8-KLeadership Changes

Mastercard Inc 8-K Report, Executive Changes (Feb 10, 2012)

Filed February 10, 2012For Securities:MA

Summary

Mastercard Incorporated filed an 8-K on February 10, 2012, to report on the compensation arrangements for its senior executives for the fiscal year 2012. The Human Resources and Compensation Committee approved performance targets for the Senior Executive Annual Incentive Compensation Plan (SEAICP), which will determine cash bonus awards for the principal executive officer, principal financial officer, and other named executive officers. The bonus payouts will be based on the achievement of predetermined net income and net revenue targets, with net income weighted at two-thirds and net revenue at one-third. In addition to the performance targets, the filing also disclosed an increase in the annual base salary for the President and Chief Executive Officer, Ajay Banga, from $900,000 to $1,000,000, effective March 1, 2012. These decisions reflect the company's approach to incentivizing executive performance through clearly defined financial metrics.

Key Highlights

  • 1Mastercard established performance targets for its 2012 Senior Executive Annual Incentive Compensation Plan (SEAICP).
  • 2Bonuses for named executive officers will be determined by achieving net income and net revenue targets.
  • 3Net income achievement will account for two-thirds of the bonus calculation, while net revenue will account for one-third.
  • 4Performance below a 'threshold' level will result in no cash bonus payout.
  • 5Ajay Banga, CEO, received an increase in his annual base salary to $1,000,000, effective March 1, 2012.
  • 6The previous base salary for Ajay Banga was $900,000.

Frequently Asked Questions

This 8-K filing announces the approval of performance targets for Mastercard's Senior Executive Annual Incentive Compensation Plan (SEAICP) for the fiscal year 2012. It also discloses an increase in the CEO's base salary.

Executive bonuses will be calculated based on the company's achievement of predetermined net income and net revenue targets. Net income performance will be weighted at two-thirds, and net revenue performance will be weighted at one-third. No bonus will be paid if performance falls below the threshold.

Yes, the filing reports that the annual base salary for Ajay Banga, President and CEO, was increased to $1,000,000 from $900,000, effective March 1, 2012.

The filing specifies the percentage of base salary that could be earned at threshold, target, and maximum performance levels for key named executives, including Ajay Banga (CEO), Martina Hund-Mejean (CFO), Chris A. McWilton, and Gary J. Flood. For example, Ajay Banga's bonus potential ranges from 75% of base salary at threshold to 375% at maximum.