Summary
This 8-K filing from Mastercard Inc., dated June 13, 2006, primarily announces updates to the compensation structure for its non-employee directors and the election of a new director to its Board. The company is adjusting both cash retainers and introducing equity compensation in the form of deferred stock units, subject to stockholder approval. These changes aim to align director compensation with their responsibilities, including committee chair and member roles. Additionally, the filing reports the election of Bernard S.Y. Fung as a Class A director, who will also serve on the Human Resources and Compensation Committee. The company also disclosed special director compensation for Richard Haythornthwaite and Mark Schwartz for their roles in selecting independent directors. These actions signal adjustments in corporate governance and board compensation practices for Mastercard.
Key Highlights
- 1Mastercard's Board of Directors approved changes to non-employee director compensation, effective immediately as of June 7, 2006.
- 2Annual cash retainers for non-employee directors will be $70,000, with the Chairman of the Board receiving $105,000.
- 3Additional retainers are established for committee chairpersons and members, varying by committee (Audit, Human Resources and Compensation, Nominating and Corporate Governance).
- 4A new 2006 Non-Employee Director Equity Compensation Plan is pending stockholder approval, which would grant non-employee directors an annual stock grant of $100,000 in deferred stock units, and the Chairman $150,000.
- 5Bernard S.Y. Fung was elected as a Class A director and will serve on the Human Resources and Compensation Committee.
- 6Richard Haythornthwaite and Mark Schwartz will receive special director compensation of $100,000 each for their services in selecting independent directors.
- 7The company will reimburse customary expenses for attending board and committee meetings.