MasterCard Incorporated Schedule of Non-Employee Directors’ Annual Compensation (Effective June 9, 2015)

Contract Categories: Human Resources › Compensation Agreements
Summary

This document outlines the annual compensation for non-employee directors of MasterCard Incorporated, effective June 9, 2015. It specifies cash retainers for board and committee service, including additional amounts for chairpersons, and details annual equity awards in the form of deferred stock units, restricted stock, or similar alternatives under the company’s 2006 Non-Employee Director Equity Compensation Plan. The compensation structure applies to directors and the Chairman of the Board, with awards granted annually at the company’s stockholder meeting.

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EX-10.1 2 exb101-06302015.htm EXHIBIT 10.1 EXB 10.1 - 06.30.2015


Exhibit 10.1

MASTERCARD INCORPORATED
SCHEDULE OF NON-EMPLOYEE DIRECTORS’ ANNUAL COMPENSATION
Effective as of June 9, 2015
 
 
 
 
 
ANNUAL RETAINER
  
AMOUNT
Service as a Director
  
$
100,000
Service as Chairman of the Board
  
$
180,000
 
 
COMMITTEE SERVICE RETAINER
  
AMOUNT
Audit Committee Member
  
$
15,000
Human Resources and Compensation Committee Member
  
$
10,000
Nominating and Corporate Governance Committee Member
  
$
10,000
Audit Committee Chairperson
  
$
25,000
Human Resources and Compensation Committee Chairperson
  
$
20,000
Nominating and Corporate Governance Committee Chairperson
  
$
20,000
 
 
EQUITY AWARDS(1)
  
AMOUNT
 
  
 
 
Director
  
$
185,000
Chairman of the Board
  
$
265,000

(1)
Represents a grant of deferred stock units, restricted stock or other alternative awards under the MasterCard Incorporated 2006 Non-Employee Director Equity Compensation Plan (the “Plan”), as amended and restated as of June 5, 2012. The Plan was initially adopted by stockholders of MasterCard Incorporated (the “Company”) at its annual meeting of stockholders on July 18, 2006. Stockholders approved the amended and restated Plan at the Company’s annual meeting of stockholders on June 5, 2012. Pursuant to the terms of the Plan, as amended and restated, on the date of the annual meeting of stockholders in each year for so long as the Plan remains in effect, each non-employee director (with the exception of the Chairman of the Board) who is elected at such annual meeting will automatically be awarded an equivalent number of either deferred stock units, restricted stock or another alternative award.