What changed in this filing

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Item 3. Legal Proceedings

2021-02-12 compared with 2020-02-14 · 50 added, 49 removed, 115 unchanged (46% of the section changed)

8 unchanged sentences

Current Position

Previous Mastercard Experience

Previous Business Experience

Age Previous Mastercard Experience Previous Business Experience

Executive Chairman

since January 2021

61 Chief Executive Officer (2020)

since July 2010

President and Chief Executive Officer (2010-2020)

President and COO (2009-2010)

Executive positions at Citigroup (1996-2009), including CEO, Asia Pacific region;

Chairman and CEO, International Global Consumer Group;

Executive Vice President, Global Consumer Group;

President, Retail Banking, North America;

and business head for CitiFinancial and the U.S.

Consumer Assets Division

Previous experience at Nestlé India and PepsiCo totaling 15 years, in roles of increasing responsibility

Several executive positions at Citigroup, including CEO, Asia Pacific region and Chairman and CEO, International Global Consumer Group

Previous senior leadership experience at Nestlé India and PepsiCo in roles of increasing responsibility

President, Cyber and

4 unchanged sentences

President, South Asia and Southeast Asia (2008-2011)

President, Southeast Asia (2002-2007)

Various senior leadership positions, including President, Southeast Asia;

Country Manager, Singapore and Head of Marketing, Southeast Asia;

4 unchanged sentences

64 President, International (2011-2018)

Managing director, Alvarez & Marsal (led the European team managing the estate of Lehman Brothers Holdings International through the Chapter 11 process in Europe) (2002-2008)

Managing director, Alvarez & Marsal

CEO, ABN AMRO

Senior corporate and investment banking roles at Citigroup

Research scientist and engineer for British Gas

Gilberto Caldart

9 unchanged sentences

Senior Vice President, Human Resources, Global Products and Solutions (2012-2014)

Various executive-level human resources positions at HSBC Group, Hong Kong, a banking and financial services firm (2000-2012)

Prior senior human resources positions in banking and financial services in Australia and the Middle East

32 MASTERCARD 2019 FORM 10-K

EXECUTIVE OFFICERS

Current Position

Previous Mastercard Experience

Previous Business Experience

Various executive-level human resources positions at HSBC Group, Hong Kong (2000-2012)

Various senior human resources positions in banking and financial services in Australia and the Middle East

Michael Froman

1 unchanged sentence

since April 2018

Froman joined the Company in April 2018 in his current role

Froman joined the Company in 2018 in his current role

Trade Representative in the Executive Office of President Obama (2013-2017)

Assistant to the President and Deputy National Security Advisor for International Economic Policy (2009-2013)

Various executive positions at Citigroup (1999-2009), including CEO, CitiInsurance and COO of Citigroup’s alternative investments business

Various senior leadership positions at Citigroup, including CEO, CitiInsurance and COO of Citigroup’s alternative investments business

34 MASTERCARD 2020 FORM 10-K

EXECUTIVE OFFICERS

Current Position Age Previous Mastercard Experience Previous Business Experience

Linda Kirkpatrick

President, North America

since January 2021

44 President, U.S.

Issuers (2020)

Executive Vice President, Merchants and Acceptance (2016-2020)

Senior Vice President, Core Merchants (2013-2016)

Senior Vice President, Franchise Development (2011-2013)

Vice President, U.S.

Region (2008-2011)

Vice President, Investor Relations

Edward McLaughlin

3 unchanged sentences

Chief Emerging Payments Officer (2010-2015)

Chief Franchise Development Officer (2009-2010)

Senior Vice President, Bill Payment and Healthcare (2005-2009)

Group Vice President, Product and Strategy, Metavante Corporation (financial services technology company) (2002-2005)

Various senior leadership roles, including Chief Franchise Development Officer and Senior Vice President, Bill Payment and Healthcare

Group Vice President, Product and Strategy, Metavante Corporation

Co-Founder and CEO, Paytrust, Inc.

(online payments company acquired by Metavante Corporation in 2002) (1998-2002)

Chief Financial Officer

4 unchanged sentences

Corporate Treasurer (2010-2013)

Vice President and Treasurer, Hess Corporation (2008-2010)

Vice President and Deputy Treasurer, Hess Corporation (2007-2008)

Various treasury and finance positions of increasing responsibility, General Motors Corporation and GMAC (1996-2007)

Various senior positions at Hess Corporation, including Vice President and Treasurer

Various senior treasury and finance positions, General Motors Corporation and GMAC

Michael Miebach

President and Chief Executive Officer since January 2021

53 President (2020)

Chief Product Officer (2016-2020)

since January 2016

President, Middle East and Africa (2010-2015)

Managing Director, Middle East and North Africa, Barclays Bank PLC (2008-2010)

Managing Director, Sub-Saharan Africa, Barclays Bank PLC (2007-2008)

Managing Director, Middle East and North Africa and Managing Director, Sub-Saharan Africa, Barclays Bank PLC

Various executive positions at Citigroup in Germany, Austria, U.K.

and Turkey (1994-2007)

General Counsel

1 unchanged sentence

53 Chief Product Officer (2009-2014)

President, U.S.

Region (2007-2009)

Various senior leadership roles, including President, U.S.

Executive Vice President, Customer Business Planning and Analysis;

Senior Vice President and Associate General Counsel (2002-2006)

and Senior Vice President and Associate General Counsel

Associate, Cleary, Gottlieb, Steen and Hamilton, New York and London

8 unchanged sentences

EXECUTIVE OFFICERS

Current Position

Previous Mastercard Experience

Previous Business Experience

Current Position Age Previous Mastercard Experience Previous Business Experience

President, Data and Services

4 unchanged sentences

Wealth Advisory business, BlackRock (2014-2016)

Managing Director, Global Marketing Officer of iShares, BlackRock, Inc.

Various leadership positions at Citigroup, U.S.

Trust Company and McKinsey & Company, Inc.

Kevin Stanton

3 unchanged sentences

President, Mastercard Advisors (2010-2017)

President, Canada (2004-2010)

Various senior leadership roles, including President, Canada;

Senior Vice President, Strategy and Market Development;

Vice President, Senior Counsel and North America Region Counsel (1995-2002)

and Vice President, Senior Counsel and North America Region Counsel

Vice President, Counsel, Shawmut National Corporation

Craig Vosburg

President, North America

Chief Product Officer

since January 2021

53 President, North America (2016-2020)

Chief Product Officer (2014-2015)

1 unchanged sentence

Market Development (2010-2014)

Head of Mastercard Advisors, U.S.

and Canada (2008-2010)

Head of Mastercard Advisors, Southeast Asia, Greater China and South Asia/Middle East/Africa (2006-2008)

Various senior leadership roles, including Head of Mastercard Advisors, U.S.

and Canada and Head of Mastercard Advisors, Southeast Asia, Greater China and South Asia/Middle East/Africa

Senior member-financial services practice, Bain & Company and A.T.

Kearney (1997-2002)

Vice president, CoreStates Financial Corporation

16 unchanged sentences

Stock Performance Graph

The graph and table below compare the cumulative total stockholder return of Mastercard’s Class A common stock, the S&P 500 Financials and the S&P 500 Index for the five-year period ended December 31, 2019 .

The graph and table below compare the cumulative total stockholder return of Mastercard’s Class A common stock, the S&P 500 and the S&P 500 Financials for the five-year period ended December 31, 2020.

The graph assumes a $100 investment in our Class A common stock and both of the indices and the reinvestment of dividends.

2 unchanged sentences

Total returns to stockholders for each of the years presented were as follows:

Indexed Returns

Base period Indexed Returns

For the Years Ended December 31,

Company/Index 2015 2016 2017 2018 2019 2020

Mastercard $ 100.00 $ 106.91 $ 157.88 $ 197.86 $ 314.91 $ 378.44

S&P 500 100.00 111.96 136.40 130.42 171.49 203.04

S&P 500 Financials 100.00 122.80 150.04 130.49 172.41 169.49

S&P 500 Index

38 MASTERCARD 2020 FORM 10-K

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 3. Legal Proceedings