January 2021
58
President and CEO, Mastercard
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 and customers, as well as experience with culture development and talent management. 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 payments technology.
Mastercard Incorporated
Barclays Bank PLC, a bank and global financial services provider
Citigroup Inc., a bank and global financial services provider
International Business Machines Corporation, a technology and consulting company (since 2023)
January 2022
January 2021-December 2021
June 2014
68
Dean Emerita, School of International and Public Affairs, and Professor of Practice, International Economic Law and International Affairs, Columbia University
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 and cybersecurity. She brings deep experience in working 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.
Columbia University, a private university
U.S. Department of Justice, a federal agency that enforces the law and ensures fair administration of justice
Office of the U.S. Trade Representative, a federal agency responsible for developing and promoting U.S. foreign trade policies
Aptiv PLC, a global technology company (since 2021)
American Funds, a mutual fund family of the Capital Group, consisting of more than 20 funds (since 2001)
Trimble Inc., a software, hardware and services technology company (2008-2021)
September 2021
67
Former CEO, Itaú Unibanco Group
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 significant insight with respect to culture development and talent management.
Itaú Unibanco Group, a Brazilian financial services company
Itaú Unibanco Holding S.A., a Brazilian financial services company (since 2003)
April 2018
62
CEO, Singapore Airlines Limited
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 significant insight with respect to culture development and talent management.
Singapore Airlines Limited, a multinational airline
International Air Transportation Association, a global airline trade association
None.
Singapore Airlines Limited (since 2010)
SIA Engineering Company Limited, an aerospace company majority owned by Singapore Airlines Limited (since 2010)
June 2014
63
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 company audit committees.
The Carlyle Group, a global investment company
U.S. Federal Communications Commission, a federal agency responsible for implementing and enforcing U.S. communications law and regulations
IAC Inc. (formerly IAC/InterActiveCorp), an internet, e-commerce and media company
Mattel, Inc., a multinational toy manufacturing and entertainment company (since 2024)
Sonos, Inc., an audio equipment manufacturer (since 2013)
June 2016
62
Founder, Chairman and former CEO, Monex Group, Inc.
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. As a former CEO, he brings significant insight with respect to culture development and talent management.
Monex Group, Inc., an online financial services holding company
Tokyo Stock Exchange, a Japanese stock exchange
Financial Counsel to the Prime Minister of Japan, an advisory body supporting the Prime Minister on financial matters
Coincheck Group N.V., a global holding company within the crypto exchange industry majority owned by Monex Group, Inc. (since 2024)
Monex Group, Inc. (since 1999)
April 2022
65
Former Partner, Goldman Sachs and former Global Head of Goldman Sachs’ Consumer Business
Mr. Talwar brings to the Board extensive senior-level global payments experience and consumer insight through his leadership roles in payments and consumer banking across Europe, India, the Middle East and North America and as a director on public and private company boards. This experience provides global perspective and regulatory insight. His experience leading complex business functions brings significant insight with respect to culture development and talent management. Over the course of his career, Mr. Talwar has overseen public company financial performance and operated within highly regulated environments, with extensive experience in financial oversight, internal controls and risk management.
Goldman, Sachs & Co., a multinational investment bank and financial services company
Discover Financial Services, a digital banking and payment services company
Morgan Stanley, a global financial services firm
Better Home & Finance Holding Company, a digital-first homeownership company (since 2022)
December 2018
65
Senior Managing Director, Centerbridge Partners, L.P. and Senior Advisor, Teneo
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 corporate governance experience, as the former leader of a consulting firm’s ESG advisory practice and as a former director at several publicly traded U.S. merchants, including as a former chair of a major merchant in the quality retail food business. Her experience as a chief financial officer provides a strong foundation for financial oversight, while her service on numerous public company boards contributes seasoned business judgment and corporate governance insight.
Centerbridge Partners, L.P., a private investment firm
Teneo, a global CEO advisory firm
TwoSigma Impact, a New York-based private equity fund
Fontis Partners, L.P., a California-based private equity fund
Gluecode Software Inc., an open-source software company
Eli Lilly and Company, a multinational pharmaceutical company (since 2021)
Warby Parker Inc., an eyewear company (2021-2024)
Cerevel Therapeutics Holdings, Inc., a biopharmaceutical company (2019-2024)
Brixmor Property Group Inc., a real estate investment trust (2015-2021)
June 2018
68
Former Executive Chairman and CEO, U.S. Bancorp
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 significant insight with respect to culture development and talent management.
Mayo Clinic, a nonprofit medical practice and research group
Make-A-Wish America, a nonprofit organization
U.S. Bancorp, a parent company of U.S. Bank, one of the largest commercial banks in the United States
Dow Inc., a global materials science company (since 2015)
Wells Fargo & Company, a financial services company (since 2022)
June 2019
62
Donald K. David Professor of Business Administration, Harvard Business School
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 experience based on her exposure to research at Harvard Business School. She contributes valuable insight through her extensive experience as a director at several retail and retail-centric consumer products companies.
Harvard Business School, a private university
Warby Parker Inc., an eyewear company (since 2021)
Sweetgreen, Inc., an American fast-casual restaurant chain (2016-2025)
Unilever PLC, a British multinational consumer goods company (2016-2024)
June 2019
64
Vice Chairman, General Atlantic and Co-Founder, BeyondNetZero (a General Atlantic fund)
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 climate growth equity fund, Mr. Uggla contributes valuable sustainability perspective. His broad CEO service also brings significant insight with respect to culture development and talent management.
General Atlantic, a leading global growth equity investor
BeyondNetZero, the climate investing venture of General Atlantic’s broader portfolio
IHS Markit Ltd. (formerly Markit Ltd.), a global information provider
None
IHS Markit Ltd. (2016-2022)
| Item | Voting Recommendation | Page |
|---|---|---|
| Proposal 1: Election of the 11 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 | 60 |
| Proposal 3: Ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for Mastercard for 2026 | FOR | 102 |
| Proposal 4-5: Stockholder proposals, if properly presented | AGAINST | 107 |
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