8-KLeadership Changes

Mastercard Inc 8-K Report, Executive Changes (Feb 6, 2014)

Filed February 6, 2014For Securities:MA

Summary

Mastercard Incorporated filed an 8-K report on February 6, 2014, detailing actions taken by its Human Resources and Compensation Committee regarding executive compensation for the fiscal year 2014. The primary focus of this filing is the establishment of performance targets for the Senior Executive Annual Incentive Compensation Plan (SEAICP). These targets are designed to incentivize key executives, including the CEO, CFO, and other named officers, to drive company performance through specific net income and net revenue goals. Investors should note that the funding of the 2014 bonus pool will be directly tied to Mastercard's financial performance, with a two-thirds weighting on net income achievement and a one-third weighting on net revenue achievement. The Compensation Committee retains discretion to adjust the total bonus pool downwards. The filing also outlines the potential bonus award percentages for named executive officers at threshold, target, and maximum performance levels, indicating a significant upside potential for executive compensation tied to strong company results.

Key Highlights

  • 1Mastercard's Compensation Committee approved 2014 performance targets for its Senior Executive Annual Incentive Compensation Plan (SEAICP).
  • 2The bonus pool funding for 2014 is based on achieving predetermined net income and net revenue targets.
  • 3Net income achievement carries a two-thirds weighting, while net revenue achievement has a one-third weighting.
  • 4Performance below a 'threshold' level will result in no cash bonus payout for executives.
  • 5The filing specifies potential individual cash incentive awards for named executive officers as a percentage of base salary, ranging from threshold to maximum performance levels.
  • 6The CEO, Ajay Banga, has a higher maximum potential award (500% of base salary) compared to other named officers (312.5% of base salary) at maximum performance.
  • 7The Compensation Committee retains discretionary power to reduce the total amount awarded under the SEAICP.

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