2018 Guide to Effective Proxies
2.17.5 Elements of pay tables | 371 6 TH EDITION | GUIDE TO EFFECTIVE PROXIES Proxy Summary | 2018 Mastercard Proxy 4 Compensation OUR BOARD RECOMMENDS YOU VOTE “FOR” OUR “SAY-ON-PAY” PROPOSAL Our Core Executive Compensation Principles Mastercard’s executive compensation program is designed to attract, motivate and retain our executives, including our named executive officers, who are critical to our long-term success. The program is designed to align with three core principles: Executive officer goals are linked to stockholder interests Pay is significantly performance based Compensation opportunities are competitive to attract and retain talented employees Program Design Our executive compensation program is designed to maximize retention and ensure that a substantial portion of our named executive officers’ compensation is directly aligned with stockholders’ interests: • A substantial portion of our executives’ compensation is performance based and at risk • The program is weighted toward long-term equity awards rather than cash compensation MASTERCARD, INC.
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