Choon Phong Goh
MastercardAbout Choon Phong Goh
Choon Phong Goh (age 61 at the 2025 Annual Meeting) is an independent non‑employee director of Mastercard, serving since April 2018. He is the CEO of Singapore Airlines, bringing deep global consumer, aviation, finance and IT experience; prior roles at SIA included finance and IT leadership, EVP Marketing & the Regions, and President, Cargo . He is designated independent by the Board (all non‑management directors except the CEO are independent) , and currently serves on Mastercard’s Nominating & Corporate Governance and Risk Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Singapore Airlines Limited | CEO | Jan 2011 – Present | Leads global airline; brings talent management, culture and sustainability experience to boards |
| Singapore Airlines Limited | EVP, Marketing & the Regions; President, Cargo | Prior to 2011 | Finance and IT background adds information security and financial understanding |
| International Air Transport Association (IATA) | Member, Board of Governors (prior) | Not disclosed | Global aviation governance exposure |
External Roles
| Organization | Role | Public/Private | Committees/Notes |
|---|---|---|---|
| Singapore Airlines Limited | Director (in addition to CEO) | Public | Current public company board |
| Budget Aviation Holdings Pte Ltd (100% owned by SIA) | Chairman | Private | Subsidiary leadership |
| Air India Limited | Director | State-owned/Public (India) | Director appointment expands aviation network exposure |
| SIA Engineering Company Limited (majority-owned by SIA) | Director | Public (SGX) | Compensation & HR Committee member |
Board Governance
- Committee assignments: Nominating & Corporate Governance (member) and Risk (member); not a committee chair .
- Independence: Independent director (Board affirms all non‑management directors except the CEO are independent) .
- Attendance: In 2024, each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Tenure and refreshment: Director since April 2018 (≈7 years of service as of 2025); Board average independent director tenure 7.7 years; annual evaluations and time‑commitment reviews conducted by NCG .
- Executive sessions: Independent directors meet in regular executive sessions without management; presided over by the independent Board Chair .
Fixed Compensation
| Component (USD) | 2023 | 2024 | Notes |
|---|---|---|---|
| Annual cash retainer | $100,000 | $100,000 | Unchanged YoY; structure unchanged in 2024 |
| NCG member fee | $12,500 | $12,500 | Member fee level |
| Risk member fee | $18,750 | $20,000 | Risk member fee increased in 2H23; 2024 level shown |
| Total cash fees (earned) | $131,250 | $132,500 | Matches detailed fee breakdowns |
| Other compensation (charitable matching) | $0 | $7,463 | Company matching contributions |
| Total director compensation (cash + equity + other) | $376,359 | $385,273 | Includes equity award fair value below |
Performance Compensation
| Equity Element | 2023 | 2024 | Terms/Design |
|---|---|---|---|
| Annual equity grant (fair value) | $245,109 (642 DSUs) | $245,310 (545 restricted shares) | Annual grant upon election; immediately vested with four‑year transfer restriction; form elected by director (RS or DSUs) |
| Reference share price | $381.79 (6/27/2023) | $450.11 (6/18/2024) | Used to convert grant value to units |
| Vesting/holding | DSUs/RS immediately vested; 4‑year transfer restriction | Same | No dividend equivalents before vesting; standard director terms |
Notes:
- Director compensation is not tied to financial performance metrics; it is a mix of cash retainers and time‑based equity chosen as RS or DSUs with a transfer restriction to align interests .
Other Directorships & Interlocks
| Potential Interlock Area | Observation |
|---|---|
| Payments industry “Industry Director” status | Not designated as an “Industry Director” (Board has deemed Bracher, Davis, Matsumoto as Industry Directors) . |
| Related‑party transactions | No related‑party transactions disclosed for Mr. Goh; only disclosed related‑person transaction involved another executive family member (Vosburg) . |
| Time commitments | NCG annually reviews director commitments and any material changes; directors must notify the company before accepting other public boards . |
Expertise & Qualifications
- Global consumer and aviation operator with finance and IT lineage; brings information security, financial understanding, talent management, culture development and sustainability/climate perspective .
- Board‑level risk and governance exposure through service on Mastercard’s Risk and NCG committees .
- International leadership and public company experience through SIA and other aviation boards .
Equity Ownership
| Beneficial Ownership (as of April 7, 2025) | Shares |
|---|---|
| Direct and indirect Class A shares owned | 1,535 |
| Shares obtainable within 60 days (options/RSUs/DSUs/restricted stock releasable) | 3,808 |
| Total beneficial ownership | 5,343 |
Additional alignment policies:
- Director stock ownership guideline = 5x annual cash retainer; all current non‑employee directors exceed guideline .
- Hedging and pledging of Mastercard stock are prohibited for directors and employees .
Governance Assessment
- Strengths
- Independent director with relevant committee roles (Risk; NCG) that align to cybersecurity, enterprise risk, governance oversight and public policy/legal matters .
- Robust ownership alignment via annual equity grants and stock ownership guidelines; hedging/pledging prohibited .
- Attendance and engagement standards met in 2024, with Board‑wide ≥75% attendance and full annual‑meeting attendance .
- Monitoring points
- Significant external executive role (CEO of SIA) and several outside directorships; however, NCG conducts annual time‑commitment reviews and requires advance notice before new public boards .
- No related‑party transactions disclosed for Goh; he is not an “Industry Director,” reducing competitive‑ecosystem conflict risk within Mastercard’s charter constraints .
Overall signal: Independent, internationally experienced operator contributing to Risk and Governance oversight with solid alignment through stock ownership; limited conflict indicators in disclosures and active Board processes to monitor director commitments .