Notice of 2023 Annual Meeting and Proxy Statement
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Index
Front Cover
Table of Contents
Annual Letters from Mastercard Leadership 2023
Board of directors
Notice of 2023 Annual Meeting of Stockholders and Proxy Statement
Proxy Summary
Strategy
Strategy
Corporate governance
Proposal 1: Election of directors
Board and committees
Director independence and related person transactions
Director compensation
Environmental, social and governance
Our ESG strategy
ESG governance
Management Committee
Management Committee members
Executive compensation
Proposal 2: Advisory approval of Mastercard's executive compensation
Compensation discussion and analysis
Equity compensation plan information
CEO pay ratio disclosure
Pay versus Performance disclosure
Advisory approval of the frequency of future advisory votes on executive compensation
Approval of Mastercard Incorporated Employee Stock Purchase Plan
Proposal 4: Approval of Mastercard Incorporated Employee Stock Purchase Plan
Audit
Proposal 5: Ratification of the appointment of independent registered public accounting firm for 2023
Auditor’s services and fees
Audit Committee report
Stockholder Proposals
Proposal 6: Consideration of a stockholder proposal requesting a report on ensuring respect for civil liberties
Proposal 7: Consideration of a stockholder proposal requesting a report on Mastercard’s stance on new Merchant Category Code
Proposal 8: Consideration of a stockholder proposal requesting lobbying disclosure
Proposal 9: Consideration of a stockholder proposal requesting stockholders approve advance notice bylaw amendments
Proposal 10: Consideration of a stockholder proposal requesting a report on the cost-benefit analysis of diversity and inclusion efforts
Stock ownership information
Security ownership of certain beneficial owners
Security ownership of directors and management
About the Annual Meeting and voting
Why am I receiving these proxy materials?
How is Mastercard distributing proxy materials?
Who is entitled to vote at the virtual Annual Meeting
What matters will be voted on at the virtual Annual Meeting?
What is the quorum requirement for the virtual Annual Meeting?
What is the difference between holding shares as a registered stockholder and holding shares in street name?
If I hold shares in street name, does my broker need instructions to vote my shares?
What are my voting choices for each matter, and how does the Board recommend I vote?
What vote is needed to elect directors?
What vote is required for the other matters to be voted upon at the virtual Annual Meeting to be adopted?
How do I vote my shares?
What can I do if I change my mind after I vote my shares?
How are my shares voted by the proxies designated by the company?
Who bears the cost of soliciting votes for the virtual Annual Meeting?
What is “householding”?
Who counts the votes?
How do I find out the voting results?
What do I need to do if I would like to attend the virtual Annual Meeting?
What if I have a disability?
Other matters
Submission of 2024 proposals and nominations
Proposals for inclusion in the proxy statement for the 2024 annual meeting
Director nominations for inclusion in the proxy statement for the 2024 annual meeting (proxy access)
Other proposals or director nominations to be presented at the 2024 annual meeting
Appendices
Appendix A: Non-GAAP financial information
Appendix B: Mastercard Incorporated Employee Stock Purchase Plan
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Search
Go to Home
Open index
Open page thumbnails
Search
Index
Front Cover
Table of Contents
Annual Letters from Mastercard Leadership 2023
Board of directors
Notice of 2023 Annual Meeting of Stockholders and Proxy Statement
Proxy Summary
Strategy
Strategy
Corporate governance
Proposal 1: Election of directors
Election process
Refreshing the Board and nominating directors
Identifying director candidates
Key factors the Board considers when selecting directors and refreshing the Board (in addition to the current needs of the Board and the company)
Nominees for election as directors
Experience
Director Biographies
Board and committees
Board of Directors
Board committees
Board and committee evaluation
Board risk oversight
Board oversight of information security, including cybersecurity, and data privacy
Our corporate governance practices
Political activity and spending
Code of Conduct and Supplemental Code of Ethics
Hedging/pledging prohibitions and insider trading policy
Communicating with the Board
Director independence and related person transactions
Director independence
Certain relationships and related person transactions
Additional Board service requirements
Director compensation
Environmental, social and governance
Our ESG strategy
ESG governance
Management Committee
Management Committee members
Executive compensation
Proposal 2: Advisory approval of Mastercard's executive compensation
Compensation discussion and analysis
Executive summary
Our executive compensation program
Other elements of compensation
Annual compensation decision-making participants and process
Peer group
2023 compensation decisions
Additional compensation program features and policies
Compensation Committee Report
Summary compensation table
All other compensation in 2022
Grants of plan-based awards in 2022
Outstanding equity awards at 2022 fiscal year end
Option exercises and stock vested in 2022
Potential Payments Upon Termination or Change in control
Equity compensation plan information
CEO pay ratio disclosure
Pay versus Performance disclosure
Advisory approval of the frequency of future advisory votes on executive compensation
Proposal 3: Advisory approval of the frequency of future advisory votes on executive compensation
Approval of Mastercard Incorporated Employee Stock Purchase Plan
Proposal 4: Approval of Mastercard Incorporated Employee Stock Purchase Plan
Audit
Proposal 5: Ratification of the appointment of independent registered public accounting firm for 2023
Auditor’s services and fees
Audit Committee report
2022 audited financial statements and internal controls
Stockholder Proposals
Proposal 6: Consideration of a stockholder proposal requesting a report on ensuring respect for civil liberties
Proposal 7: Consideration of a stockholder proposal requesting a report on Mastercard’s stance on new Merchant Category Code
Proposal 8: Consideration of a stockholder proposal requesting lobbying disclosure
Proposal 9: Consideration of a stockholder proposal requesting stockholders approve advance notice bylaw amendments
Proposal 10: Consideration of a stockholder proposal requesting a report on the cost-benefit analysis of diversity and inclusion efforts
Stock ownership information
Security ownership of certain beneficial owners
Security ownership of directors and management
About the Annual Meeting and voting
Why am I receiving these proxy materials?
How is Mastercard distributing proxy materials?
Who is entitled to vote at the virtual Annual Meeting
What matters will be voted on at the virtual Annual Meeting?
What is the quorum requirement for the virtual Annual Meeting?
What is the difference between holding shares as a registered stockholder and holding shares in street name?
If I hold shares in street name, does my broker need instructions to vote my shares?
What are my voting choices for each matter, and how does the Board recommend I vote?
What vote is needed to elect directors?
What vote is required for the other matters to be voted upon at the virtual Annual Meeting to be adopted?
How do I vote my shares?
What can I do if I change my mind after I vote my shares?
How are my shares voted by the proxies designated by the company?
Who bears the cost of soliciting votes for the virtual Annual Meeting?
What is “householding”?
Who counts the votes?
How do I find out the voting results?
What do I need to do if I would like to attend the virtual Annual Meeting?
What if I have a disability?
Other matters
Submission of 2024 proposals and nominations
Proposals for inclusion in the proxy statement for the 2024 annual meeting
Director nominations for inclusion in the proxy statement for the 2024 annual meeting (proxy access)
Other proposals or director nominations to be presented at the 2024 annual meeting
Appendices
Appendix A: Non-GAAP financial information
Appendix B: Mastercard Incorporated Employee Stock Purchase Plan
Pages
1
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3
4
5
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