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Board structure and practices

  • Each of our Board members is elected annually.
  • We have majority voting for our director elections.
  • 13 of our 14 Board nominees are independent.
  • Over 25% of our directors are women.
  • We have adopted proxy access.
  • Our independent directors meet frequently in executive session.
  • Our Board and committees engage in annual self-assessments.
  • Our Board continuously assesses refreshment.
  • Our Board Chair is independent.
  • Each director’s service is limited by age (72) and tenure (15).

Risk management and compensation

  • Our Board oversees our risk-management practices, fostering a risk-aware culture while encouraging thoughtful risk-taking.
  • Our Board receives information about cyber readiness, adversary assessment and our risk profile status and is apprised of incident simulations and response plans, including for cyber and data breaches.
  • We have stock ownership requirements for executive officers and certain other senior executives and guidelines for directors.
  • Our Board is actively engaged in managing talent and long-term succession planning.

Learn more about Mastercard’s governance