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
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Go to Home
Open index
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Index
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
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