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Mastercard Inc 8-K Report, Executive Changes (Apr 15, 2010)

Filed April 15, 2010For Securities:MA

Summary

This 8-K filing by Mastercard Inc. announces a significant leadership transition. Effective July 1, 2010, Ajay Banga, currently President and Chief Operating Officer, will assume the role of President and Chief Executive Officer, succeeding Robert W. Selander. Mr. Banga's appointment to CEO marks a new chapter for the company, with Mr. Selander transitioning to Executive Vice Chairman until his retirement at the end of 2010. The filing also details changes to Mr. Banga's compensation and benefits associated with his new role. These include an increase in his base salary, a target incentive payout, and an enhanced perquisite allowance, alongside a one-time grant of restricted stock units vesting in four years. Additionally, the company amended its bylaws to reflect a previously approved increase in the maximum size of its Board of Directors.

Key Highlights

  • 1Ajay Banga appointed President and Chief Executive Officer, effective July 1, 2010.
  • 2Robert W. Selander to transition to Executive Vice Chairman until retirement on December 31, 2010.
  • 3Ajay Banga elected to the Board of Directors, effective April 12, 2010.
  • 4Mr. Banga's base salary increased to $900,000.
  • 5Target incentive payout for Mr. Banga revised to $1,350,000 (150% of base salary).
  • 6Mr. Banga to receive a one-time award of 12,000 restricted stock units vesting on July 1, 2014.
  • 7Mastercard amended its bylaws to increase the potential maximum size of the Board of Directors to fifteen members.

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