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10-K/APeriod: FY2009

Mastercard Inc Annual Report (Amendment), Year Ended Dec 31, 2009

Filed April 22, 2010For Securities:MA

Summary

This 10-K/A filing from Mastercard Inc. for the fiscal year ended December 31, 2009, provides an amendment to its annual report. The document primarily details the company's corporate governance, executive compensation, and related party transactions. It highlights the composition and qualifications of its Board of Directors, emphasizing experience in global business, leadership, finance, and technology. The executive compensation section outlines the principles and program elements used to incentivize named executive officers, with a focus on performance-based pay and long-term incentives tied to stock performance. Key aspects for investors include the company's commitment to aligning executive interests with shareholder value through equity awards and stock ownership guidelines. The filing also details significant compensation packages for top executives, including base salary, annual incentives, and long-term equity awards, alongside comprehensive severance and change-in-control provisions. Furthermore, the report discloses material relationships with major financial institutions like Citigroup, JPMorgan Chase, and HSBC, providing transparency on the scale and nature of these transactions.

Financial Statements
Beta
Revenue$5.10B
Operating Expenses$2.84B
Operating Income$2.26B
Interest Expense$115.00M
Net Income$1.46B
EPS (Basic)$1.12
EPS (Diluted)$1.12
Shares Outstanding (Basic)1.30B
Shares Outstanding (Diluted)1.30B

Key Highlights

  • 1Mastercard's Board of Directors is comprised of individuals with extensive experience in global business, leadership, finance, and technology, aiming to provide robust oversight.
  • 2Executive compensation is performance-driven, with a significant portion tied to short-term and long-term corporate performance through annual incentives and equity awards.
  • 3The company emphasizes aligning executive and shareholder interests through stock ownership guidelines and equity-based compensation, with vesting periods for long-term incentives.
  • 4Detailed information on the compensation of named executive officers (NEOs) is provided, including base salary, bonuses, stock awards, and option awards, outlining their total compensation for the fiscal year.
  • 5The filing discloses material relationships and significant transactions with major financial institutions, including Citigroup, JPMorgan Chase, and HSBC, which are also major customers and shareholders.
  • 6Comprehensive severance and change-in-control agreements are in place for key executives, outlining potential payments under various termination scenarios.
  • 7The company maintains strong corporate governance practices, including a Code of Conduct and a Supplemental Code of Ethics, with an independent Audit Committee and a focus on ethical business practices.

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