Mastercard Inc (MA) June 16, 2026 Annual General Meeting Transcript

Welcome to MasterCard Incorporated's Annual Meeting of Stockholders. This meeting is being held in a virtual-only format. If you encounter any technical difficulties accessing the virtual meeting portal, please call 844-986-0822 in the U.S. or 303-562-9302 internationally or otherwise reference the support number at the bottom of the virtual stockholder meeting login page for technical While we do not anticipate any technical issues during this meeting, in the event such issues do occur, we request that you wait 10 minutes for those issues to be resolved. In the unlikely event that these issues are not able to be resolved, the board chair may adjourn or expedite the annual meeting or take such action that the board chairperson or secretary of the meeting determines appropriate in light of the circumstances. Further instructions will be posted on the company's investor relations page within 24 hours if, for some reason, this meeting does not conclude or continue today. There will be a question and answer session during this meeting. Stockholders had the opportunity to submit questions prior to the start of the meeting, and stockholders who entered the meeting using their control number also may submit questions during the meeting by typing questions into the text box on your screen and clicking the button to submit. Please include your name and organization with your question. There will also be a business presentation, and both this presentation and the Q&A session may include forward-looking statements about MasterCard's future performance. Actual performance could differ materially from what is suggested by the comments today, and information about the factors that could affect future performance is summarized in MasterCard's recent filings with the SEC. It is now my pleasure to turn to Merit Jano, Board Chairperson of MasterCard, who will begin the meeting. Ms. Jano, please go ahead.

Well, good morning, everyone, and welcome to MasterCard's 2026 Annual Meeting of Stockholders, which I now call to order. I'm Merit Jaino, Board Chair of MasterCard. Thank you for joining us online for this year's virtual annual meeting. On behalf of the Board, I would like to express our gratitude to the MasterCard employees who may be listening. Your work, your focus on the customer, your creativity, and your innovation are fundamental to our success today and over the past 60 years. For this and all that you do to deliver on our business strategy, we thank you. We have formal business to attend to at this morning's meeting. The agenda and the rules of conduct for this meeting are available on the portal and were also posted to our investor relations website prior to the start of the meeting. As a reminder, if you are attending using your 16-digit control number, you may vote or submit questions during the meeting today. The voting polls are now open for voting on all matters to be presented and will remain open through the proponent's statements until we close them later in the meeting. If you have already submitted your vote, you do not need to do anything further. If you have not voted yet or want to change your vote during the meeting, you can do so by clicking the vote button on your screen. All of the director nominees, including Michael Mebeck, our CEO, are in attendance today. In addition, our general counsel, Tiffany Hall, is in attendance and will act as secretary for this meeting. We also have several members of senior management in attendance, including our CFO, Sachin Mera, our Chief People Officer, Susan Mugai, our Chief Risk Officer, Karen Griffin, and our Chief Administrative Officer, Richard Verma. Michael Godofsky from PricewaterhouseCoopers LLP, our independent registered public accounting firm, is also present. Although PricewaterhouseCoopers LLP has indicated that it does not wish to make a statement, a representative is available to respond to appropriate questions you might have related to their engagement. We have designated Ryan Loveless of Sudali & Company as Inspector of Elections for this meeting, and he has taken and subscribed the customary oath of office to execute his duties with strict impartiality. Before we continue, I want to take a moment to acknowledge Rima Qureshi, who is not standing for re-election. Rima has played an important role in the company's evolution after joining the board in 2011. She has served as a member of the Human Resources and Compensation Audit and Risk Committees and has brought significant insight and expertise to guide the growth of the company. We wish her well and thank her for her service on our board. I have a copy of the notice of the meeting, together with an affidavit of mailing, and the proxy materials made available to our stockholders of record. There are five proposals to be voted on today, each of which is described in our proxy statement, including the vote required to approve each proposal. The three matters presented by management are as follows. First, the election of 11 nominees for director. Second, the advisory approval of our executive compensation. And third, the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2026. In addition, we have two stockholders presenting proposals this morning for consideration. The Board is grateful for the opportunity to engage with stockholders regularly on governance matters. MasterCard is not responsible for the accuracy or content of any other proposals or supporting statements presented, which may contain statements that are incorrect or misleading. First, a stockholder is presenting Proposal 4, a proposal requesting shareholder right to act by written consent. We welcome John Chiveden to present a statement with respect to this proposal. Operator, please open Mr. Chiveden's line. Mr. Chiveden, we appreciate your interest in the company and you may proceed. You will have three minutes to present your proposal.

This is John Chavette, Proposal 4, Sheryl's Right Act by Written Consent. Sheryl's request of the Board of Directors to take the necessary steps to prevent written consent by the Sherylers and title to cast the minimum number of votes that would be necessary to authorize an action at a meeting in which all Sherylers intended to vote thereon where President voting, without any unnecessary restriction based on length of stock ownership or the method by which Sherylers hold their shares. This includes shareholder ability to initiate any appropriate topic for written consent. This includes that the associated request for a record date shall have the lowest allowable figure. This includes that written consent not include a solicitation clause mandating a certain percent of shares to be solicited unless legally required. MasterCard shareholders need a right to act by written consent because they only have a placebo right to call for a special shareholder meeting. The so-called MasterCard right to call for a special shareholder meeting is more like an insurance policy that a special shareholder meeting will never take place. The MasterCard right to call for a special shareholder meeting has two factors, each of which acting alone makes it almost impossible for a special shareholder meeting to take place. For the backing of 15% of shares instead of 10%. Second, the disqualification of substantial block of MasterCard shares from being any part of the 15% requirement. Shares at more than 100 companies have voted on the special shareholder meeting topic, and not one of these 100 companies have ever cited one special shareholder meeting ever taking place at a company that had just one of the two above factors. MasterCard also has a placebo right for shareholder proxy access. MasterCard is also like the hundreds of companies that have had this right for more than a decade. It has never been used anywhere. Please vote for a shareholder-right deck by written consent to make up for the MasterCard Placebo Right, call for a special shareholder meeting, and also its burdensome shareholder proxy access. Please vote for a shareholder-right deck by written consent. Proposal 4.

Thank you. Second, a shareholder is presenting Proposal 5, a proposal to adopt cumulative voting for the election of directors. The proponent, National Legal and Policy Center, has prerecorded a statement with respect to this proposal. We appreciate National Legal and Policy Center's interest in the company. Operator, please play Mr. Chesor's statement on behalf of the National Legal and Policy Center.

I'm Paul Chesor of National Legal and Policy Center presenting Proposal 5, which asks the board to adopt cumulative voting in director elections. This is a reform MasterCard needs to implement stronger accountability for directors to shareholders. The company's recent record reflects a board that converges easily and challenges itself rarely. For example, MasterCard has committed corporate resources to politically charged initiatives. It has also channeled philanthropic dollars to organizations well outside the political mainstream. It joined a credit card network effort to flag firearm purchases, then retreated under bipartisan criticism, leaving the company caught between conflicting state laws. Most consequential for consideration of this reform step is China. MasterCard built a domestic clearing joint venture with an entity tied to the People's Bank of China. The company's board chair has served for more than 15 years on the International Advisory Council of China's Sovereign Wealth Fund. A board chair with that profile is unlikely to challenge the company's growing reliance on Chinese state infrastructure. The public record contains no evidence that anyone on this board made such a challenge. The board's composition explains this pattern. A clear majority of the directors come from a narrow range of professional and ideological backgrounds. When everyone in the room shares the same assumptions, important questions go unasked. Strong quarterly numbers do not change that. The company's largest ever acquisition is now being unwound at a significant loss. Cumulative voting can help address these conditions. It allows shareholders to concentrate their votes behind a single nominee. It gives a minority constituency a realistic path to one board seat. It does not change majority control. The Securities and Exchange Commission recognizes that it strengthens minority shareholders' ability to elect a director. Institutional Shareholder Services recommends voting in favor of proposals that provide it. MasterCard's board warns that cumulative voting could put a small group of shareholders into position to elect a director who reflects their priorities. With respect, this board is already aligned with particular priorities. Proposal 5 does not impose any outcome. It does not elect any director. It simply preserves the possibility that a dissenting voice can be heard before the next costly decision. That is a modest reform, and it is overdue. I urge shareholders to vote for Proposal 5. Thank you.

As a reminder, proposals or supporting statements may contain statements that are inaccurate or misleading. Our board has vigorous and highly informed discussions. MasterCard and its board do not take political stance. We operate business designed to serve all geographies, powering economies, and empowering people. For the reasons set forth in our proxy statement, the Board has considered stockholder proposals 4 and 5 and recommends stockholders vote against proposals 4 and 5. Because we receive no timely notice of any other nominations or business to be considered at this meeting, These five agenda items are the only matters to be voted on at today's meeting. This concludes the introduction of the proposals to be presented at the meeting. At this time, the polls are now closed for voting. All votes are now in the custody of the Inspector of Elections. Tiffany, could you please read out the preliminary vote results?

Thank you, Merritt. Based on the Inspector of Elections Preliminary Vote Report, we have a quorum for all matters to be voted upon at this meeting, and each of the 11 director nominees have been elected. Our executive compensation has been approved on an advisory basis. The ratification of the appointment of PricewaterhouseCoopers, LLP, as our independent registered public accounting firm for 2026, has been approved. The stockholder proposal regarding shareholder right to act by written consent has not been approved. The stockholder proposal to adopt cumulative voting for the election of directors has not been approved. The inspector of elections preliminary vote report that I have used will be certified following the meeting. And we expect to publicly report the final voting results on a current report on Form 8-K with the SEC. The inspector's final report will also be filed with the meeting minutes.

Thank you, Tiffany, for reporting the results of the stockholder votes. On behalf of the Board, I would like to thank all of the stockholders for their participation in the items presented for consideration this morning. We appreciate the great interest and passion that our stockholders bring to our business. Each of the proposals submitted were closely considered and discussed before our proxy filing earlier this spring. We have communicated the reasons for our recommendations in our proxy statement. And this now concludes the formal business portion of the meeting. I'm now going to turn to a presentation from Michael.

Thank you, Merit. Three weeks ago, I rang the New York Stock Exchange opening bells to celebrate the 20th anniversary of MasterCard's IPO and to celebrate all our achievements and innovations that have shaped payments over the last two decades. From MacStripe to chip and pin to contactless to tokenization, from physical cards to digital tokens to biometrics, from in-store to online to agentic commerce. All that's real value to people and businesses and you, our investors. Since our IPO, we have delivered more than 11,000% growth. Through every change, MasterCard remains at the heart of the payments ecosystem. Thanks to the power of our innovative technology, the ubiquity of our acceptance, the enormous trust in our brand, all core to our competitive advantage. Buy now, pay later, digital wallets, Apple Pay, and other developments once perceived as disruptions all demonstrate how new innovation plugs into our network, adding strength and scale. People will always need trusted and easy-to-use ways to pay and exchange value. That's our focus, and that's our edge. We unite the best technology with the reach, interoperability, and scale necessary to succeed in a digital-first, multi-money world. Our business model is diversified, delivering resilience and enduring relevance. We have the best talent for this AI age, emphasizing efficiency and effectiveness. This strong foundation and clear value proposition are why people and partners around the world choose MasterCard. We saw proof of this yet again in 2025. Across four strong quarters of growth, our gross dollar volume grew by 9%, with cross-border volume growth up 15% year over year, both on a local currency basis. We won hundreds of new issuing deals and expanded long-term relationships globally. We facilitated more than 175 billion transactions, powering our virtuous cycle across our three strategic priorities, core payments, commercial new payment flows, and value-added services and solutions. Our services drive value for our customers and help us win payment deals. The data insights from payments and services, including our cybersecurity expertise, differentiate us from our competitors. And because AI models are only as good as their inputs, the unparalleled quality and depth of our data insights drive even greater demand for our services. our strategy is unchanged our teams are focused on execution we are charging towards our goals building on our momentum with the multiple engines of growth that we have to power our strategy and ensure our sustainability we continue to capitalize on the shift to digital there's a long and strong runway ahead of us in consumer payments where mastercard's volumes are outpacing growth in personal consumption we're also capturing the enormous commercial opportunity helping businesses of all sizes operate in a digital world. In 2025, commercial credit and debit represented 13% of gross dollar volumes and 11% year-over-year local currency growth. Thanks to our differentiated value proposition, extensive partnerships, and global MasterCard Move Network spending 17 billion endpoints, we are poised to move even faster to seize the growth ahead. And MasterCard services add real value to the digital ecosystem both on and beyond transactions, improving experiences for cardholders and issuers, opening new customer buying centers for us, and creating new addressable markets. Recently announced changes to our leadership team will further enhance our ability to deliver for our customers, execute our strategy, grow as a company, and highlight the strength of Mastercard's leadership bench. In bringing our country operations under a single leadership structure will better coordinate across markets as the truly global company we are. At the same time, our deep roots in the communities we serve reflect our long-term commitment and investment locally. We prioritize local needs and drive local strength supported by global standards and reach that facilitate connections across ecosystems. Now, this is particularly important for the next evolution of payments, including artificial intelligence and digital assets. Our network provides the interoperability, acceptance, and protections that enable use and speed of adoption. Together with partners, we are setting AI standards grounded in our long-standing data privacy and responsibility principles. We wrap agentic transactions in trust and transparency and bring them the reach they need to be useful. This is why cards continue to be the credential of choice in the agentic world. Similarly, our co-brands provide merchant acceptance and interoperability for digital assets. With our intention to acquire BVNK, a leading platform for stablecoin infrastructure in 130 plus countries, we will be the on and off ramp connecting cryptocurrencies and fiat, making us more interoperable, extending end-to-end across the value chain and opening new use cases. In a world with so many options, choice matters. Today, it's choice in payments. In the future, it will be money, data, identity, trust, experiences, and more. But no matter how you choose to pay or exchange value, it needs to be trusted, accepted, and usable everywhere. And that's why MasterCard excels. We protect data, enhance cybersecurity, fight fraud, and deliver on our promise that consumers won't be held responsible for unauthorized transactions. We extend that security to the new age of payments and provide the services that support success. We put our customers and their needs first. We strengthen the system for everyone. MasterCard is a force for good in the world. Last year, we exceeded our goal to connect 1 billion people and 65 million small businesses to the digital economy, driving growth and opportunity. With our next commitment, we aim to connect and protect 500 million people and small businesses on their journey to financial health. by 2030. This year, we've been named among Forbes' most trusted companies, Times' most influential companies. And last week, the Wall Street Journal ranked MasterCard seventh on its inaugural list of best companies for the future. Trusted, influential, future-ready, not a bad summation of MasterCard. Thank you to Merit and our board and all 39,000 plus team members who bring our company and work to life every day. And thank you to you all, stockholders over the past 20 years. It's an honor to lead such an extraordinary team and business. I believe the future will only get better and stronger. Back to you, Merit.

Thank you. At this time, we will now answer questions that have been submitted about the five proposals, as well as Michael's remarks. You may continue to submit questions during the Q&A session. Tiffany will read aloud the questions. Tiffany.

Thank you, Merritt. We received a number of questions in advance of today's meeting. We have organized them by topic and combined and summarized them where there has been significant overlap. We will post any questions and answers that we do not get to on our investor relations site in due course and consistent with the rules of conduct. First question, can you comment on how you approach executive compensation and the CEO's medium pay specifically?

Thank you. Let me invite Richard Davis, who chairs our Human Resource and Compensation Committee, to address this question.

Thank you, Merit. The primary objective of our compensation programs is to attract, motivate, and retain our executives, and to ensure successful execution of our business strategy. We review our executive compensation programs annually, and we believe our overall program structure and incentive plans are aligned with our business strategy and performance metrics that drive long-term stockholder value. While the reported CEO pay ratio increased from the prior year, CEO compensation continues to be determined through a consistent and rigorous process overseen by the Human Resource and Compensation Committee, including annual review and benchmarking by our independent compensation consultants. The committee evaluates market competitiveness, company performance, and shareholder alignment when making executive compensation decisions. And changes in the pay ratio can be influenced by the fluctuations in the median employee selected under the SEC rules and therefore may not be indicative of changes in executive pay.

Thank you, Mike. Thank you, Richard.

Next question. I'd like to ask about the pace of technological change underway. More specifically, how does MasterCard think about the opportunities and risks associated with agentic commerce and stablecoins?

Thank you. Michael, could you please address this question?

All right, happy to take that one. So over our 60-year history, we have learned that change is constant, and success hinges on security, trust, and reach, which MasterCard is uniquely positioned to deliver. Our innovation muscle at MasterCard is strong and proven. We have delivered cutting-edge technologies that solve real pain points at scale time and time again. We continue to harness the power of our data and use of AI to enrich the value we put into the market. We've been utilizing AI for well over a decade to make commerce smarter and more secure, and that continues today. In my opening remarks, I mentioned how we're enabling trust, transparency, and reach in agentic commerce, which is why cards will continue to be the credential of choice. We also launched a new system called Age and Pay for Machines to capture a whole new addressable market of high-velocity, low-ticket transactions which may evolve in the world of AI. Likewise, and stablecoins. We're facilitating the purchase of digital assets using MasterCard payment credentials and supporting commerce use cases through MasterCard crypto co-brand cards today. Once again, card credentials will remain dominant and person-to-merchant payments. And as I said, our planned acquisition of BB&K positions us as the interoperable layer for stablecoin orchestration across different coins, currencies, and chains. This focuses on certain use cases in the likes of B2B and P2B. It's another expansion of our addressable market, new monetization opportunities, and new synergies for us to unlock. From our vantage point, agentic commerce and digital assets offer opportunity for growth and expansion. We continue to partner and win both in traditional use cases and new innovations as the market evolves. Very exciting times. We are innovating, but we remain very focused on driving short, medium, and long-term growth across all facets of our three strategic pillars.

Thank you, Michael.

Next question. Can you comment on MasterCard's recent executive leadership changes?

Let me start on this question, and then, Michael, I'd also like you to comment. First, let me reiterate the strength of the company, our commitment to our winning strategy, and our continued focus on delivering value to our partners and customers in the 200-plus markets and territories where we operate globally. Our growth strategy remains strong and unchanged. We continue to focus on three core pillars, consumer payments, commercial new payment flows, and value-added services. Each of these offer tremendous runway for growth and collectively drive the virtuous flywheel that fuels MasterCard's durable long-term growth. The recent executive leadership changes reflect the strong caliber of MasterCard's executive leadership team. It demonstrates the depth of talent that the company has developed and highlights the strong collaboration that takes place at the most senior levels of this organization. Change at this level are well-planned, and Michael and the board have spent a lot of time collaborating and working through these arrangements. The end result is exciting. It diversifies our talent, and it brings new perspectives into leadership roles. Speaking on behalf of MasterCard's board of directors, I'd like to thank Craig Vosberg and Raj Shashadri for their continued support as they step into the vice chair and senior advisor roles moving forward. I'd also like to congratulate Linda Kirkpatrick, D. Midosis, Linghai, and Sachin Mera on their new and important roles. Michael.

Thank you, Merit. And thank you to all MasterCard's board directors for their continued engagement and support, ensuring we have the right focus, execution, and management in place for success. We view these changes as an evolution of our leadership. We're building upon the outstanding work of our teams to drive growth into the future. Three priorities guide this evolution. One, staying close to markets and customers. Two, delivering a seamless global experience. and three, expanding the breadth of experience of our leaders, leveraging their diverse perspectives across the enterprise. Each appointment reflects the strength of our team and brings new perspectives across the business. We're bringing extensive market expertise to global product positions and financial rigor to how we go to market. Just as importantly, these moves continue to expand the breadth of experience of our leaders and leverages their diverse perspectives across. As part of these updates and continuous evolution, MasterCard is unifying its customer focus on the one team to underscore its consistent support, coordination, and accountability across all markets. And while we are incredibly excited about these changes, I'd like to reiterate that our focus and energy remains on executing a market, delivering value for our customers, partners, and shareholders.

Thank you for the questions. This concludes our question and answer session. So, Merit, I will turn it back to you.

Thank you, Tiffany. As there are no other matters, this meeting is now adjourned. Thank you again for attending this year's meeting and for your continued support of MasterCard.

The meeting has now concluded. Thank you for joining, and have a pleasant day.