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Item 9A. Controls and Procedures

2025-02-12 compared with 2024-02-13 · 43 added, 26 removed, 184 unchanged (27% of the section changed)

19 unchanged sentences

President and Chief Executive Officer

Adoption November 2, 2023 X - 23,552 shares of Class A Common Stock underlying employee stock options The earlier of (i) the date when all securities under plan are exercised and sold and (ii) November 15, 2024

Raja Rajamannar ,

Chief Marketing and Communications Officer

Adoption November 28, 2023 X - (i) 48,112 shares of Class A Common Stock underlying employee stock options and (ii) 12,000 shares of Class A Common Stock The earlier of (i) the date when all securities under plan are exercised and sold and (ii) November 28, 2024

Adoption November 18, 2024 X - Up to (i) 29,952 shares of Class A common stock underlying employee stock options and (ii) 41,891 shares of Class A common stock underlying unvested restricted stock units and vested but not yet settled performance stock units 3

The earlier of (i) the date when all securities under plan are exercised and sold and (ii) November 15, 2025

Ed McLaughlin ,

President, Chief Technology Officer

Adoption November 18, 2024 X - Up to (i) 13,040 shares of Class A common stock underlying employee stock options and (ii) 5,034 shares of Class A common stock The earlier of (i) the date when all securities under plan are exercised and sold and (ii) November 18, 2025

Craig Vosburg , Chief Services Officer

Adoption November 14, 2024 X - Up to (i) 33,008 shares of Class A common stock underlying employee stock options and (ii) 3,100 shares of Class A common stock The earlier of (i) the date when all securities under plan are exercised and sold and (ii) June 30, 2025

Ling Hai , President, Asia Pacific, Europe, Middle East and Africa

Adoption November 29, 2024 X - Up to 13,456 shares of Class A common stock underlying employee stock options The earlier of (i) the date when all securities under plan are exercised and sold and (ii) February 27, 2026

1 Intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

2 Not intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

3 The Rule 10b5-1 trading arrangement provides for the sale of a percentage of shares to be received upon future vesting of certain outstanding equity awards, net of any shares withheld by us to satisfy applicable taxes.

The number of shares to be withheld, and thus the exact number of shares to be sold pursuant to Mr.

Miebach’s Rule 10b5-1 trading arrangement, can only be determined upon the occurrence of future vesting events.

For purposes of this disclosure, we have reported the maximum aggregate number of shares to be sold without subtracting any shares to be withheld upon future vesting events.

Other Information

Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012, we hereby incorporate by reference herein the disclosure contained in Exhibit 99.1 of this Report.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

109 MASTERCARD 2024 FORM 10-K

7 unchanged sentences

Information regarding our executive officers is included in section “Information about our executive officers” in Part I of this Report.

Additional information required by this Item with respect to our directors and executive officers, code of ethics, procedures for recommending nominees, audit committee, audit committee financial experts and compliance with Section 16(a) of the Exchange Act will appear in our definitive proxy statement to be filed with the SEC and delivered to stockholders in connection with our 2024 annual meeting of stockholders (the “Proxy Statement”).

The aforementioned information in the Proxy Statement is incorporated by reference into this Report.

Additional information required by this Item will appear in our definitive proxy statement to be filed with the SEC and delivered to stockholders in connection with our 2025 annual meeting of stockholders (the “Proxy Statement”), and is incorporated by reference into this Report.

Executive compensation

The information required by this Item with respect to executive officer and director compensation will appear in the Proxy Statement and is incorporated by reference into this Report.

The information required by this Item will appear in the Proxy Statement and is incorporated by reference into this Report.

Security ownership of certain beneficial owners and management and related stockholder matters

The information required by this Item with respect to security ownership of certain beneficial owners and management equity and compensation plans will appear in the Proxy Statement and is incorporated by reference into this Report.

The information required by this Item will appear in the Proxy Statement and is incorporated by reference into this Report.

Certain relationships and related transactions, and director independence

The information required by this Item with respect to transactions with related persons, the review, approval or ratification of such transactions and director independence will appear in the Proxy Statement and is incorporated by reference into this Report.

The information required by this Item will appear in the Proxy Statement and is incorporated by reference into this Report.

Principal accountant fees and services

The information required by this Item with respect to auditors’ services and fees will appear in the Proxy Statement and is incorporated by reference into this Report.

The information required by this Item will appear in the Proxy Statement and is incorporated by reference into this Report.

111 MASTERCARD 2019 FORM 10-K

1 unchanged sentence

Form 10-K summary

EXHIBITS AND FINANCIAL STATEMENTS

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Exhibits and financial statement schedules

(a) The following documents are filed as part of this Report:

10 unchanged sentences

Amended and Restated Certificate of Incorporation of Mastercard Incorporated (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed June 24, 2022 (File No.

Amended and Restated By-Laws of Mastercard Incorporated (incorporated by reference to Exhibit 3.

1 to the Company’s Current Report on Form 8-K filed December 11 , 202 3 (File No.

Amended and Restated By-Laws of Mastercard Incorporated (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed December 11, 2023 (File No.

Indenture, dated as of March 31, 2014, between the Company and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on March 31, 2014 (File No.

Officer’s Certificate of the Company, dated as of March 31, 2014 (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed on March 31, 2014 (File No.

Form of Global Note representing the Company’s 3.375% Notes due 2024 (included in Officer’s Certificate of the Company, dated as of March 31, 2014) (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed on March 31, 2014 (File No.

Officer’s Certificate of the Company, dated as of December 1, 2015 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on December 1, 2015 (File No.

26 unchanged sentences

Form of Global Note representing the Company’s 4.850% Notes due 2033 (included in Officer’s Certificate of the Company, dated as of March 9, 2023) (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on March 9, 2023 (File No.

Officer’s Certificate of the Company, dated as of Ma y 9, 202 4 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on Ma y 9, 202 4 (File No.

Form of Global Note representing the Company’s 4.875% Notes due 20 34 (included in Officer’s Certificate of the Company, dated as of Ma y 9, 202 4 ) (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on Ma y 9, 202 4 (File No.

Officer’s Certificate of the Company, dated as of September 5 , 202 4 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on September 5 , 202 4 (File No.

Form of Global Note representing the Company’s 4.

100 % Notes due 2028 (included in Officer’s Certificate of the Company, dated as of September 5 , 202 4 ) (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on September 5, 2024 (File No.

Form of Global Note representing the Company’s 4.

35 0% Notes due 20 3 2 (included in Officer’s Certificate of the Company, dated as of September 5, 2024) (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on September 5, 2024 (File No.

Form of Global Note representing the Company’s 4.

55 0% Notes due 20 35 (included in Officer’s Certificate of the Company, dated as of September 5, 2024) (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on September 5, 2024 (File No.

Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.29 of the Company’s Annual Report on Form 10-K filed on February 14, 2023 (File No.

3 unchanged sentences

Mastercard International Incorporated Restoration Program, as amended and restated January 1, 2007 unless otherwise provided (incorporated by reference to Exhibit 10.22 to the Company’s Annual Report on Form 10-K filed February 19, 2009 (File No.

Mastercard Incorporated Deferral Plan, as amended and restated effective December 1, 2008 for account balances established after December 31, 2004 (incorporated by reference to Exhibit 10.25 to the Company’s Annual Report on Form 10-K filed February 19, 2009 (File No.

Mastercard Incorporated Deferral Plan, as amended and restated effective June 1 5 , 20 17 for account balances established after December 31, 2004 .

Mastercard Incorporated 2006 Long Term Incentive Plan, amended and restated effective June 22, 2021 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed July 29, 2021 (File No.

Form of Restricted Stock Unit Agreement for awards under 2006 Long Term Incentive Plan (effective for awards granted on and subsequent to March 1, 202 3 ) (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed April 2 7 , 202 3 (File No.

Form of Stock Option Agreement for awards under 2006 Long Term Incentive Plan (effective for awards granted on and subsequent to March 1, 202 3 ) (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed April 2 7 , 202 3 (File No.

Form of Performance Stock Unit Agreement for awards under 2006 Long Term Incentive Plan (effective for awards granted on and subsequent to March 1, 202 3 ) (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed April 2 7 , 202 3 (File No.

Form of Restricted Stock Unit Agreement for awards under 2006 Long Term Incentive Plan (effective for awards granted on and subsequent to March 1, 202 4 ) (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed May 1 , 202 4 (File No.

Form of Stock Option Agreement for awards under 2006 Long Term Incentive Plan (effective for awards granted on and subsequent to March 1, 202 4 ) (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed May 1 , 202 4 (File No.

Form of Performance Stock Unit Agreement for awards under 2006 Long Term Incentive Plan (effective for awards granted on and subsequent to March 1, 202 4 ) (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed May 1 , 202 4 (File No.

Form of Mastercard Incorporated Long Term Incentive Plan Non-Competition and Non-Solicitation Agreement for named executive officers (incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K filed February 16, 2012 (File No.

Amended and Restated Mastercard International Incorporated Executive Severance Plan, amended and restated as of October 1 7 , 202 3 (incorporated by reference to Exhibit 10.

1 to the Company’s Quarterly Report on Form 10-Q filed October 26 , 202 3 (File No.

Amended and Restated Mastercard International Incorporated Change in Control Severance Plan, amended and restated as of October 1 7 , 202 3 (incorporated by reference to Exhibit 10.

2 to the Company’s Quarterly Report on Form 10-Q filed October 2 6 , 202 3 (File No.

Amended and Restated Mastercard International Incorporated Executive Severance Plan, amended and restated as of October 17, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed October 26, 2023 (File No.

Amended and Restated Mastercard International Incorporated Change in Control Severance Plan, amended and restated as of October 17, 2023 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed October 26, 2023 (File No.

Mastercard Incorporated Employee Stock Purchase Plan, effective as of June 27, 2023 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed July 27, 2023 (File No.

2006 Non-Employee Director Equity Compensation Plan, amended and restated effective as of June 22, 2021 (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed July 29, 2021 (File No.

Form of Deferred Stock Unit Agreement for awards under 2006 Non-Employee Director Equity Compensation Plan, (effective for awards granted on and subsequent to June 27, 2023) (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed July 27, 2023 (File No.

Form of Restricted Stock Agreement for awards under 2006 Non-Employee Director Equity Compensation Plan (effective for awards granted on and subsequent to June 27, 2023) (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed July 27, 2023 (File No.

Form of Deferred Stock Unit Agreement for awards under 2006 Non-Employee Director Equity Compensation Plan, (effective for awards granted on and subsequent to June 18 , 202 4 ) (incorporated by reference to Exhibit 10.

1 to the Company’s Quarterly Report on Form 10-Q filed July 31 , 202 4 (File No.

Form of Restricted Stock Agreement for awards under 2006 Non-Employee Director Equity Compensation Plan (effective for awards granted on and subsequent to June 18 , 202 4 ) (incorporated by reference to Exhibit 10.

2 to the Company’s Quarterly Report on Form 10-Q filed July 31 , 202 4 (File No.

Form of Indemnification Agreement between Mastercard Incorporated and certain of its directors (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed May 2, 2006 (File No.

19 unchanged sentences

and the Customer Banks defined therein (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed September 18, 2018 (File No.

I nsider Trading Policy ( effective January 31, 2025) .

List of Subsidiaries of Mastercard Incorporated.

6 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Mastercard Incorporated Executive Officer Incentive Compensation Recovery Policy, effective October 2 , 2023 .

Mastercard Incorporated Executive Officer Incentive Compensation Recovery Policy, effective October 2, 2023 (incorporated by reference to Exhibit 9 7.1 of the Company’s Annual Report on Form 10-K filed February 1 3 , 202 4 (File No.

Disclosure pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012.

63 unchanged sentences

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 9A. Controls and Procedures