Mastercard Inc. Files Definitive Proxy Statement (DEF 14A)

Ticker: MA · Form: DEF 14A · Filed: Apr 26, 2024 · CIK: 1141391

Mastercard Inc DEF 14A Filing Summary
FieldDetail
CompanyMastercard Inc (MA)
Form TypeDEF 14A
Filed DateApr 26, 2024
Risk Levellow
Pages15
Reading Time18 min
Key Dollar Amounts$25.1B, $11.2B, $11.83, $11.6B, $12.26
Sentimentneutral

Sentiment: neutral

Topics: Proxy Statement, DEF 14A, Mastercard, Corporate Governance, Executive Compensation

TL;DR

<b>Mastercard Inc. has filed its Definitive Proxy Statement (DEF 14A) detailing director elections, corporate governance, executive compensation, and ESG initiatives.</b>

AI Summary

Mastercard Inc (MA) filed a Proxy Statement (DEF 14A) with the SEC on April 26, 2024. Mastercard Inc. filed its Definitive Proxy Statement (DEF 14A) on April 26, 2024. The filing covers the period ending June 18, 2024. Key sections include Proxy Summary, Strategy, Corporate Governance, and Executive Compensation. The document details director nominees' experience, tenure, independence, and diversity. It also outlines environmental, social, and governance (ESG) initiatives and company performance.

Why It Matters

For investors and stakeholders tracking Mastercard Inc, this filing contains several important signals. This filing provides shareholders with crucial information for upcoming voting decisions, particularly regarding the election of directors and executive compensation plans. The detailed breakdown of director qualifications and ESG strategies allows investors to assess the company's commitment to good governance and sustainability.

Risk Assessment

Risk Level: low — Mastercard Inc shows low risk based on this filing. The filing is a routine DEF 14A, indicating standard disclosure practices rather than immediate material events.

Analyst Insight

Review the proposed director nominees and executive compensation details to inform voting decisions.

Key Numbers

  • 2024-04-26 — Filing Date (DEF 14A Filing Date)
  • 2024-06-18 — Period of Report (DEF 14A Period of Report)
  • 2023-12-31 — Fiscal Year End (Mastercard Fiscal Year End)

Key Players & Entities

  • Mastercard Inc. (company) — Registrant
  • 2024-04-26 (date) — Filing Date
  • 2024-06-18 (date) — Period of Report
  • 2000 PURCHASE STREET (address) — Business Address
  • PURCHASE (location) — Business Address City
  • NY (location) — Business Address State
  • 10577 (postal_code) — Business Address Zip
  • 9142492000 (phone_number) — Business Phone

FAQ

When did Mastercard Inc file this DEF 14A?

Mastercard Inc filed this Proxy Statement (DEF 14A) with the SEC on April 26, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by Mastercard Inc (MA).

Where can I read the original DEF 14A filing from Mastercard Inc?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by Mastercard Inc.

What are the key takeaways from Mastercard Inc's DEF 14A?

Mastercard Inc filed this DEF 14A on April 26, 2024. Key takeaways: Mastercard Inc. filed its Definitive Proxy Statement (DEF 14A) on April 26, 2024.. The filing covers the period ending June 18, 2024.. Key sections include Proxy Summary, Strategy, Corporate Governance, and Executive Compensation..

Is Mastercard Inc a risky investment based on this filing?

Based on this DEF 14A, Mastercard Inc presents a relatively low-risk profile. The filing is a routine DEF 14A, indicating standard disclosure practices rather than immediate material events.

What should investors do after reading Mastercard Inc's DEF 14A?

Review the proposed director nominees and executive compensation details to inform voting decisions. The overall sentiment from this filing is neutral.

How does Mastercard Inc compare to its industry peers?

Mastercard operates in the global payments industry, facilitating transactions between consumers, merchants, financial institutions, and governments.

Are there regulatory concerns for Mastercard Inc?

The company is subject to financial regulations in multiple jurisdictions, including those governing payment processing, data security, and anti-money laundering.

Risk Factors

  • Regulatory Compliance [medium — regulatory]: The company must comply with various regulations related to financial services and data privacy.
  • Competition [high — market]: Mastercard faces intense competition from other payment networks and emerging payment technologies.
  • Cybersecurity Risks [high — operational]: The company is exposed to risks associated with data breaches and cybersecurity threats.
  • Economic Downturns [medium — financial]: Global economic conditions can impact transaction volumes and overall revenue.

Industry Context

Mastercard operates in the global payments industry, facilitating transactions between consumers, merchants, financial institutions, and governments.

Regulatory Implications

The company is subject to financial regulations in multiple jurisdictions, including those governing payment processing, data security, and anti-money laundering.

What Investors Should Do

  1. Review the list of director nominees and their qualifications.
  2. Analyze the executive compensation packages and performance metrics.
  3. Examine the company's ESG policies and performance data.

Key Dates

  • 2024-04-26: Filing Date — Filing of Definitive Proxy Statement (DEF 14A)

Year-Over-Year Comparison

This is a DEF 14A filing, which is a standard annual disclosure for proxy solicitations and does not represent a change from previous filings in terms of its nature.

Filing Stats: 4,526 words · 18 min read · ~15 pages · Grade level 13.8 · Accepted 2024-04-26 11:41:52

Key Financial Figures

  • $25.1B — AP Net revenue Net income Diluted EPS $25.1B $11.2B $11.83 up 13% up 13% up 16%
  • $11.2B — revenue Net income Diluted EPS $25.1B $11.2B $11.83 up 13% up 13% up 16% NON-GAA
  • $11.83 — e Net income Diluted EPS $25.1B $11.2B $11.83 up 13% up 13% up 16% NON-GAAP 1 (cu
  • $11.6B — net income Adjusted diluted EPS $25.1B $11.6B $12.26 up 13% up 12% up 15% Gross d
  • $12.26 — ome Adjusted diluted EPS $25.1B $11.6B $12.26 up 13% up 12% up 15% Gross dollar v
  • $9.0 — rrency basis) Switched transactions $9.0T 143.2B up 12% up 24% up 14% 1 Non-
  • $9.0B — ed shares Dividends paid 2023 $11.2B $9.0B $2.2B $1
  • $2.2B — res Dividends paid 2023 $11.2B $9.0B $2.2B $1
  • $1 — vidends paid 2023 $11.2B $9.0B $2.2B $1

Filing Documents

Executive compensation

Executive compensation 61 Proposal 2: Advisory approval of Mastercard's executive compensation 62 Compensation discussion and analysis 86 Compensation Committee report 87 Summary compensation table 88 All other compensation in 202 3 89 Grants of plan-based awards in 202 3 90 Outstanding equity awards at 202 3 fiscal year end 93 Option exercises and stock vested in 202 3 94 Nonqualified deferred compensation in 2023 94 Potential payments upon termination or change in control 102 Equity compensation plan information 103 CEO pay ratio disclosure 104 Pay versus performance disclosure 2 2024 MASTERCARD PROXY 06 07 08 09 10 11

Forward-Looking Statements and Website References

Forward-Looking Statements and Website References Audit Stockholder proposals Stock ownership information About the Annual Meeting and voting Submission of 2025 proposals and nominations Appendi x Links to websites included in this proxy statement are provided solely for convenience purposes only. Content on the websites, including content on Mastercard's website, is not, and shall not be deemed to be, part of this proxy statement or incorporated by reference herein or into any of our other filings with the Securities and Exchange Commission. This proxy statement contains forward-looking statements pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts may be forward-looking statements. When used in this proxy statement, the words "believe," "could," "drive," "enhance," "expand," "expect," "extend," "grow," "may," "trend," "would," "will," and similar words are intended to identify forward-looking statements. Examples of forward-looking statements include, but are not limited to, statements that relate to Mastercard's future prospects, developments and business strategies, including, but not limited to, our continued efforts, progress and achievements with respect to environmental, social and governance. We caution you to not place undue reliance on these forward-looking statements, as they speak only as of the date they are made. We undertake no obligation to update or revise any forward-looking statements. 106 Audit 107 Proposal 3: Ratification of the appointment of independent registered public accounting firm for 202 4 107 Auditor's services and fees 108 Audit Committee report 111 Stock holder p roposals 112 Proposal 4: Consideration of a stockholder proposal requesting t r ansparency in lobbying 115 Proposal 5: Consideration of a stockholder proposal requesting a d irector election resignation bylaw 117 Proposal 6: Consideration of a

Security ownership of certain beneficial owners

Security ownership of certain beneficial owners 126 Delinquent Section 16(a) r eports 126

Security ownership of directors and management

Security ownership of directors and management 128 About the Annual Meeting and voting 136 Submission of 2025 proposals and nominations 137 Proposals for inclusion in the proxy statement for the 2025 annual meeting 137 Director nominations for inclusion in the proxy statement for the 2025 annual meeting (proxy access) 137 Other proposals or director nominations to be presented at the 2025 annual meeting 139 Appendix A: Non-GAAP financial information 2024 MASTERCARD PROXY 3 ANNUAL LETTERS FROM MASTERCARD LEADERSHIP 2024 Capturing our digital future Dear Fellow Stockholder: April 26, 2024 Our world is becoming more digital as technology becomes smarter and more intuitive. That's creating positive momentum for small businesses, government services, supply chains, transit and so many others. There's the potential for us all to do more and do it faster, bringing millions more people into the digital economy for the first time. We're steering and supporting this momentum in our industry. Working closely with our many partners, Mastercard created many of the payments technologies – contactless cards, tokenization, cybersecurity defenses – that make this digitization possible. People use our global network hundreds of millions of times a day to safely and easily transfer money, make payments and get paid. We are pursuing a future that accelerates these changes to deliver more value, stronger relationships and greater efficiency. Banking and retail experiences that can be more personalized. Commercial services that simplify processes for businesses of all sizes. AI-powered cybersecurity that allows us all to stay one step ahead of scammers. This is how we're powering economies and empowering people. It's how we are helping to build resilience. And we are just getting started. Our 2023 at a glance In 2023, we delivered another strong year as we remained focused on the strategic priorities that fuel our growth algorithm across payments, services

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