MASTERCARD INC, DEF 14A filed on 4/27/2026
Proxy Statement (definitive)
v3.26.1
Cover
 12 Months Ended
Dec. 31, 2025
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name Mastercard Incorporated
Entity Central Index Key 0001141391
v3.26.1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Year1
Summary Compensation Table Total for PEO2
Compensation Actually Paid to PEO
Average Summary Compensation Table Total for Non-PEO NEOs2
Average Compensation Actually Paid to Non-PEO NEOs
Year-End Value of $100 Investment Based On:3
GAAP Net Income
($ millions)
Company-Selected Measure
Total Shareholder ReturnS&P 500 Financials Total Shareholder Return
Adjusted Net Revenue
($ millions)4
2025
$35,422,518$35,653,703$10,571,903$10,655,990$165$203$14,968$32,005
2024
$30,099,482$53,750,011$10,561,951$18,191,517$151$177$12,874$28,544
2023$25,746,498$47,120,269$8,091,571$15,629,985$122$135$11,195$25,054
2022$21,058,543$19,027,153$7,689,150$5,794,258$98$121$9,930$22,901
2021$16,120,055$10,224,761$9,059,920$905,219$101$135$8,687$18,961
        
Company Selected Measure Name •Adjusted Net Revenue        
Named Executive Officers, Footnote The PEO and Non-PEO NEOs for the applicable years were as follows:
•2025: Mr. Miebach served as our PEO, and Messrs. Mehra, Vosburg, Murphy and McLaughlin and Ms. Kirkpatrick served as the Non-PEO NEOs
•2024: Mr. Miebach served as our PEO, and Messrs. Mehra, Vosburg and Murphy and Ms. Seshadri served as the Non-PEO NEOs
•2023: Mr. Miebach served as our PEO, and Messrs. Mehra, Vosburg, Murphy, McLaughlin and Froman served as the Non-PEO NEOs
•2022: Mr. Miebach served as our PEO, and Messrs. Mehra, Vosburg, Froman and Murphy served as the Non-PEO NEOs
•2021: Mr. Miebach served as our PEO, and Messrs. Mehra, Banga, Vosburg and Froman served as the Non-PEO NEOs
        
PEO Total Compensation Amount $ 35,422,518        
PEO Actually Paid Compensation Amount $ 35,653,703 $ 53,750,011 $ 47,120,269 $ 19,027,153 $ 10,224,761
Adjustment To PEO Compensation, Footnote
Year and PositionSummary Compensation Table Total Compensation
Less Grant Date Fair Value of Equity Awards Reported in the Summary Compensation Table
Plus Fair Value of Equity Awards Granted and Unvested at Fiscal Year-End
Change in Fair Value of Prior Years’ Equity Awards Unvested at Fiscal Year-End
Plus Fair Value of Equity Awards Granted and Vested in the Covered Year
Change in Fair Value of Prior Years’ Equity Awards Vested
Compensation Actually Paid
PEO
2025
$35,422,518$(25,661,465)$18,802,408$4,347,037$228,360$2,514,845$35,653,703
Non-PEO NEOs
2025
$10,571,903$(8,015,347)$5,883,181$1,331,302$61,049$823,902$10,655,990
        
Non-PEO NEO Average Total Compensation Amount $ 10,571,903 10,561,951 8,091,571 7,689,150 9,059,920
Non-PEO NEO Average Compensation Actually Paid Amount $ 10,655,990 18,191,517 15,629,985 5,794,258 905,219
Adjustment to Non-PEO NEO Compensation Footnote
Year and PositionSummary Compensation Table Total Compensation
Less Grant Date Fair Value of Equity Awards Reported in the Summary Compensation Table
Plus Fair Value of Equity Awards Granted and Unvested at Fiscal Year-End
Change in Fair Value of Prior Years’ Equity Awards Unvested at Fiscal Year-End
Plus Fair Value of Equity Awards Granted and Vested in the Covered Year
Change in Fair Value of Prior Years’ Equity Awards Vested
Compensation Actually Paid
PEO
2025
$35,422,518$(25,661,465)$18,802,408$4,347,037$228,360$2,514,845$35,653,703
Non-PEO NEOs
2025
$10,571,903$(8,015,347)$5,883,181$1,331,302$61,049$823,902$10,655,990
        
Compensation Actually Paid vs. Total Shareholder Return
Compensation Actually Paid vs MA and S&P 500 Financials TSR
03_MA_PXY_2026_EXEC COMP_TSR.jpg
        
Compensation Actually Paid vs. Net Income
Compensation Actually Paid vs MA GAAP Net Income
03_MA_PXY_2026_EXEC COMP_NET INCOME.jpg
        
Compensation Actually Paid vs. Company Selected Measure
Compensation Actually Paid vs MA Adjusted Net Revenue
03_MA_PXY_2026_EXEC COMP_REVENUE.jpg
        
Total Shareholder Return Vs Peer Group
Compensation Actually Paid vs MA and S&P 500 Financials TSR
03_MA_PXY_2026_EXEC COMP_TSR.jpg
        
Tabular List, Table
Listed below are the financial measures that in our assessment represent the most important performance measures we use to link “compensation actually paid” for the last fiscal year to company performance:
•Adjusted EPS
•Adjusted Net Revenue
•Adjusted Net Income
•Relative Total Shareholder Return
       
Total Shareholder Return Amount $ 165 151 122 98 101
Peer Group Total Shareholder Return Amount 203 177 135 121 135
Net Income (Loss) $ 14,968,000,000 $ 12,874,000,000 $ 11,195,000,000 $ 9,930,000,000 $ 8,687,000,000
Company Selected Measure Amount 32,005,000,000 28,544,000,000 25,054,000,000 22,901,000,000 18,961,000,000
PEO Name Mr. Miebach Mr. Miebach Mr. Miebach Mr. Miebach Mr. Miebach
Additional 402(v) Disclosure The 2025 Summary Compensation Table totals reported for the PEO and the average of the Non-PEO NEOs for each year were subject to the adjustments in the chart below per Item 402(v)(2)(iii) of Regulation S-K to calculate “compensation actually paid.” In making such adjustments, equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of the grant. See the Pay versus performance table in the 2025, 2024 and 2023 proxy statements for the adjustments made to determine “compensation actually paid” for prior years.Reflects year-end value of an initial investment of $100 made on December 31, 2020. Metrics shown differ from net revenue under GAAP because they exclude the impact of currency translational and transactional activity related to foreign exchange rates and the related impact of our foreign exchange derivatives designated as cash flow hedging instruments. The currency impact is calculated by remeasuring the current period’s results using the prior period’s exchange rates for both the translational and transactional activity.        
Measure:: 1          
Pay vs Performance Disclosure          
Name •Adjusted EPS        
Measure:: 2          
Pay vs Performance Disclosure          
Name •Adjusted Net Revenue        
Measure:: 3          
Pay vs Performance Disclosure          
Name •Adjusted Net Income        
Measure:: 4          
Pay vs Performance Disclosure          
Name •Relative Total Shareholder Return        
Miebach [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount   $ 30,099,482 $ 25,746,498 $ 21,058,543 $ 16,120,055
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (25,661,465)        
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 18,802,408        
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 4,347,037        
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 228,360        
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 2,514,845        
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (8,015,347)        
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 5,883,181        
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,331,302        
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 61,049        
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 823,902        
v3.26.1
Award Timing Disclosure
 12 Months Ended
Dec. 31, 2025
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure
The HRCC has adopted a policy with respect to equity awards that contains procedures to prevent stock option backdating or other timing issues. Under the policy, the HRCC has exclusive authority to grant equity awards to our executive officers. The policy provides that the HRCC will approve annual equity grants to employees at a meeting prior to March 1 of each year, with the dollar amount for such awards to be set at such meeting and grants to be made effective as of and with an exercise price reflecting the closing price of our Class A common stock on the NYSE on March 1 of each year. If March 1 falls on a weekend, the exercise price for any stock options granted will be the closing price of the stock on the last trading day prior to March 1. Grants of equity awards to new or newly promoted employees or for other special events may be made at other times in the year. These off-cycle grants are issued using an exercise price that reflects the closing price of our Class A common stock on the effective date of the grant. The HRCC does not take material nonpublic information into account when determining the timing and terms of stock options or other equity awards, and the company has not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
Award Timing Method The policy provides that the HRCC will approve annual equity grants to employees at a meeting prior to March 1 of each year, with the dollar amount for such awards to be set at such meeting and grants to be made effective as of and with an exercise price reflecting the closing price of our Class A common stock on the NYSE on March 1 of each year. If March 1 falls on a weekend, the exercise price for any stock options granted will be the closing price of the stock on the last trading day prior to March 1. Grants of equity awards to new or newly promoted employees or for other special events may be made at other times in the year. These off-cycle grants are issued using an exercise price that reflects the closing price of our Class A common stock on the effective date of the grant
Award Timing Predetermined true
Award Timing MNPI Considered false
Award Timing, How MNPI Considered The HRCC does not take material nonpublic information into account when determining the timing and terms of stock options or other equity awards, and the company has not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
MNPI Disclosure Timed for Compensation Value false
v3.26.1
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true