Mastercard Inc

This proposal asks stockholders to cast an advisory (non-binding) vote to approve Mastercard’s named executive officer compensation as disclosed in the proxy statement. Management is seeking shareholder endorsement of its overall pay philosophy and programs — which emphasize pay-for-performance, significant equity-based compensation (PSUs, RSUs, options), and alignment of executives’ interests with long-term stockholder value — rather than approval of any single component of pay. The Human Resources and Compensation Committee sets incentive metrics tied to adjusted net revenue, adjusted EPS and relative TSR, and uses both annual cash incentives and multi-year performance stock units to drive long-term behavior. The Board emphasizes that the vote is advisory but considers results in shaping future compensation decisions; management views strong prior support (96% approval at the 2025 say-on-pay) as validation of the program. The request for approval occurs in the context of strong 2025 financial performance, material long-term incentive design features (e.g., multi-year PSU performance periods, post-vesting holding periods, clawbacks and double-trigger CIC protections), and rigorous governance (independent HRCC, independent consultant, peer benchmarking). A FOR vote supports the Board’s view that the program appropriately balances pay competitiveness, retention and alignment with stockholder returns; a rejection would signal investor concerns and prompt the HRCC to consider changes. Because the vote is non-binding, management will not be legally required to change pay but will weigh stockholder feedback in its design and target-setting processes. The Board recommends FOR, citing the alignment of pay with performance, robust governance features, and historical strong stockholder support for the program.

The proponent (John Chevedden) requests that Mastercard permit shareholders to act by written consent with the minimum vote threshold equivalent to that required at a meeting where all shareholders entitled to vote were present and voting, arguing that written consent lowers procedural barriers and allows more timely shareholder action between annual meetings — particularly given perceived governance and performance concerns cited by the proponent (merchant litigation settlement criticism, merchant bypassing of card networks, insider selling and macro pressure on volumes). Management’s counterargument, articulated by the Board, stresses that Mastercard already provides stockholders meaningful, structured avenues for interim action (a 15% special meeting right and market-standard proxy access), and that the meeting process provides critical transparency, uniform disclosures, and protections for minority stockholders that written consent lacks. The Board further warns that written consent could enable opportunistic or exclusionary campaigns by holders of short-term or borrowed shares, create fragmented, duplicative solicitations and administrative burdens, and circumvent the considered deliberation that occurs at fully noticed meetings. Company-specific context: Mastercard amended its bylaws in 2022 to enable a 15% special meeting threshold and maintains robust proxy access; the Board points to these features and other governance practices (annual director elections, majority voting standard, independent committees) as protections already in place. The analytical balance weighs expanded shareholder tools for accountability and faster action (proponent’s case) against the risks to transparency, inclusiveness and orderly corporate governance highlighted by management.

The NLPC proposal would require Mastercard to implement cumulative voting by amending its certificate of incorporation and bylaws, allowing shareholders to allocate their votes among director nominees and thereby enabling minority holders to concentrate votes to elect preferred nominees. Proponents contend cumulative voting strengthens minority shareholder influence and can enhance accountability by enabling an investor bloc to secure representation when otherwise blocked under a straight voting regime. Management counters that Mastercard’s majority voting standard requires directors to obtain broad support, is the prevailing practice among large U.S. companies, and that cumulative voting risks disproportionate influence by small or transient holders, potentially producing directors who pursue narrow agendas. Company-specific context: Mastercard already uses annual director elections, a majority voting policy in uncontested elections, proxy access and other governance guardrails; the Board views these as more consistent with orderly, representative governance. Implementing cumulative voting could materially change election dynamics, potentially increasing the likelihood of contested or fragmented board slates and complicating consensus-driven oversight. For investors, the trade-off is between empowering minority shareholder representation and preserving board cohesion, majority-supported mandates and predictability; the Board recommends AGAINST and cites empirical prevalence of majority voting among S&P 500 companies as part of its rationale.