MasterCard Incorporated Schedule of Non-Employee Directors' Annual Compensation (Effective January 1, 2010)
This document outlines the annual compensation for non-employee directors of MasterCard Incorporated, effective January 1, 2010. 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 under the company's 2006 Non-Employee Director Equity Compensation Plan. The compensation structure applies to directors elected or continuing after each annual stockholder meeting, with amounts based on role and the company's stock price at the time of the meeting.
EXHIBIT 10.25
MASTERCARD INCORPORATED
SCHEDULE OF NON-EMPLOYEE DIRECTORS ANNUAL COMPENSATION
Effective as of January 1, 2010
ANNUAL RETAINER | AMOUNT | ||
Service as a Director | $ | 90,000 | |
Service as Chairman of the Board | $ | 125,000 | |
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 | $ | 100,000 | |
Chairman of the Board | $ | 150,000 |
(1) | Represents a grant of deferred stock units under the MasterCard Incorporated 2006 Non-Employee Director Equity Compensation Plan (the Plan), adopted by stockholders of MasterCard Incorporated (the Company) at the annual meeting of stockholders on July 18, 2006 and amended and restated as of December 1, 2008. Pursuant to the terms of the Plan, on the date of an annual meeting of stockholders in each year for so long as the Plan remains in effect, each non-employee director who is elected at such annual meeting or whose term of office will continue after the date of such annual meeting, will automatically be awarded a number of deferred stock units determined by dividing $100,000 ($150,000 in the case of the Chairman of the Board) by the closing price for the Companys Class A common stock on the exchange on which the shares are principally traded for the date of such annual meeting of stockholders. |