8-KMaterial Agreements

Mastercard Inc 8-K Report, Material Agreement (Jan 23, 2006)

Filed January 23, 2006For Securities:MA

Summary

Mastercard Incorporated filed an 8-K on January 23, 2006, to disclose material information regarding its executive compensation for the fiscal year ending December 31, 2006. The Compensation Committee of the Board of Directors approved the performance targets for the Senior Executive Annual Incentive Compensation Plan (SEAICP). These targets are primarily based on the Company's achievement of a predetermined Earnings Before Interest, Taxes, and Amortization (EBITDA) target. The bonus awards for named executive officers will be determined by the level of performance achieved against the EBITDA target. The Compensation Committee retains the discretion to reduce these award amounts based on factors such as the executives' strategic execution, other financial goals, and organizational development. The filing details the specific target annual incentive percentages for key executives, including Robert W. Selander, Alan J. Heuer, Christopher D. Thom, Chris A. McWilton, and Noah J. Hanft.

Key Highlights

  • 1Mastercard's Compensation Committee has set performance targets for the 2006 Senior Executive Annual Incentive Compensation Plan (SEAICP).
  • 2The primary performance metric for executive bonuses is the achievement of a predetermined EBITDA target for the fiscal year 2006.
  • 3Bonus award amounts are directly tied to the level of performance against the established EBITDA target.
  • 4The Compensation Committee reserves the right to discretionarily reduce bonus payouts.
  • 5Factors influencing potential reductions in bonuses include strategic execution, achievement of other financial targets, and enhancement of organizational capabilities.
  • 6Specific target annual incentive percentages of salary for named executive officers have been disclosed.
  • 7Robert W. Selander has the highest target annual incentive at 150% of his salary.

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