Summary
This 8-K filing from September 15, 2006, announces significant changes in Mastercard's Board of Directors. Richard Haythornthwaite has been appointed Chairman of the Board, and Steven J. Freiberg has been elected as a Class M director. These appointments are notable for their potential impact on the company's governance and strategic direction. The filing also details the compensation awarded to these new directors in the form of deferred stock units, outlining the methodology for their calculation based on the company's equity compensation plan and stock performance.
Key Highlights
- 1Richard Haythornthwaite appointed Chairman of the Board of Directors.
- 2Steven J. Freiberg elected as a Class M director.
- 3Mr. Freiberg's role as Chairman and CEO of Citigroup's Global Consumer Group NA is highlighted, noting existing business relationships between Citigroup and Mastercard.
- 4Detailed information provided on the award of deferred stock units to Mr. Haythornthwaite and Mr. Freiberg as part of their compensation.
- 5Compensation awards for directors are tied to the company's Class A common stock price and its equity compensation plan.
- 6The filing clarifies the pro-rated nature of the stock unit awards due to appointments occurring outside of the annual shareholder meeting.
- 7Exhibit 99.1, a press release announcing these elections, is attached.