Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On January 12, 2022, the Board of Directors of Mastercard Incorporated (the "Company") elected Harit Talwar to the Board of Directors, effective April 1, 2022. Mr. Talwar most recently served as Chairman of the Consumer Business (Marcus) of Goldman Sachs from January 2021 through October 2021, and previously was Global Head of the Consumer Business (Marcus) of Goldman Sachs from May 2015 through January 2021.

A copy of the press release announcing Mr. Talwar's election is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Mr. Talwar will receive benefits consistent with those received by non-employee directors, including director compensation, as described in our most recent Quarterly Report on Form 10-Q and proxy statement. As such, Mr. Talwar will receive a prorated award of Mastercard deferred stock units under the Company's 2006 Non-Employee Director Equity Compensation Plan to reflect his service prior to the Annual Meeting, after which, if elected by stockholders, Mr. Talwar will receive a full term's award.

Item 9.01 Financial Statements and Exhibits



(d) Exhibits.

  Exhibit Number    Exhibit Description
                      Press Release issued by Mastercard Incorporated, dated January 12,
       99.1         2022
                    Cover Page Interactive Data File - the cover page interactive data file
        104         does not appear in the Interactive Data File because its XBRL tags are
                    embedded within the Inline XBRL document.


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