8-KLeadership ChangesExhibits & Filings

Mastercard Inc 8-K Report, Executive Changes (Jan 18, 2007)

Filed January 18, 2007For Securities:MA

Summary

Mastercard Incorporated announced a significant change to its Board of Directors with the election of two new members, Nancy J. Karch and Tan Teong Hean, effective January 17, 2007. Ms. Karch, a Director Emeritus of McKinsey & Company, brings extensive consulting and strategic experience to the board. Mr. Tan, Chairman of Southern Capital Management and former CEO of Southern Bank Berhad, offers valuable insights from the financial services sector, particularly from an international perspective as a Class M director elected by financial institution holders of Class M common stock. Both new directors have been granted MasterCard deferred stock units under the 2006 Non-Employee Director Equity Compensation Plan. These awards, valued at a pro-rated $100,000 divided by the stock price on the grant date, are set to settle in January 2011. This strategic expansion of the board composition signals a commitment to diverse expertise and governance, which can be viewed positively by investors seeking strong leadership and oversight.

Key Highlights

  • 1Mastercard Inc. appointed two new directors to its Board: Nancy J. Karch and Tan Teong Hean.
  • 2Nancy J. Karch joins as a Class A director and is Director Emeritus of McKinsey & Company.
  • 3Tan Teong Hean joins as a Class M director, elected by financial institution holders of Class M common stock, and is Chairman of Southern Capital Management.
  • 4Both new directors received an award of 463 MasterCard deferred stock units on January 17, 2007.
  • 5These deferred stock units will be settled on January 17, 2011, under the terms of the 2006 Non-Employee Director Equity Compensation Plan.
  • 6The award value is based on a pro-rated $100,000 divided by the company's Class A common stock price on the grant date, adjusted for the portion of the service period.
  • 7A press release announcing these appointments is included as Exhibit 99.1 to the filing.

Frequently Asked Questions

Mastercard Incorporated elected Nancy J. Karch and Tan Teong Hean as new directors to its Board on January 17, 2007. Ms. Karch brings experience from McKinsey & Company, and Mr. Tan has a background in financial services and is Chairman of Southern Capital Management.

Both Ms. Karch and Mr. Tan received an award of 463 MasterCard deferred stock units on January 17, 2007, under the 2006 Non-Employee Director Equity Compensation Plan. These units are scheduled to be settled on January 17, 2011.

As a Class M director, Tan Teong Hean is one of three directors elected specifically by financial institutions that hold the company's Class M common stock. This indicates a mechanism for certain key stakeholders to have direct representation on the board.

The deferred stock units awarded to Ms. Karch and Mr. Tan will be settled on January 17, 2011, which is four years from the grant date, indicating their vesting period aligns with this settlement date.