Ari Sarker

About Ari Sarker

President, Asia Pacific at Mastercard and a member of the company’s Management Committee, responsible for regional strategy, operations, product, and stakeholder engagement across governments, regulators, banks, merchants, and fintech partners . He joined Mastercard in 2011 and previously led South Asia and Network Processing for AP & MEA; prior roles include over 12 years at GE in senior finance and investing positions . Education: B.Com (Hons), University of Delhi; MBA, Cardiff University; Chartered Accountant, ICAEW . Company performance context during his tenure includes FY2024 net revenue of $28.2B (+12% YoY), net income of $12.9B (+15%) and diluted EPS of $13.89 (+17%), with the stock price rising from $86.16 (12/31/2014) to $526.57 (12/31/2024), “more than 6x” over the decade .

Past Roles

External Roles

Fixed Compensation

• Mastercard’s proxy discloses Named Executive Officers (NEOs); Ari Sarker is not listed as an NEO, so his base salary and cash compensation are not individually disclosed .

Performance Compensation

• Mastercard’s 2024 annual incentive framework (company‑wide): 2/3 Adjusted Net Income, 1/3 Adjusted Net Revenue; corporate funding achieved 119.7% of target for 2024 (after reserve), with individual payouts adjusted by an Individual Performance Factor (IPF) .

• PSU design for 2024 grant cycle: three one‑year adjusted net revenue and three one‑year adjusted EPS growth metrics (averaged), modified by relative TSR vs. S&P 500 (+/‑50 pp), payout range 0–200%, with a mandatory one‑year post‑vest holding period .
• LTI mix and vesting mechanics: RSUs (20%) and options (20%) vest ratably over 3 years; 2024 options carry a $476.63 exercise price and 10‑year term; PSUs (60%) settle on three‑year performance with post‑vest hold .
• Equity grant timing policy: annual grants effective on or about March 1 at that day’s closing price (no spring‑loading/backdating) .
• Say‑on‑Pay support: 95% approval at the 2024 annual meeting, signaling shareholder alignment with pay design .

Equity Ownership & Alignment

• Stock ownership guidelines: Management Committee members must hold at least 2x base salary in MA stock; Executive Leadership Team members must hold 4x; executives must retain at least 50% of net shares from each RSU/PSU vest until compliant .
• Hedging/pledging: Prohibited for all directors, officers and employees; margin accounts disallowed absent cash coverage arrangements .
• Dividend equivalents: Not paid on unvested equity awards; enhances pay‑for‑performance integrity .
• Individual beneficial ownership: Not disclosed for Sarker (table includes directors and NEOs; Sarker is not a director/NEO). As of April 7, 2025, all directors and executive officers as a group beneficially owned 773,062 Class A shares (including shares acquirable within 60 days) .

Employment Terms

• Change‑in‑control and severance architecture: Double‑trigger provisions mandated for plans contemplating a change in control; robust clawback and equity award forfeiture policies maintained; no excise tax gross‑ups for executive officers; tax gross‑ups are limited to global mobility programs .
• Insider trading governance: Insider Trading Policy on file (10‑K exhibit), with explicit compliance procedures; the company outlines Rule 10b5‑1 usage and non‑Rule 10b5‑1 arrangements (recent adoptions disclosed for certain officers, not including Sarker) .

Company Performance Context (for incentive alignment)

Additional Signals and Timing Considerations

• Leadership transition: Mastercard announced that Ari Sarker will step down as AP President at end‑2025 and move into an advisory role; Richard Wormald (Australasia Division President) to succeed him on Jan 1, 2026 .
• Stock ownership rules: Explicit bans on hedging/pledging reduce alignment risks associated with collateralized or hedged positions .
• Grant timing/vesting cadence: Annual equity grants around March 1 and three‑year ratable vesting for RSUs/options imply predictable vesting‑related liquidity windows that can create episodic selling pressure, subject to company policy and 10b5‑1 plans .

Investment Implications

• Pay‑for‑performance alignment: Corporate metrics (adjusted net income/revenue), strong 2024 funding (119.7%), and PSU design with a relative TSR modifier create tight linkage between strategic/financial execution and equity outcomes for senior leaders, including regional presidents like Sarker .
• Selling pressure and alignment: Ownership requirements (≥2x salary for Management Committee, ≥4x for ELT) plus 50% post‑vest share retention and hedging/pledging bans mitigate short‑term selling incentives and align long‑term incentives with shareholder outcomes .
• Governance risk profile: Double‑trigger CoC, robust clawbacks, no excise tax gross‑ups, and disciplined grant‑timing practices reduce governance and compensation risk premiums .
• Transition risk and continuity: The planned end‑2025 transition to an advisory role introduces medium‑term leadership succession risk in AP while providing continuity via advisory support; investors should monitor stakeholder engagement and regional growth pacing through the handoff to Rich Wormald .
• Disclosure limitations: Because Sarker is not an NEO, individual cash/LTI grant values, ownership quantities, severance specifics, and Form 4 activity are not detailed in the proxy; ongoing monitoring of company disclosures remains warranted .

Key monitoring list: (1) FY2025–2026 PSU targets/results and vesting cadence ; (2) any 8‑K 5.02 or MA newsroom updates tied to Sarker’s transition and advisory remit ; (3) policy/metric changes in annual incentive plans ; (4) insider trading plan disclosures for AP leadership (Rule 10b5‑1) .