mastercard board of directors compensation

While resignation may not be appropriate in all the foregoing instances, the Board believes that it would be desirable at that time to consider, through the Nominating and Corporate Governance Committee, the appropriateness of the Director’s continued service. These procedures will be summarized on the Company’s public website and otherwise publicly disclosed as required pursuant to the rules and regulations of the NYSE and other applicable law. Information and materials that are important to a director’s understanding of the business to be conducted at a Board or committee meeting shall be distributed to the directors prior to the meeting, in order to provide time for review beforehand. Industry Directors (as defined in the Company’s certificate of incorporation) and directors who are officers or employees of the Company or any of the Company’s subsidiaries may serve on the Board subject to the limitations set forth in the Company’s By-Laws. Generally, any meeting or contact that a director wishes to initiate with a Company employee may be arranged through the Company’s CEO or other member of senior management. You must click the activation link in the email in order to complete your subscription. The agenda for each committee meeting is distributed to all committee members prior to the meeting. 914-249-4565. Lead, Columbia University’s SIPA Tech & Policy Initiative, including serving as Co-Chair, New York Cyber Task Forces; Director and proxy committee member, American Funds (a mutual fund family of the Capital Group) (more than 20 funds) In no case shall a decrease in the number of directors remove or shorten the term of any incumbent director. When assessing the materiality of a director’s relationship with the Company, the Board shall consider the issue not merely from the standpoint of the director, but also from that of persons or organizations with which the director has an affiliation. The results of the Committee’s review of the Board and each committee are reported to the Board. The Company does not make personal loans to any director or executive officer of the Company, or to immediate family members of any director or executive officer of the Company. The chair of each committee, in consultation with other members of the committee and/or senior management of the Company, determines the business to be conducted at committee meetings. Directors who are not employees of the Company or any of its subsidiaries or affiliates are not permitted to enter into any consulting arrangement with the Company. Company’s senior executives and its outside advisors and auditors. The Human Resources and Compensation Committee periodically reviews director compensation. In order for any incumbent director to become a nominee of the Board for further service on the Board, such person must submit an irrevocable resignation, contingent on (i) that person not receiving a majority of the votes cast in an election that is not a Contested Election (as defined in the By-Laws) and (ii) acceptance of that proffered resignation by the Board. The chair of each committee, generally in consultation with the committee members and management, determines the frequency and length of committee meetings consistent with any requirements set forth in the committee’s charter. In addition, no director shall be a trustee, officer, employee or agent of, or represent or otherwise be affiliated with, the Mastercard Foundation, or have been a director, officer, employee or agent of, or represented or been affiliated with, the Mastercard Foundation during the prior three years or otherwise have any business relationship with the Mastercard Foundation that is material to such person. As set forth in its charter, the Human Resources and Compensation Committee conducts an annual review of the CEO’s performance and reports the results of the annual review to the Board. As of September 2019. investor.relations@mastercard.com 914-249-4565. Directors are expected to attend, and actively participate in, Board meetings and meetings of committees on which they serve, and to spend the time needed and meet as frequently as necessary to properly discharge their responsibilities as directors. To receive investor email alerts, please enter your email address and select at least one alert option. Candidates for nomination for election to the Board to fill new positions or vacancies are selected by the Nominating and Corporate Governance Committee, and recommended to the Board or stockholders for approval in accordance with the guidelines recommended by such Committee. The form and amount of director compensation is determined by the Board, based upon the recommendation of the Human Resources and Compensation Committee. Need help? The Audit Committee also oversees risk assessment and risk management of the Company. No director may serve on the Audit Committee or Human Resources and Compensation Committee of the Board unless such director meets all of the criteria established for audit committee or compensation committee service, as applicable, by the NYSE and/or (as applicable) the Sarbanes-Oxley Act, any other law and any other rule or regulation of any other regulatory body or self-regulatory body applicable to the Company. No Industry Director may serve as Chairperson of the Board. judgment in what they reasonably believe to be in the best interests of the Company. Notwithstanding the foregoing, no relationship required to be disclosed by the Company pursuant to Item 404 of Regulation S-K shall be treated as categorically immaterial. The Board’s policy is that each non-employee director must retire from the Board by not standing for re-election at the next annual meeting of stockholders following the earlier of his or her: (i) 15th anniversary of service on the Board or (ii) 72nd birthday, unless the Board determines that due to unique or extenuating circumstances it is in the best interests of the Company and its stockholders to extend the director’s service for an additional period of time; provided, however, that for directors who were elected to the Board at any time during 2006-2008, no more than two (2) directors shall retire pursuant to this provision at any one time, and if more than two (2) directors are impacted at any one (1) annual meeting of stockholders by this provision, the director(s) with the shortest tenure on the Board and otherwise impacted by this provision shall be deferred until a subsequent annual meeting of stockholders for retirement. If correspondence reflects a complaint or concern that involves (1) accounting, internal accounting controls and auditing matters, (2) possible violations of, or non-compliance with, applicable legal and regulatory requirements, (3) possible violations of the Company’s Supplemental Code of Ethics for the CEO and senior officers or (4) retaliatory acts against anyone who makes such a complaint or assists in the investigation of such a complaint, the correspondence will be forwarded to the chair of the Audit Committee.

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