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MasterCard : 2022 Annual Meeting of Stockholders Q&A

06/24/2022 | 05:46pm EDT

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


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.


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.


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



Will you affirm that Democracy is good for

Yes. Democracy is good for business.



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.


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.



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


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.


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).


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.



MasterCard Inc. published this content on 24 June 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 June 2022 21:45:01 UTC.

© Publicnow 2022
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Net income 2022 10 058 M - -
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