Candido Bracher
MastercardAbout Candido Bracher
Independent director of Mastercard since September 2021; age 66 at the 2025 annual meeting. Former CEO of Itaú Unibanco Group (Jan 2017–Feb 2021) with 30+ years in financial services; holds a bachelor’s degree in Business Administration from Fundação Getulio Vargas (FGV), São Paulo. Serves on Audit and Risk Committees; recognized for consumer, payments, risk, global perspective, regulatory experience, and is identified as an Audit Committee financial expert. Current public company directorship: Itaú Unibanco Group.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Itaú Unibanco Group | Chief Executive Officer | Jan 2017–Feb 2021 | Led digital transformation and deepened stakeholder engagement. |
| Itaú Unibanco Group | General Director, Banco Wholesale; Vice President and senior roles | 2015–2017; 2004–2015 | Senior leadership across wholesale banking. |
| BBA Creditanstal (merged to form Itaú BBA) | Co-founder/team member; investment bank evolved to leading wholesale bank | Founded 1988; merged with Itaú in 2003 | Built Brazil’s leading investment bank (Itaú BBA). |
| Banco Itamarati; Bahia Corretora; Banco da Bahia Investimentos; Development Bank of the State of São Paulo | Various positions | Early career | Financial services operating and investment roles. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Itaú Unibanco Group | Director | Since Feb 2021 | Current public board service. |
| B3 — Brasil Bolsa Balcão S.A. | Director | 2009–2014 | Brazil’s stock exchange. |
| Pão de Açúcar — Companhia Brasileira de Distribuição | Director; Alternate director | 2005–2013; 1999–2005 | Major Brazilian retailer. |
Board Governance
- Committee assignments: Audit Committee member; Risk Committee member. Audit Committee met 9 times in 2024; Risk Committee met 5 times in 2024. Committee members (including Bracher) were determined independent under SEC/NYSE rules and financially literate. Audit Committee financial experts identified by the Board (Sulzberger, Talwar); Bracher is listed as an Audit Committee financial expert in director skills.
- Independence, attendance, and engagement: 11 of 12 director nominees are independent; each director attended 75%+ of Board and committee meetings in 2024, and all directors attended the 2024 annual meeting. The Board holds regular executive sessions of independent directors.
- Industry Director classification and safeguards: The Board deemed Bracher an “Industry Director,” which historically imposed composition limits (max 36% Industry Directors), quorum rules, and excluded Industry Directors from nominating/selecting directors; up to one-third of Audit/Risk/HRCC/NCG could be Industry Directors. Stockholders approved an amendment in June 2025 to remove the Industry Director concept.
- Board policies enhancing governance: Majority voting, proxy access, director stock ownership guidelines, limits on number of public boards (four), annual Board/committee self-evaluations, and independent chair structure.
- Audit Committee report: Bracher signed the April 2025 Audit Committee report recommending inclusion of audited financials in the 2024 Form 10-K.
Fixed Compensation (Director)
| Year | Annual Board Retainer (Cash) | Audit Committee Retainer (Cash) | Risk Committee Retainer (Cash) | Total Cash Fees |
|---|---|---|---|---|
| 2024 | $100,000 | $20,000 | $20,000 | $140,000 |
| Year | Stock Awards (Grant Date Fair Value) | All Other Compensation | Total |
|---|---|---|---|
| 2024 | $245,310 | — | $385,310 |
Notes:
- 2024 director pay levels were unchanged vs. 2023. FW Cook reviews director compensation relative to the same peer group used for executive compensation.
Performance Compensation (Director Equity Structure)
| Grant Date | Instrument | Shares Granted | Grant-Date Price | Fair Value | Vesting/Restrictions | Performance Metrics |
|---|---|---|---|---|---|---|
| June 18, 2024 | Restricted Stock | 545 | $450.11/share | $245,310 | Immediately vested; four-year transfer restriction. Directors elect RS or DSUs. | None (director equity is time-based; no performance conditions). |
Other Directorships & Interlocks
| External Company | Relationship to Payments Ecosystem | Governance consideration at MA |
|---|---|---|
| Itaú Unibanco Group | Large financial institution; likely Mastercard network member/customer partner | Bracher classified as Industry Director under legacy rules; industry ties triggered composition and nomination restrictions. Stockholders removed Industry Director concept in 2025, easing structural constraints. |
Expertise & Qualifications
- Consumer, payments, financial & risk, global perspective, public company board experience, regulatory & governmental, sustainability, technology/digital & innovation; Audit Committee financial expert.
- Former CEO and director of a publicly-traded bank; deep experience in highly regulated industries and with regulators.
Equity Ownership
| As-of Date | Direct/Indirect Owned (a) | Obtainable Within 60 Days (b) | Total Beneficially Owned (c = a+b) |
|---|---|---|---|
| Mar 31, 2024 | 1,384 | 572 | 1,956 |
| Apr 7, 2025 | 0 | 2,501 | 2,501 |
Footnotes:
- “Obtainable within 60 days” includes options exercisable, RSUs vesting, DSUs receivable, and restricted stock with restrictions removable within 60 days of the date referenced (or, for directors, within 60 days of termination of service).
- Director stock ownership guideline: 5x annual cash retainer within six years; all current non-employee directors exceed the guideline. Hedging and pledging of Mastercard stock are prohibited.
Shareholder Support (Director Elections)
| Year | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| 2022 | 808,841,229 | 900,743 | 561,833 | 47,548,428 |
| 2023 | 794,086,889 | 3,828,481 | 623,814 | 44,000,942 |
| 2024 | 779,166,549 | 1,195,728 | 697,144 | 46,933,575 |
| 2025 | 761,662,758 | 909,924 | 599,501 | 46,733,115 |
Governance Assessment
- Strengths for investor confidence:
- Strong shareholder support across four years; consistent “For” votes with minimal opposition.
- Robust committee engagement (Audit, Risk), with documented 2024 meeting cadence; independence confirmed under SEC/NYSE.
- Attendance and engagement solid: 75%+ attendance threshold met; all directors attended the 2024 annual meeting; Board runs regular independent executive sessions.
- Ownership alignment: Director guideline (5x retainer) exceeded at Board level; equity awards structured as RS/DSUs with holding restrictions; hedging and pledging prohibited.
- Potential conflicts and mitigants:
- Industry ties via Itaú Unibanco classified him as an Industry Director under legacy rules; governance documents imposed compositional and nomination limits to mitigate conflicts. Stockholders removed the Industry Director concept in 2025, reducing structural constraints but increasing reliance on standard independence tests and committee oversight.
- RED FLAGS: None apparent from disclosures (no attendance issues; no pledging; no director-related related-person transactions identified in the proxy sections reviewed). Note: the proxy’s related-person transaction disclosure referenced an employee relationship elsewhere (Maguire/Vosburg), not involving Bracher.
Compensation mix indicates alignment with long-term value: 2024 cash $140,000 vs. equity $245,310 (~64% equity), with four-year transfer restrictions on equity awards.