Notice of 2024 Annual Meeting and Proxy Statement

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Notice of 2024 Annual Meeting of Stockholders and Proxy Statement
Table of Contents
Annual Letters from Mastercard Leadership 2024
Board of Directors
Notice of 2024 annual meeting of stockholders
Proxy summary
Our mission and purpose and the Mastercard Way Our Board nominees Our director nominees’ experience, tenure, independence and diversity Director skills Our engagement and transparency Environmental, social and governance Our performance Compensation
Strategy
Strategy
Corporate governance
Proposal 1: Election of directors Board and committees Our corporate governance practices Environmental, social and governance practices 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 2023 Grants of plan-based awards in 2023 Outstanding equity awards at 2023 fiscal year end Option exercises and stock vested in 2023 Nonqualified deferred compensation in 2023 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 2024 Auditor’s services and fees Audit Committee report
Stockholder proposals
Proposal 4: Consideration of a stockholder proposal requesting transparency in lobbying Proposal 5: Consideration of a stockholder proposal requesting a director election resignation bylaw Proposal 6: Consideration of a stockholder proposal requesting a congruency report on privacy and human rights Proposal 7: Consideration of a stockholder proposal requesting a human rights congruency report Proposal 8: Consideration of a stockholder proposal requesting a report on gender-based compensation and benefit gaps
Stock ownership information
Security ownership of certain beneficial owners Delinquent Section 16(a) reports Security ownership of directors and management
About the Annual Meeting and voting
Submission of 2025 proposals and nominations
Proposals for inclusion in the proxy statement for the 2025 annual meeting Director nominations for inclusion in the proxy statement for the 2025 annual meeting (proxy access) Other proposals or director nominations to be presented at the 2025 annual meeting
Appendix
Appendix A: Non-GAAP financial information
102 / 141
Equity compensation plan information
The table below presents information as of December 31, 2023 for the LTIP and our Amended and Restated 2006 Non-Employee Director Equity Compensation
Plan, both of which previously have been approved by stockholders. Mastercard does not have any equity compensation plans that have not been approved
bystockholders.
Plan category
Number of securities to be issued
upon exercise of outstanding
options, warrants and rights1, 2
Weighted-average exercise price
of outstanding options, warrants
and rights3
Number of securities remaining
available for future issuance
under equity compensation plans
(excluding shares reflected in
column (a))
(a) (b) (c)
Equity compensation plans approved by
stockholders 5,969,487 $217.21 23,454,065
Equity compensation plans not approved by
stockholders — — —
Total 5,969,487 23,454,065
1The LTIP authorizes the issuance of stock options, restricted stock, RSUs, PSUs and other stock-based awards, and our Amended and Restated 2006 Non-Employee Director Equity Compensation
Plan authorizes the issuance of DSUs and other awards provided for by the LTIP, such as restricted stock. Of the total number of shares: (a) 3,021,156 shares may be issued pursuant to outstanding
stock options; (b) 2,216,182 shares may be issued pursuant to outstanding RSUs; (c) 634,632 shares may be issued pursuant to outstanding PSUs (see footnote (2) below); and (d) 97,527 shares
may be issued pursuant to outstanding DSUs.
2The number of shares to be issued pursuant to outstanding PSUs represents the aggregate number of PSUs granted in each of 2021, 2022 and 2023, corresponding to the number of shares of our
Class A common stock. The PSUs are based on the expected performance over the three-year period ending December 31, 2023, 2024 and 2025, respectively. For the grants in 2022 and 2023, the
PSUs to be issued will be based on actual performance levels up to a maximum of 200%. For the 2021 grant, the PSUs to be issued will be based on actual performance levels up to a maximum
of175%.
3The weighted-average exercise price of outstanding options, warrants and rights excludes the RSUs, PSUs and DSUs.
EXECUTIVE COMPENSATION
102 2024 MASTERCARD PROXY