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Mastercard Inc 8-K Report, Executive Changes (Feb 10, 2025)

Reports
Leadership Changes·Exhibits & Filings
Filing Date
Filed February 10, 2025
Period End
February 6, 2025
Security
MA
In the record · 2016–202610-K1110-Q328-K128

MA filed 11 annual reports (10-K), 32 quarterly reports (10-Q) and 128 current reports (8-K) between 2016 and 2026.

  1. Material agreement8-K · Nov ’19Nov ’19
  2. Leadership change8-K · Feb ’22Feb ’22
  3. Leadership change8-K · Jun ’26Jun ’26

Summary

Summary of the 8-K filed February 10, 2025. Cited figures are marked; the original filing is the authoritative source.

Mastercard Inc. (MA) filed an 8-K on February 9, 2025, disclosing key changes to its Chief Executive Officer's (CEO) compensation.

Effective March 1, 2025, CEO Michael Miebach will receive an increased base salary and a higher target annual incentive bonus opportunity. This reflects the committee's recognition of his contributions and aligns his compensation with performance expectations going forward. Specifically, Mr. Miebach's base salary will increase from $1,250,000 to $1,400,000a.

Additionally, his target annual incentive bonus opportunity will rise from 200%b to 250% of his base salary. This adjustment signifies a commitment to retaining and incentivizing key leadership during a period of continued growth and strategic execution for Mastercard.

Key Highlights

  1. Mastercard CEO Michael Miebach's base salary is increasing by $150,000, from $1,250,000 to $1,400,000.
  2. The CEO's target annual incentive bonus opportunity is increasing from 200% to 250% of his base salary.
  3. These compensation adjustments are effective March 1, 2025.
  4. The Human Resources and Compensation Committee of the Board of Directors approved these changes.
  5. The filing indicates a focus on executive compensation and performance incentives.
  6. The new bonus opportunity is calculated based on the new, higher base salary.

Frequently Asked Questions

  1. What is the primary purpose of this 8-K filing?

    The primary purpose of this 8-K filing is to disclose material changes to the compensation of Mastercard's Chief Executive Officer, Michael Miebach.

  2. When do these compensation changes take effect?

    The adjustments to Mr. Miebach's base salary and target annual incentive bonus opportunity are effective as of March 1, 2025.

  3. What is the impact on the CEO's total potential compensation?

    The CEO's total potential compensation will increase due to both the higher base salary and the increased percentage of that salary available as an annual incentive bonus, assuming performance targets are met.

  4. Does this filing suggest any performance concerns or successes?

    While the filing doesn't explicitly state the reasons for the compensation adjustment, an increase in bonus opportunity often suggests confidence from the board in the CEO's ability to achieve future performance targets, or it may reflect past successes and a desire to further incentivize future performance.