Mastercard Inc MA

50% shingled-prose overlap between the two filings.

2025: 52,442 chars · 2026: 48,768 chars

• Committee Report:40% overlap (427 → 397 chars)
• Pay Ratio (Item 402(u)):20% overlap (60,000 → 60,000 chars)

• changedThis Compensation Discussion and Analysis (CD&A) describes Mastercard’s executive compensation program for 2025, 2024,as well as certain elements of the 2026 2025program for our NEOs, who are listed below and appear in the Summary Compensation Table on pg 83. 86.
• newNamed executive officersRoleMichael MiebachPresident and Chief Executive OfficerSachin MehraChief Financial OfficerCraig VosburgChief Services OfficerTimothy Murphy1Vice ChairEdward McLaughlinPresident and CTO, Mastercard TechnologyLinda KirkpatrickPresident, Americas
• new1On May 1, 2025, Mr. Murphy transitioned from Chief Administrative Officer to the role of Vice Chair.
• changedMastercard’s executive compensation program is designed to support our strategic objectives and to attract, retain and motivate andretainour executives, who are critical to Mastercard’s long-term success.
• changedAlign the long-term interests of our executives with stockholdersPay for performancePay competitivelyOur compensation program strongly aligns the interests of our executives with long-term stockholder value through the use of equity compensation, which is largely long-term longtermin nature.The majority of the compensation of our CEO and other NEOs is variable and at-risk and is tied to pre-established goals linked to financial, strategic and cultural objectives designed to create long-term stockholder value and drive our objectives to grow, diversify and build our business.Each year, the HRCC assesses the competitiveness of compensation for executives to enable attraction, retention and motivation andretentionof top talent.
• changedThe program is designed to attract, retain and motivate andretainexecutives to achieve financial and strategic results that create sustainable value for stockholders, primarily through long-term equity awards rather than annual cash compensation.
• changedAt our 2025 2024annual meeting of stockholders, 96% 95%of the votes cast on the annual say-on-pay proposal were in support of our executive compensation program.
• changedWe view this level of stockholder support as affirmation of our current pay programs and our compensation payforperformancephilosophy.
• changedThe HRCC, with input from the independent compensation consultant, considered the vote results, input from investors and current market practices as it evaluated whether changes to the compensation program were warranted and did not make any changes to the overall structure of our executive compensation program based on these factors. warranted.
• new2026 MASTERCARD PROXY61
• changed2025 2024financial and operational highlights
• changedThe following are our key financial and operational highlights for 2025, 2024,including growth rates over the prior year:
• changedGAAPNet revenueNet incomeDiluted EPS$32.8B$15.0B$16.52up16%up16%up19%NON-GAAP1 (currency-neutral growth rate)Net EPS$28.2B$12.9B$13.89up12%up15%up17%NON-GAAP1(currency-neutral)AdjustednetrevenueAdjusted net incomeAdjusted diluted EPS$32.8B$15.4B$17.01up15%up13%up15%1Non-GAAP EPS$28.2B$13.5B$14.60up13%up18%up21%Grossdollarvolume(growthonalocalcurrencybasis)Cross-bordervolumegrowth(onalocalcurrencybasis)Switchedtransactions$9.8T159.4Bup18%up11%up11%1Non-GAAPresults (including growth rates) exclude the impact of gains and losses on equity investments, special items and/or foreign currency.
• changedRefer to Appendix A for the reconciliation to the most direct comparable GAAP financial measures and our reasons for presenting them.Gross dollar volume (growth on a localcurrency basis) Cross-bordervolume growth(on a local currency basis)Switched transactions$10.6T175.5Bup 15%up 9%up 10%Annualized them.Annualizedtotal shareholder return (TSR)MastercardPeer group medianS&P 500 indexCAGR 500CAGR= Compound annual growth rateSource: FactSetCapital returned to stockholders in 2025Cash 2024Cashflows from operationsTotalRepurchased sharesDividends2025$14.5B$11.7B$2.8B$17.6B10-year sharesDividends2024$13.4B$11.0B$2.4B$14.8B10-yearhistory of stock price growthMastercard’s historically strong performance has resulted in the substantial appreciation of our stock price in the last 10 years from a closing stock price of $97.36 $86.16per share as of December 31, 2015 2014to a closing stock price of $570.88 $526.57per share as of December 31, 2025. 2024.
• new622026 MASTERCARD PROXY
• changedAs described in more detail on pg 65, 66,both the structure of our compensation program and individual pay decisions are designed to support our long-term business strategy, which we believe will ultimately create value for our stockholders and other key stakeholders, including our employees, customers, consumers and the communities in which we operate.
• newOur three strategic priority areas — consumer payments, commercial and new payment flows, and services and other solutions — are enabled by our people, brand, data and AI, technology, franchise and doing well by doing good.
• changedPerformance dimensionStrategic dimension1StrategicalignmentFinancial alignmentCultural alignmentAnnual bonus planCorporate financial resultsFinancial metrics and goals set in relation to business drivers in each strategic priorityAnnual top-line and profitability results (net revenue and net income)Corporate strategic performance modifierOperational objectives in each strategic priority and enablement areasStrategic metrics expected to drive future financial resultsPositioning the company for long-term growth opportunities Individual performance factor (IPF)Performance measured against core strategic objectives appropriate to roleKey financial results appropriate for executive’s rolePerformance evaluated against the Mastercard valuesLong-term incentive planIndividual performanceGrant based on potential to grow and lead in alignment with Mastercard values and to assume increasing levels of responsibility in connection with strategic/financial prioritiesCorporate financial results (performance stock units or PSUs)Generally, financial metrics and goals aligned to external multi-year guidanceBalances incentives to drive fundamental financials and stock price appreciationRelative TSR modifier (PSUs)Combination of strategic, financial cultural,strategicand cultural financialpriorities drives sustainable, long-term stockholder value Absolute stock price appreciation (PSUs, restricted stock units or RSUs and stock options)
• new2026 MASTERCARD PROXY63
• changedWhat we do Pay for performance Align executive compensation with stockholder returns through long-term incentives Maintain significant stock ownership requirements and guidelines, as well as a post-vest holding period on PSUs Use an appropriate peer group when establishing competitive compensation Tailor individual pay opportunities to support Reviewexecutive succession planning and leadership development programs Reward individual performance but with limits that cap individual payouts in executive incentive plans Regularly assess compensation programs to mitigate undue risk-taking by executives Mandate “double-trigger” provisions for all plans that contemplate a change in control Maintain robust clawback and equity award forfeiture policies Retain an independent compensation consultant Hold an annual say-on-pay advisory voteWhat we don’t do Permit hedging or pledging of Mastercard stock Provide any excise tax gross-ups for executive officers Provide tax gross-ups, other than under our global mobility programs Reprice stock options Pay dividend equivalents on unvested equity awards Guarantee annual salary increases or bonuses Grant discounted or reload stock options Spring load or back date equity grants
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• changed2025 2024total direct compensation (TDC) for NEOs
• changedThe primary elements of our 2025 2024executive compensation program consisted of base salary, annual incentive and long-term incentive compensation.
• changedThe HRCC selected the elements of compensation that wereselectedbytheHRCCbecauseit considers eachelementto be important in meeting one or more of the objectives of our core executive compensation principles.
• changedCEOOther NEOsPurposeKey characteristicsPerformance metrics and weightings•Attract and retain executives with competitive level of cash compensation•Reviewed annually and adjusted when appropriate•Considers desired market position in recognition considerationof scope of responsibilities, individual contributions and expertise•Motivate and reward executives for achievement of key performance metrics during the fiscal year •Serves as a key compensation element for rewarding annual results and differentiating performance each year•Performance metrics and goals established by a committee of independent directors•Payouts based on performance against financial, strategic strategic,individual,and individual environmental,socialandgovernanceobjectives•Payouts cannot exceed 250% of an executive’s target annual incentive amount•Adjusted net income (67%)•Adjusted net revenue (33%)•Strategic (33%)•Environmental,socialandgovernancemodifierandstrategicperformance adjustment•Individual performancePerformance stock units (PSU)•Motivate and reward executives for performance on key long-term measures•Align the interests of executives with long-term stockholder value•Retain executive talent•Performance metrics and goals established by a committee of independent directors•Maximum payout equal to 200% of the target number of PSUs granted•Adjusted earnings per share (50%)•Adjusted net revenue (50%)•Relative total shareholder return modifierRestricted stock units (RSU)•Align the interests of executives with long-term stockholder value•Retain talent through significant ownership of Mastercard stock by our executives•Vest ratably over three years•Options: max term of 10 years•Stock priceStock options
• new2026 MASTERCARD PROXY65
• changedIncreases occur, at the HRCC’s discretion, when the executive officer’s base salary is not reflective of the desired market position or when a change in responsibility or individual contributions warrants an adjustment.As part of the year-end compensation decision-making process, with input from its independent compensation consultant, the HRCC approved abase salary increases effective increaseforRajSeshadrifrom$650,000to$675,000butrecommendedallotherNEObasesalariesremainunchangedforMarch 1, 2025. 2024.
• newThe base salary increases set forth below, as well as increases in other elements of compensation discussed in subsequent sections, reflect a move toward a market median range based on experience in role and demonstrated performance and leadership.Name2024 base salary2025 base salaryMichael Miebach$1,250,000$1,400,000Sachin Mehra$800,000$825,000Craig Vosburg$775,000$800,000Timothy Murphy$725,000$750,000Edward McLaughlin$675,000$700,000Linda Kirkpatrick$675,000$700,0002025 annual incentive The 2025 annual incentive awards for our executive officers were granted under our Senior Executive Annual Incentive Compensation Plan (SEAICP).
• changedThe HRCC uses the SEAICP to provide a cash incentive award to the executive officers, including the NEOs, for the attainment of annual company and individual performance objectives that are established at the start of the year (as described in the “Annual compensation decision-making participants and process” section on pg 75).The 77).Thedetermination of the annual incentive, or bonus, for each of our NEOs is based on our corporate score and each NEO’s individual performance factor, as shown below:Corporate score(0%-200%)XIndividual performance factor(0%-200%)=Final bonus payout (0%-250% of target)Step one: Financial score(0%-200%)2025 score(0%-200%)2024financial performance metrics and weightings:•2/3 adjusted net income•1/3 adjusted net revenueStep two: Environmental,socialandgovernancemodifier1Financialscore(stepone)canbeadjustedwithinarangeofupordownby10percentagepoints(ppt)Stepthree:Strategic performance adjustmentFinancial adjustmentResultingscore (stepsoneandtwo)can be adjusted within a range of up 10 percentage points (ppts) or down 20 percentage points points1In2025,theenvironmental,socialandgovernancemodifierwillnolongerbeincludedinourannualincentivecompensationplans;prioritiesthatarecriticaltoMastercard’slong-termsuccesswillcontinuetobeevaluatedaspartofthecompany’soverallstrategicperformance,asdescribedin“Changestoincentivecompensationprogramsbeginningin2025”onpg82.
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• changedCorporate scoreAs described below, the HRCC determined that company performance under the annual incentive plan resulted in a corporate score of 145% 126%of target for the purposes of funding the plan.
• changedFive percent of plan funding was formulaically reserved to facilitate differentiation in awards to top performers throughout the company.
• changedThis reserved funding resulted in a final corporate score of 137.8%, 119.7%,used for the purposes of calculating individual payouts under the plan.ComponentScoreFinancial score (a)145%Strategic (a)126%Environmental,socialandgovernancemodifier(b)+/-0pptsStrategicperformance adjustment (b)+/- (c)+/-0 pptsCorporate score used to fund plan (a+b)145%5% (a+b+c)126%5%reserved to facilitate differentiation (c)-7.2 (d)-6.3pptsFinal corporate score (a+b+c)137.8%The (a+b+c+d)119.7%TheHRCC used a two-step three-stepprocess to determine the 2025 2024corporate score:•Step one (financial score): calculated based on corporate performance against rigorous and challenging financial performance goals aligned with our annual business plan.
• changedFor2024,Financial performance in 2025 was strong, as detailed on pg 62 63and below, resulting in a financial score of 145%: 126%:
• changedFinal 2025 2024performance goalsMetricsGoalweight2024 goalsMetricsGoalweight2023adjustedactualThreshold (50% payout)Target (100% payout)Maximum(200% payout)2025 payout)2024adjustedactual1ScoreAdjusted net income — SEAICP($ millions)67%$13,865$12,873$14,200$15,526$14,907153%Adjusted millions)67%$11,800$12,324$13,489$14,653$13,865132%Adjustednet revenue($ millions)33%$28,544$29,896$31,557$33,219$32,005127%Financial millions)33%$25,054$26,819$28,330$29,840$28,544114%Financialscore 145% 126%
• changed1Metrics shown differ from net income and net revenue under GAAP because they exclude certain one-time items, 2024acquisitions,the impact of gains and losses on equity investments, and non-GAAP special items (which includes litigation judgments and settlements), settlements)andcertainone-timeitems,as well as the impact of translational and transactional activity related to foreign exchange rates and the related impact of our foreign exchange derivatives designated as cash flow hedging instruments.
• new2026 MASTERCARD PROXY67
• changed•Step two three(strategic performance adjustment): based on performance against our strategic objectives established in early 2025. 2024.
• changedFor 2025, 2024,the HRCC approved the following strategic performance objectives:
• newSTRATEGIC PRIORITIESAccelerate thesecular shiftWin profitableshare across paymentsLead in innovation whiledriving scaleConsumer (including core)payments•Grow and modernize acceptance•Execute differentiated consumer value propositions•Execute our digital strategyCommercial and newpaymentflows•Grow commercial acceptance, new verticals and embedded finance•Drive flips and renewals with expansion•Scale alternative distribution•Identify and scale viable use cases in transfer solutions•Enhance products and platforms to unlock buyer/supplier ecosystemsDifferentiate paymentsCapture adjacenciesGrow at scaleServices and other solutions•Enable market wins and volume growth•Accelerate development of scalable new products with focus on cybersecurity and resiliency•Increase transaction penetration across rails and scale one to many distributionENABLED BY
• changedThe HRCC recognized overall strong performance against strategic objectives in 2025 2024and, with management’s input, determined neither a positive nor a negative strategic performance adjustment was warranted.
• changedAs calculated statedon pg 67, 68,after considering all program components, the final corporate score was 137.8%. 119.7%.
• new682026 MASTERCARD PROXY
• changedOnce the corporate score is established, annual incentive payouts are further adjusted for each NEO by an IPF, individualperformancefactor(IPF),which is determined through assessing performance against individual performance objectives that support the company’s strategic objectives.
• changedBelow is a summary of each NEO’s primary 2025 2024objectives:
• changedName2025 Name2024objectivesMichael Miebach Deliver on key financial metrics and innovation, enhance the perception of Mastercard in the marketplace, build and strengthen relationships with key constituents, position Mastercard for growth as the industry undergoes physical and digital convergence, and drive a culture of decency that emphasizes doing well by doing good both inside and outside the companySachin MehraDeliver on key financial metrics, strategy development and execution, acquisitions and integration, risk management and investor relationsCraig VosburgDevelop and globally advance globallyvalue-added services, including fraud management, cybersecurity, identity solutions, consulting, loyalty, open banking, account acquisition, business insights, innovation and product development, enterprise-wide AI and data strategy, and Mastercard Economics Institute to differentiate our payment offerings and diversify revenuesTimothy Murphy1Drive MurphyDrivethe people, legal, public policy and franchise strategy to enable the organization to deliver value to stakeholders and continue significant growthEdward McLaughlinAdvance the company’s technology functions, including the growthRajSeshadriAccelerateinnovationandgrowthincommercialB2Bpayments network, enterprise platforms, technology infrastructure andoperations, information security and global technology hubsLinda KirkpatrickExecute the company’s strategy moneymovementsolutionsto deliver financials in the Americas, to manage customer relationships with banks, merchants, fintechs bestexperiencesand governments in createthe Americas, and to manage relationships with global digital partners greatestvalueforcustomers
• changed2025 2024annual incentive earned
• changedAs a result of the decisions discussed above, the HRCC approved the following annual cash incentive payouts for each of the NEOs in early 2026: 2025:
• new2025base salary2025target annual incentive2025actual annual incentive1Name% of base$% of target$Michael Miebach$1,400,000250%$3,500,000227%$7,957,950Sachin Mehra$825,000150%$1,237,500196%$2,421,491Craig Vosburg$800,000135%$1,080,000168%$1,815,653Timothy Murphy$750,000125%$937,500168%$1,576,088Edward McLaughlin$700,000120%$840,000154%$1,296,422Linda Kirkpatrick$700,000125%$875,000175%$1,531,303
• new2026 MASTERCARD PROXY69
• newLong-term incentives
• new2025 program overview
• changedWe Long-termincentives2024programoverviewWeuse equity grants as the primary means of providing long-term incentives (LTI) to our employees and aligning the interests of our employees with stockholders.
• changedFor 2025, 2024,each NEO’s annual award consisted of 60% PSUs, 20% RSUs and 20% stock options.
• newInformation about the long-term awards to the NEOs in 2025 can be found in the Grants of Plan-Based Awards table (see pg 85).
• newIn making its determination on what types of awards to grant, the HRCC considers the following:
• new•The effect of having the CEO and other NEOs 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
• new•Peer group information (see pgs 77-78 for more information)
• new•Trends in long-term incentive grants
• new•The accounting treatment and potential dilutive impact of such awards
• changedOn March 1, 2025, the HRCC granted the following aggregate dollar amounts of PSUs, RSUs and stock options andRSUsunder our Amended and Restated 2006 Long Term Incentive Plan (LTIP) LTIPto the NEOs: eachNEO:
• newNamePerformance stock units1Restrictedstock units1Stock options1TotalMichael Miebach$14,850,000$4,950,000$4,950,000$24,750,000Sachin Mehra$6,000,000$2,000,000$2,000,000$10,000,000Craig Vosburg$5,550,000$1,850,000$1,850,000$9,250,000Timothy Murphy$4,620,000$1,540,000$1,540,000$7,700,000Edward McLaughlin$3,600,000$1,200,000$1,200,000$6,000,000Linda Kirkpatrick$3,420,000$1,140,000$1,140,000$5,700,000
• new1 Amounts differ from the Summary Compensation Table due to (1) differences in the stock price used to convert grant values to a number of units and the accounting value per unit that is required to be reported in the Summary Compensation Table and (2) rounding.
• new702026 MASTERCARD PROXY
• changed2025 2024performance stock units
• changedThe PSU plan design, as determined by the HRCC, for the performance period beginning January 1, 2025 2024and ending December 31, 2027:•Provides 2026:•Providesa balanced top- and bottom-line long-term focus through the use of three one-year adjusted net revenue and three one-year adjusted EPS growth metrics (equally weighted) averaged over the three-year performance period:•EPS growth targets take into account an initial assumption for share buybacks•Enhances the link with stockholder returns by adjusting, up or down, the payout from the adjusted average net revenue and adjusted average EPS metrics by Mastercard’s relative TSR (stock price performance plus dividends) versus the S&P 500 member companies to reflect our stockholder experience beginning on the grant date and ending on December 31, 2027•Provides 2026•Providesa payout range from 0%-200% of the granted PSUs•Excludes dividends or dividend equivalents prior to vesting•Shares issuable at vesting are subject to a mandatory one-year holding period•Vested PSUs are eligible for dividend equivalents during the mandatory one-year holding period
• newPayout range0%-200%EPS50% of unitsRelative TSRvs.
• newS&P 500(Target at 55th percentile, modifier capped at target if TSR is negative)InitialPSU grant Final PSU payout0%-200% of granted units + x = Net revenue50% of unitsPayout range0%-200%ModifierUp to +/- 50%
• changedVesting of the 2025 2024PSUs will be based on Mastercard’s performance against the predetermined performance objectives set by the HRCC for the performance period beginning January 1, 2025 2024and ending December 31, 2027. 2026.
• changedThe HRCC established the 2025-2027 2024-2026goals at the same time it authorized the PSU awards for the performance period.
• changedThe HRCC relied upon its experience and collective business judgment in establishing goals and believes they are set at levels that require strong performance for target payout and exceptional performance for maximum payout.We do not disclose forward-looking targets for our PSUs as the disclosure could result in competitive harm and be detrimental to our operating performance. payout.
• changedHowever, at the completion of the performance period, we retrospectively disclose the performance goals, actual performance and payouts for all previously granted PSUs. PSUs.StockoptionsStockoptionsrepresent20%oftheannuallong-termincentivegrantvalue.
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• newStock optionsStock options represent 20% of the annual long-term incentive grant value.
• changedStock option awards granted on March 1, 2025 2024have an exercise price of $576.31 $476.63per share (the closing price of Class A common stock on the NYSE on the grant date), vest in three equal annual installments beginning on the first anniversary of the award and have a maximum term of 10 years.
• changedRSUs granted in 2025 2024vest in three equal annual installments beginning on the first anniversary of the grant date.
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• changedSettlement of 2023 2022performance stock units
• changedIn 2026, 2025,following the completion of the three-year performance period of 2023-2025, 2022-2024,Mastercard settled the PSU awards that were granted in 2023. 2022.
• changedIn February 2023, 2022,the HRCC determined that the payout rate for the 2023 2022PSUs would be tied to performance against three consecutive one-year adjusted net revenue and adjusted EPS growth goals and modified by Mastercard’s three-year relative TSR performance against S&P 500 companies.

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