global payments and consumer banking spans multiple regions, including Europe, India, the Middle East, and North America. His leadership roles and directorships on various public and private company boards provide him with a broad global perspective and deep regulatory insight. Additionally, his expertise in leading complex business functions offers valuable insights into culture development and talent management.
Senior Managing Director, Centerbridge Partners, L.P., a private investment firm (since January 2024) and Senior Advisor, Teneo, a global CEO advisory firm (since April 2024)
Ms. Sulzberger brings to the Board extensive financial experience and insight as a senior advisor and former general partner of private equity firms, chief financial officer of several companies, and a U.S. public company audit committee financial expert and former board chair. She contributes strong consumer insight, global perspective and payments experience, as well as extensive involvement with sustainability as leader of a consulting firm’s ESG advisory practice and as a former director at several publicly traded U.S. merchants, including her service as chair of a major merchant in the quality retail food business. Her experience as chief financial officer of an open-source software company also provides valuable digital and innovation experience.
Former Executive Chairman and CEO, U.S. Bancorp, parent company of U.S. Bank, one of the largest commercial banks in the United States
Mr. Davis brings to the Board extensive payments experience and consumer insight as former CEO of a publicly traded financial holding company and former chairman of a banking association and payments company. His experience in highly regulated industries and as a former Federal Reserve representative provides a valuable perspective on engaging and partnering with regulators. Mr. Davis’ extensive experience in financial services and his membership on public company audit and finance committees contribute strong financial understanding. As a former CEO, he brings extensive experience with respect to culture development and talent management.
Donald K. David Professor of Business Administration, Harvard Business School, a private university (since July 2014)
Professor Moon brings to the Board a deep understanding of strategy and innovation as a long-tenured professor at Harvard Business School. She brings strong global perspective and consumer and sustainability experience based on her exposure to research at Harvard Business School. She contributes sustainability insight through her service as a director at several retail and retail-centric consumer products companies (including as a member of the nominating, environmental, social and governance and corporate responsibility committees).
Vice Chair, General Atlantic, a leading global growth equity investor (since December 2023), and Founder of General Atlantic, BeyondNetZero, a venture targeting growth equity investments related to climate change (since April 2022)
Mr. Uggla brings to the Board a global perspective as well as deep insight across data, technology and innovation as a former chairman and CEO of a publicly traded company that provides information, analytics and digital solutions to customers in business, finance and government. He provides extensive financial experience given his career within financial markets both as a former founder and CEO of an information and analytics company, as well as through executive management positions at global investment dealers. As the founder of a venture focused on climate change, Mr. Uggla contributes valuable sustainability perspective. His broad CEO service also contributes strong experience in management of talent and culture.
Former Executive Vice President and Chief Strategy Officer, Verizon Communications Inc., a multinational telecommunications conglomerate
Ms. Qureshi brings to the Board global perspective, technology expertise and innovation insight through her extensive senior-level experience at global mobile communications equipment and services providers, including managing multi-billion dollar profits and losses, mergers and acquisitions, research and development, sales and services. Her work in the mobile communications and broader technology industries and her completion of the NACD/Carnegie Mellon CERT certification in cybersecurity oversight provide the Board with relevant payments and information security expertise.
| Item | Voting Recommendation | Page |
|---|---|---|
| Proposal 1: Election of the 12 nominees named in this proxy statement to serve on Mastercard’s Board of Directors | FOR each director nominee | 24 |
| Proposal 2: Advisory approval of Mastercard’s executive compensation | FOR | 61 |
| Proposal 3: Ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for Mastercard for 2025 | FOR | 106 |
| Proposal 4: Approval of an amendment to Mastercard’s Amended and Restated Certificate of Incorporation to limit liability of officers as permitted by Delaware law | FOR | 111 |
| Proposal 5: Approval of an amendment to Mastercard’s Amended and Restated Certificate of Incorporation to remove the Industry Director concept | FOR | 113 |
| Proposal 6: Approval of an amendment to Mastercard’s Amended and Restated Certificate of Incorporation to implement other miscellaneous changes | FOR | 115 |
| Proposals 7-8: Stockholder proposals, if properly presented | AGAINST | 117 |
