MA DEF 14A DEF-14A Report April 28, 2023 | Alphaminr
Mastercard Inc

MA DEF 14A Report ended April 28, 2023

MASTERCARD INC
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PROXIES
DEF 14A
Filed on April 26, 2024
DEF 14A
Filed on April 28, 2023
DEF 14A
Filed on April 29, 2022
DEF 14A
Filed on April 29, 2021
DEF 14A
Filed on April 29, 2020
DEF 14A
Filed on April 29, 2019
DEF 14A
Filed on April 27, 2018
DEF 14A
Filed on April 28, 2017
DEF 14A
Filed on April 29, 2016
DEF 14A
Filed on April 28, 2015
DEF 14A
Filed on April 17, 2014
DEF 14A
Filed on April 25, 2013
DEF 14A
Filed on April 24, 2012
DEF 14A
Filed on April 29, 2011
DEF 14A
Filed on July 30, 2010
TABLE OF CONTENTS
Proxy summary Strategy Corporate governance Environmental, social and governance ManagementCommittee Executive compensation Advisory approval of the frequency of future advisory votes on executive compensation12Proxy summary 19Strategy 23Corporate governance24Proposal 1: Election of directors40Board and committees51Director independence and related-person transactions53Director compensation 56Environmental, social and governance57Our ESG strategy58ESG governance 60Management Committee61Management Committee members 63Executive compensation64Proposal 2: Advisory approval of Mastercards executive compensation65Compensation discussion and analysis87Compensation Committee report88Summary Compensation Table89All other compensation in 202290Grants of plan-based awards in 2022 91Outstanding equity awards at 2022 fiscal year end93Option exercises and stock vested in 202294Potential payments upon termination or change in control103Equity compensation plan information104CEO pay ratio disclosure105Pay versus performance disclosure 108Proposal 3: Advisory approval of the frequency of future advisory votes on executive compensationApproval of Mastercard Employee Stock Purchase Plan Audit Stockholder proposals Stock ownership information About the Annual Meeting and voting Submission of 2024 proposals and nominations Appendices110Proposal 4: Approval of Mastercard Incorporated Employee Stock Purchase Plan 115Audit116Proposal 5: Ratification of the appointment of independent registered public accounting firm for 2023116Auditors services and fees117Audit Committee report 121Proposal 6: Consideration of a stockholder proposal requesting a report on ensuring respect for civil liberties124Proposal 7: Consideration of a stockholder proposal requesting a report on Mastercards stance on new Merchant Category Code127Proposal 8: Consideration of a stockholder proposal requesting lobbying disclosure 130Proposal 9: Consideration of a stockholder proposal requesting stockholders approve advance notice bylaw amendments 133Proposal 10: Consideration of a stockholder proposal requesting a report on the cost-benefit analysis of diversity and inclusion efforts 135Stock ownership information 136Security ownership of certain beneficial owners136Security ownership of directors and management 138About the Annual Meeting and voting 146Submission of 2024 proposals and nominations147Proposals for inclusion in the proxy statement for the 2024 annual meeting147Director nominations for inclusion in the proxy statement for the 2024 annual meeting (proxy access)147Other proposals or director nominations to be presented at the 2024 annual meeting 149Appendix A: Non-GAAP financial information152Appendix B: Mastercard Incorporated Employee Stock Purchase Plan