Notice of 2025 Annual Meeting and Proxy Statement
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Index
Front Cover
Table of Contents page 1
Table of Contents page 2-3
Annual Letters from Mastercard Leadership 2025
Board of Directors
Notice of 2025 annual meeting of stockholders
Proxy summary
Our mission and purpose and the Mastercard Way
Our Board nominees
Our director nominees’ experience, tenure and independence
Director skills (including number of nominees possessing these skills)
Our performance
Compensation
Strategy
Strategy
Corporate governance
Proposal 1: Election of directors
Board and committees
Our corporate governance practices
Doing well by doing good
Our engagement and transparency
Other corporate governance matters
Director independence and related person transactions
Director compensation
Management Committee
Management Committee members
Executive compensation
Proposal 2: Advisory approval of Mastercard's executive compensation
Compensation discussion and analysis
Compensation Committee report
Summary Compensation Table
All other compensation in 2024
Grants of plan-based awards in 2024
Outstanding equity awards at 2024 fiscal year end
Option exercises and stock vested in 2024
Nonqualified deferred compensation in 2024
Potential payments upon termination or change in control
Equity compensation plan information
CEO pay ratio disclosure
Pay versus performance disclosure
Audit
Proposal 3: Ratification of the appointment of independent registered public accounting firm for 2025
Auditor’s services and fees
Audit Committee report
Approval of amendments to the Certificate of Incorporation
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
Proposal 5: Approval of an amendment to Mastercard's Amended and Restated Certificate of Incorporation to remove the Industry Director concept
Proposal 6: Approval of an amendment to Mastercard's Amended and Restated Certificate of Incorporation to implement other miscellaneous changes
Stockholder proposals
Proposal 7: Consideration of a stockholder proposal requesting a racial equity audit report
Proposal 8: Consideration of a stockholder proposal requesting a report on affirmative action risks
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 Annual Meeting
What matters will be voted on at the Annual Meeting?
What is the quorum requirement for the 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 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 Mastercard?
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 Annual Meeting?
What if I have a disability?
Other matters
Submission of 2026 proposals and nominations
Proposals for inclusion in the proxy statement for the 2026 annual meeting
Director nominations for inclusion in the proxy statement for the 2026 annual meeting (proxy access)
Other proposals or director nominations to be presented at the 2026 annual meeting
Appendices
Appendix A: Non-GAAP financial information
Appendix B: Amendment to Mastercard's Amended and Restated Certificate of Incorporation to limit liability of officers as permitted by Delaware law
Appendix C: Amendment to Mastercard's Amended and Restated Certificate of Incorporation to remove the Industry Director concept
Appendix D: Amendment to Mastercard's Amended and Restated Certificate of Incorporation to implement other miscellaneous changes
ILB
Inside Back Cover
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Search
Go to Home
Open index
Open page thumbnails
Search
Index
Front Cover
Table of Contents page 1
Table of Contents page 2-3
Annual Letters from Mastercard Leadership 2025
Board of Directors
Notice of 2025 annual meeting of stockholders
Proxy summary
Our mission and purpose and the Mastercard Way
Our Board nominees
Our director nominees’ experience, tenure and independence
Director skills (including number of nominees possessing these skills)
Our performance
Compensation
Strategy
Strategy
Corporate governance
Proposal 1: Election of directors
Board and committees
Our corporate governance practices
Doing well by doing good
Our engagement and transparency
Other corporate governance matters
Director independence and related person transactions
Director compensation
Management Committee
Management Committee members
Executive compensation
Proposal 2: Advisory approval of Mastercard's executive compensation
Compensation discussion and analysis
Compensation Committee report
Summary Compensation Table
All other compensation in 2024
Grants of plan-based awards in 2024
Outstanding equity awards at 2024 fiscal year end
Option exercises and stock vested in 2024
Nonqualified deferred compensation in 2024
Potential payments upon termination or change in control
Equity compensation plan information
CEO pay ratio disclosure
Pay versus performance disclosure
Audit
Proposal 3: Ratification of the appointment of independent registered public accounting firm for 2025
Auditor’s services and fees
Audit Committee report
Approval of amendments to the Certificate of Incorporation
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
Proposal 5: Approval of an amendment to Mastercard's Amended and Restated Certificate of Incorporation to remove the Industry Director concept
Proposal 6: Approval of an amendment to Mastercard's Amended and Restated Certificate of Incorporation to implement other miscellaneous changes
Stockholder proposals
Proposal 7: Consideration of a stockholder proposal requesting a racial equity audit report
Proposal 8: Consideration of a stockholder proposal requesting a report on affirmative action risks
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 Annual Meeting
What matters will be voted on at the Annual Meeting?
What is the quorum requirement for the 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 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 Mastercard?
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 Annual Meeting?
What if I have a disability?
Other matters
Submission of 2026 proposals and nominations
Proposals for inclusion in the proxy statement for the 2026 annual meeting
Director nominations for inclusion in the proxy statement for the 2026 annual meeting (proxy access)
Other proposals or director nominations to be presented at the 2026 annual meeting
Appendices
Appendix A: Non-GAAP financial information
Appendix B: Amendment to Mastercard's Amended and Restated Certificate of Incorporation to limit liability of officers as permitted by Delaware law
Appendix C: Amendment to Mastercard's Amended and Restated Certificate of Incorporation to remove the Industry Director concept
Appendix D: Amendment to Mastercard's Amended and Restated Certificate of Incorporation to implement other miscellaneous changes
ILB
Inside Back Cover
Pages
1
2
3
4
5
6
7
8
9
10
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12
13
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15
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133
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136
137
138
139
140
141
142
143
144
145
146
147
148
149
150
151
152
153
Search
