MAMastercard
Deals with insiders in the proxy filed 2026-04-27
Deals between MA and its directors, executives, owners of more than 5% or their families: a relative on the payroll, a plane the company charters from its CEO, a director's company that buys from it. SEC rules (Item 404) make the company list every such deal over $120,000 in its proxy statement.
New this year
Paragraphs about a deal, a person or a relative with nothing like them in the proxy filed 2025-04-28.
Related party transactions“Anna Ling, who is employed as a Specialist, Product Management for Mastercard, is the daughter of Ling Hai, an executive officer of the company. In 2025, Anna Ling earned $127,262 in base salary and cash bonus. She participates in employee benefit plans and programs generally made available to employees of similar responsibility levels, and her compensation is consistent with the total compensation provided to other employees of the same level with similar responsibilities in her geographic location. Ms. Ling’s role is not within Mr. Ling’s reporting line, and, therefore, he does not participate in any performance or compensation discussions related to her.”
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New wording of the review policy 2 paragraphs without an amount or a name
Policy and procedures for related party transactions“We have a written related party transactions policy, which can be found within our Code of Conduct. To supplement our related party transactions policy, we maintain written related party transactions procedures that set forth the processes and procedures governing the identification, review, approval and disclosure of related party transactions.”
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Policy and procedures for related party transactions“an entity substantially owned or controlled by any one of the above described persons”
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The whole section
10 paragraphs quoted as filed
Director independence“The corporate governance listing standards of the NYSE require that a majority of the Board (and each member of the Audit Committee, the HRCC and the NCG) be independent. To assist in its independence determinations, the Board has adopted director independence standards as part of our Corporate Governance Guidelines, which you can find on our website at https://investor.mastercard.com/corporate-governance/governance-guidelines/default.aspx.”
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Director independence“No director or director nominee will be considered independent unless the Board affirmatively determines that such individual has (or would have) no material relationship with Mastercard (either directly or as a partner, stockholder or officer of an organization that has a relationship with Mastercard) other than as a Board or committee member. Additional requirements apply to Audit Committee and HRCC members. When making independence determinations, the Board broadly considers 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 Mastercard. When assessing the materiality of a director’s relationship with Mastercard, the Board considers the issue not merely from the standpoint of the director or director nominee but also from that of persons or organizations with which such individual has an affiliation. Material relationships can include commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships (among others). In addition, the Board applies the independence guidelines set forth in our Corporate Governance Guidelines, which generally track the independence standards set by the NYSE.”
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Director independence“In determining the independence of each current non-management director and director nominee, the Board considered any transactions, relationships and arrangements as required by the NYSE rules and our Corporate Governance Guidelines.”
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Director independence“The Board affirmatively determined that each of our current directors and director nominees is independent except for Mr. Miebach (our President and CEO).”
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Policy and procedures for related party transactions“We have a written related party transactions policy, which can be found within our Code of Conduct. To supplement our related party transactions policy, we maintain written related party transactions procedures that set forth the processes and procedures governing the identification, review, approval and disclosure of related party transactions.”
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Policy and procedures for related party transactions“Our related party transactions policy and procedures require that any transaction (or series of similar transactions) involving Mastercard in which the aggregate amount exceeds $120,000 and in which a related party would have a direct or indirect material interest, be promptly disclosed to the General Counsel, including the facts and circumstances of such transaction. Transactions with related parties must not commence or continue without the approval of the Audit Committee. Any director having an interest in the transaction is not permitted to vote on the approval or disapproval of such transaction. Under our related party transactions policy and procedures, a related party is any of the following:”
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Policy and procedures for related party transactions“an executive officer of Mastercard • a director (or director nominee) of Mastercard • a beneficial owner of more than 5% of Mastercard’s securities • an immediate family member (which means any child, stepchild, parent, stepparent, spouse, sibling or in-law, as well as any person (other than a tenant or employee) sharing the household of any one of the above described persons)”
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Policy and procedures for related party transactions“an entity substantially owned or controlled by any one of the above described persons”
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Related party transactions“Tara Maguire, who is employed as Executive Vice President, Financial Operations for Mastercard, shares a household with Craig Vosburg, a named executive officer of Mastercard. In 2025, Ms. Maguire earned $873,702 in base salary and cash bonus and received long-term incentive equity awards with an aggregate grant date value of $450,000. She participates in employee benefit plans and programs generally made available to employees of similar responsibility levels, and her compensation is consistent with the total compensation provided to other employees of the same level with similar responsibilities in her geographic location. Ms. Maguire’s role is not within Mr. Vosburg’s reporting line, and, therefore, he does not participate in any performance or compensation discussions related to her.”
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Related party transactions“Anna Ling, who is employed as a Specialist, Product Management for Mastercard, is the daughter of Ling Hai, an executive officer of the company. In 2025, Anna Ling earned $127,262 in base salary and cash bonus. She participates in employee benefit plans and programs generally made available to employees of similar responsibility levels, and her compensation is consistent with the total compensation provided to other employees of the same level with similar responsibilities in her geographic location. Ms. Ling’s role is not within Mr. Ling’s reporting line, and, therefore, he does not participate in any performance or compensation discussions related to her.”
Read it in the proxy ↗
Paragraphs are compared by their words, not read by AI: one counts as new when no paragraph last year shares half of its words, or when it names a person or company last year's section did not. A deal reported again with a new amount is not new. Always check the filing. Open the proxy ↗ · Last year's proxy ↗