This succession planning process includes the input of other Board members and also includes identifying and evaluating potential successors to the CEO and other senior executive officers of the Company. Upon receipt of such offer, the Nominating and Corporate Governance Committee will promptly evaluate whether the Board should accept the resignation. Audit Committee Charter (Effective September 2020), Human Resources and Compensation Committee, Human Resources and Compensation Committee Charter (Effective September 2020), Nominating and Corporate Governance Committee, Nominating and Corporate Governance Committee Charter (Effective September 2020). Stockholders and other interested parties may contact any member (or all members) of the Board (including, without limitation, the director that presides over the executive sessions of non-management directors, or the non-management directors as a group), any Board committee or any chair of any such committee by mail or electronically. The results of the Committee’s review of the Board and each committee are reported to the Board. When assessing the materiality of a director’s relationship with the Company, the Board shall consider the issue not merely from the standpoint of the director, but also from that of persons or organizations with which the director has an affiliation. This review includes an examination of the composition of the Board as a whole and of each of its committees; an assessment of directors’ skills and areas of expertise; consideration of any changes in a director’s responsibilities since the director was last elected to the Board; and such other factors as may be determined by the Committee to be appropriate. Notwithstanding the foregoing, no relationship required to be disclosed by the Company pursuant to Item 404 of Regulation S-K shall be treated as categorically immaterial. When making “independence” determinations, the Board shall broadly consider all relevant facts and circumstances, as well as any other facts and considerations specified by the NYSE, by law or by any rule or regulation of any other regulatory body or self-regulatory body applicable to the Company. We’re always here when you need us. Overseeing the quality and integrity of the Company’s financial statements and reports and the Company’s compliance with legal and regulatory requirements. An incumbent director who fails to receive a majority of the votes cast in an election that is not a Contested Election and who tenders his or her resignation pursuant to the By-Laws shall remain active and engaged in Board activities while the Nominating and Corporate Governance Committee and the Board decide whether to accept or reject such resignation, or whether other action should be taken; provided, however, it is expected that such incumbent director will not participate in any proceedings by the Board or any committee thereof regarding whether to accept or reject such director’s resignation, or whether to take other action with respect to such director. With the exception of Industry Directors or any director who is an officer or employee of the Company or any of its subsidiaries, any person who is or has been during the prior 18 months a director, officer, employee or agent of, or represents or has represented, or is or has been during the prior 18 months otherwise affiliated with or otherwise has any business relationship that is material to such person with, a Member or Similar Person (as such terms are defined in the Certificate of Incorporation), may not serve as a director of the Company. Each director holds office until a successor is elected and qualified, or until the director’s earlier death, resignation, removal or automatic termination. This program generally includes presentations by senior management on the Company’s strategic plans; significant financial, legal, accounting and risk management issues; compliance programs; Code; management structure and executive officers; and its internal auditor and independent registered public accounting firm. In order for any incumbent director to become a nominee of the Board for further service on the Board, such person must submit an irrevocable resignation, contingent on (i) that person not receiving a majority of the votes cast in an election that is not a Contested Election (as defined in the By-Laws) and (ii) acceptance of that proffered resignation by the Board. The Code applies to all directors, officers and employees of the Company. The Company does not make personal loans to any director or executive officer of the Company, or to immediate family members of any director or executive officer of the Company. Committee members are elected by the Board following nominations by the Nominating and Corporate Governance Committee. You must click the activation link in the email in order to complete your subscription. In accordance with its charter, the Nominating and Corporate Governance Committee oversees an annual review of the performance of the Board and each committee of the Board. Information and materials that are important to a director’s understanding of the business to be conducted at a Board or committee meeting shall be distributed to the directors prior to the meeting, in order to provide time for review beforehand. Need help? Need help? In addition, no director may serve on the audit committee of more than three SEC-registered companies, including the Company. Overseeing the performance of management; Reviewing, approving and monitoring fundamental financial and business strategies and major corporate actions; Ensuring processes are in place for maintaining an ethical corporate culture; and. The committee in making its recommendation and the Board in making its decision each may consider any factors and other information that they consider appropriate and relevant. We’re always here when you need us. No Industry Director shall participate in the process of nominating any person to serve as a director of the Company or selecting any person to serve as a director of the Mastercard Foundation. Each director is free to suggest items for inclusion on the agenda or to raise subjects that are not on the agenda for that meeting but that are appropriate for the Board to address. The Board has established the following procedures in order to facilitate communications between the Board and the stockholders of the Company and other interested parties. discharging that obligation, directors may rely on the honesty and integrity of the All correspondence that is not in the nature of advertising, promotions of a product or service, or is not trivial, irrelevant, unduly hostile, threatening, illegal, patently offensive or similarly inappropriate will be forwarded promptly to the addressee. In addition, the Company has adopted a Supplemental Code of Ethics applicable only to the President and CEO, the Chief Financial Officer, the Controller, and certain other senior officers of the Company, including those who serve in financial accounting, treasury, tax and legal advisory roles. To maintain the quality of the Board’s oversight and to protect against the possibility of damaging conflicts of interest, the Board shall have a majority of “independent” directors. In addition, non-employee directors are not permitted to buy Mastercard securities on margin unless arrangements are made to cover any margin calls in cash, nor are they allowed to pledge (or hypothecate) Mastercard securities as collateral for a loan. The Board believes that the amount and kind of director compensation should be guided by three goals: compensation should fairly pay directors for work required in an organization of the Company’s size and scope; compensation should align directors’ interests with the long-term interests of stockholders; and the structure of compensation should be simple, transparent, and easy for stockholders to understand. Total Cash Compensation information is comprised of yearly Base Pay and Bonuses. 914-249-4565. At least annually, and/or in the course of its ordinary Board meeting agendas, the Board reviews the Company’s long-term strategic plans and the principal issues that it expects the Company may face in the future. Each director of the Company shall also serve as a director on the board of Mastercard International Incorporated. After submitting your request, you will receive an activation email. In the event an incumbent director fails to receive a majority of the votes cast in an election that is not a Contested Election, the Nominating and Corporate Governance Committee or such other committee designated by the Board pursuant to the By-Laws, shall make a recommendation to the Board as to whether to accept or reject the resignation of such incumbent director, or whether other action should be taken. You can sign up for additional alert options at any time. A director will not be independent if: (i) the director is, or has been within the last three years, employed by the Company, or an immediate family member of the director is, or has been within the last three years, employed by the Company as an executive officer; (ii) the director or an immediate family member of the director has received more than $120,000 during any twelve-month period within the last three years in direct compensation from the Company, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided that such compensation is not contingent in any way on continued service); (iii) (a) the director or an immediate family member is a current partner of a firm that is the Company’s internal or external auditor, (b) the director is currently employed by such a firm, (c) the director has an immediate family member who is currently employed by such a firm and personally works on the Company’s audit, or (d) the director or an immediate family member was within the last three years (but is no longer) a partner or employee of such a firm and personally worked on the Company’s audit within that time; (iv) the director or an immediate family member of the director is, or has been within the last three years, employed as an executive officer of another company where any of the Company’s present executive officers at the same time serves or served on that company’s compensation committee; or (v) the director is a current employee, or an immediate family member of the director is a current executive officer, of another company that has made payments to, or receives payments from, the Company for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1,000,000 or two percent of the consolidated gross revenues of such other company. Need help? Understanding and approving the Company’s long-term, key strategies; Understanding the issues and risks that are central to the Company’s success, including cybersecurity matters; Selecting, evaluating and compensating the Chief Executive Officer (. After submitting your request, you will receive an activation email. We’re always here when you need us. As of September 2019. The business and affairs of the Company are overseen by the Board of Directors (the Board). In addition, no director shall be a trustee, officer, employee or agent of, or represent or otherwise be affiliated with, the Mastercard Foundation, or have been a director, officer, employee or agent of, or represented or been affiliated with, the Mastercard Foundation during the prior three years or otherwise have any business relationship with the Mastercard Foundation that is material to such person. No Industry Director may serve as Chairperson of the Board. The Board shall act on the proffered resignation, taking into account the committee’s recommendation within ninety (90) days following certification of the election results. While resignation may not be appropriate in all the foregoing instances, the Board believes that it would be desirable at that time to consider, through the Nominating and Corporate Governance Committee, the appropriateness of the Director’s continued service. In all actions taken by the Board, the directors are expected to exercise their business The Nominating Committee considers and nominates or recommends to the Board individuals to serve as directors of the Company and members of the committees.

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