MasterCard : 2022 Annual Meeting of Stockholders Q&A

Mastercard 2022 Annual Meeting of Stockholders

June 21, 2022

Stockholder Questions and Mastercard Responses

During Mastercard's 2022 Annual Meeting of Stockholders, we were able to answer many, but not all, of the questions submitted by stockholders. Below are answers to the questions that we were unable to answer during the Q&A portion of the meeting. Certain questions have been edited to combine similar topics and maintain the confidentiality of personal stockholder information. We did not respond to questions that were inappropriate or that should otherwise be excluded in accordance with the Rules of Conduct.

	Stockholder Question		Mastercard Response
1.	It would be nice to have the option to vote for all		Securities law requires that companies put each director nominee up for vote
	the directors as a group as well as individually.		separately. Companies are not permitted to provide a "FOR ALL" option.
2.	Please consider making numbers easier to read		As you may appreciate, there is a limited amount of space on a 2-by-3-inch
	on cards. I have to use a magnifying glass to read		plastic card. To ensure a consistent experience and expectations of security and
	and the contrast is so bad I have to tip it in the		protection, we require certain features on each Mastercard card. Once those
	light. Bridging the gap between in person		are addressed, each issuer has flexibility in additional design elements on both
	purchases and typing in numbers for online		the front and back of the card. We will share your feedback with our franchise
	purchases, without requiring users to save the		and card standard teams to support their work with issuers in developing
	number would be an important innovation. Thank		solutions that provide equal access and enhance the cardholder experience.
	you.		As it relates to online purchases, Mastercard provides digital checkout options
			like Click to Pay, which provides consumers with a safe and secure online
			checkout experience without having to manually enter their card number each
			time. Additional details on Click to Pay can be found at
			Mastercard.com/clicktopay.
		1

3.	Will you affirm that Democracy is good for	Yes. Democracy is good for business.
	business?
4.	How will company management resist the	Our default position at Mastercard is not to become engaged in political
	diversity, equity and inclusion (DEI) initiatives	matters, and to keep our focus on advancing the business on behalf of our
	that have metastasized and are now dividing the	employees, customers and shareholders. But business, policy and social matters
	country? Will you learn from Disney and other	are becoming increasingly hard to separate with a bright line. The significant
	companies who have waded into political and	movement toward ESG investing is just one example.
	social issues that are not directly tied to their
	business, alienating employees, customers and	We seek to ground any statements we make in our values and business
	investors? How will you keep your focus on high-	relevance. We welcome the full range of political views at our company - from
	quality products and services, and profits?	the most conservative to the most progressive - when they are grounded in
		goodwill and tolerance. In contrast, views expressing hate or discrimination are
		not welcome.
		We may make statements on political and social matters when we determine
		them to be important to uphold the human dignity and equality of our fellow
		employees, consistent with our deep commitment to a culture of decency,
		diversity, equity and inclusion.
5.	Mastercard is a partner of the Human Rights	Consistent with the principles and approach described in the response above,
	Campaign (HRC), which has lobbied ruthlessly	we at Mastercard are proud of our partnership with Human Rights Campaign
	against Florida's Parental Rights in Education	and its mission to "to end discrimination against LGBTQ+ people and realize a
	legislation. Since Mastercard shareholders are	world that achieves fundamental fairness and equality for all;" and the
	funding HRC's lobbying efforts, do you believe	recognition Mastercard has received on the Human Rights Campaign
	it's acceptable for teachers to discuss sex and	Foundation's Corporate Equality Index as being a 2022 "Best Place to Work for
	sexuality with young children? If not, will you end	LGBTQ+ Equality."
	Mastercard's partnership with HRC?
		Like other organizations, support for our partners does not extend to taking a
		position on all matters on which they advocate. On important matters -
		including, for example, our commitment to equity for the LGBTQ+ community --
		Mastercard speaks with its own voice.
		2

6.	Why is the company focusing management on	We don't believe that this is an either/or proposition, as the idea of 'doing well
	ESG versus creating shareholder growth and	by doing good' is at the core of Mastercard's business strategy. We thrive when
	value?	economies thrive, which is why we work to connect and power an inclusive and
		sustainable digital economy through our products and services that drives the
		secular shift from cash to electronic payments and provides opportunities to
		grow our core at the same time. Our ESG activities play out in three areas -
		People, Planet and Prosperity - all grounded in strong principles of governance.
		We are applying our technology, insights, partnerships, and our people to
		address pressing social, economic and environmental challenges, in line with
		those pillars, on a commercially sustainable basis.
7.	Why on earth are board members paid so much?	Mastercard sets compensation for non-employee directors competitively and in
		light of the time commitment and prior experience levels expected of directors.
		Each year, the Board's Human Resources and Compensation Committee
		(HRCC) recommends the form and amount of director compensation, which is
		then determined by the Board. As part of this process, the HRCC 's independent
		consultant reviews Mastercard's director compensation levels relative to market
		data (the same peer companies used for benchmarking and for setting
		executive compensations).

3

8. Are director retirements expected in the next year? Where have the successful director nominations come from in the last 5 years? Have any of the board committees named a new chairman in the last year? What contributions did each current Director make?

The Nominating and Corporate Governance Committee considers whether Board refreshment is needed in the near future. This continuing effort includes reviewing and selecting candidates for nomination and takes into account our evolving strategic needs and identifying individuals with the right talent and skills, coupled with our age and tenure limits.

During the past five years, we have added to the Board six non-employee directors, each of whom who have been successful and have made significant contributions to our Board: Choon Phong Goh (2018), Richard Davis (2018), Youngme Moon (2019), Lance Uggla (2019), Candido Bracher (2021) and Harit Talwar (2022).

In April 2022, Julius Genachowski became Chair of the Audit Committee.

Also in April 2022, the Board determined to reconstitute the Risk Subcommittee as a formal Board Committee effective June 1, with Youngme Moon as its Chair.

In our proxy statement, we describe the experience, skills, and strong qualifications that make each of our directors highly valuable assets to the Board.

4