Craig Vosburg
MastercardAbout Craig Vosburg
Craig Vosburg is Mastercard’s Chief Services Officer, a role he assumed on April 9, 2024 after serving as Chief Product Officer (2021–2024; and previously 2014–2015) and President, North America (2016–2020). He is 57 and has held multiple senior roles at Mastercard since at least 2010, including Executive Vice President, U.S. Market Development and leadership across Advisors regions. Prior to Mastercard, he worked in financial services consulting at Bain & Company and A.T. Kearney, and was Vice President at CoreStates Financial Corporation .
Mastercard’s 2024 performance underpins executive pay structures: GAAP net revenue was $28.2B (up 12%), GAAP net income $12.9B (up 15%), and diluted EPS $13.89 (up 17%); adjusted results were stronger, with adjusted EPS up 21%. Ten-year stock price growth (2014–2024) rose over 6x, and 2022–2024 PSUs paid out at 145.3% with relative TSR at the 73rd percentile vs. S&P 500, evidencing multi-year value creation embedded in long-term incentives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mastercard | Chief Services Officer | 2024–present | Leads globally value-added services (fraud, cybersecurity, consulting, loyalty, open banking, data/AI) to differentiate payment offerings and diversify revenue . |
| Mastercard | Chief Product Officer | 2021–2024; 2014–2015 | Drove product strategy and innovation; prior stint preceded North America presidency . |
| Mastercard | President, North America | 2016–2020 | Led regional P&L and strategy execution across issuers/merchants . |
| Mastercard | EVP, U.S. Market Development | 2010–2014 | Commercial growth and client development; built scale in U.S. markets . |
| Mastercard Advisors | Regional leadership (U.S. & Canada; SE Asia, Greater China, South Asia/Middle East/Africa) | Pre-2010–2014 | Grew services footprint across multiple geographies . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bain & Company | Senior member – Financial Services practice | Prior to Mastercard | Strategy consulting across banking/payments; execution rigor . |
| A.T. Kearney | Senior member – Financial Services practice | Prior to Mastercard | Operations and strategy in financial services . |
| CoreStates Financial Corporation | Vice President | Prior to Mastercard | Banking operating experience . |
Fixed Compensation
| Component | 2024 Detail | Notes |
|---|---|---|
| Base Salary ($) | $768,182 | HRCC raised base to $775,000 effective April 9, 2024 upon CSO appointment . |
| Target Bonus (% of Base) | 132.5% (prorated; increased to 135% in April 2024) | Target bonus $1,026,876, reflecting proration of increase . |
| Actual Bonus Paid ($) | $1,475,005 | Payout reflects corporate score and IPF . |
Performance Compensation
Annual Incentive Mechanics and Outcomes (SEAICP 2024)
| Metric (Weight) | 2023 Adjusted Actual | 2024 Target | 2024 Actual | Score | Notes/Vesting |
|---|---|---|---|---|---|
| Adjusted Net Income (67%) | $11,800M | $13,489M | $13,865M | 132% | Cash bonus; plan funding starts from financial score . |
| Adjusted Net Revenue (33%) | $25,054M | $28,330M | $28,544M | 114% | Cash bonus . |
| ESG Modifier | n/a | ±10 ppt potential | Net +3.5 ppt on inclusion; −3.5 ppt on gender pay metric; total 0 ppt | 0 ppt | Removed for 2025 plan . |
| Strategic Performance Adjustment | n/a | ±10/−20 ppt range | No adjustment | 0 ppt | Alignment with priorities . |
| Corporate Score | — | — | — | 119.7% | 5% reserved reduced funding from 126% to 119.7% . |
| Individual Performance Factor (IPF) | — | — | — | Applied to NEOs | Vosburg objectives focused on services growth and AI/data . |
Long-Term Incentives (2024 Grants and PSU Design)
| Instrument | Grant Dates | Mix/Weight | Key Terms | Values/Counts |
|---|---|---|---|---|
| PSUs | Mar 1, 2024; Apr 9, 2024 | 60% of LTI | 3 one-year adjusted net revenue + 3 one-year adjusted EPS metrics (equal weight), averaged; relative TSR modifier vs S&P 500 ±50 ppt; payout 0–200%; 1-year post-vest holding; vest at end of 2024–2026 period; shares due Mar 1, 2027 . | Mar 1 target: 9,316 units; Apr 9 target: 1,780 units; grant date FV $4,781,158 and $877,415, respectively . |
| RSUs | Mar 1, 2024; Apr 9, 2024 | 20% of LTI | Vest 33.33% annually on Mar 1, 2025/2026/2027 . | 3,137 units (Mar 1; $1,480,225 FV) and 600 units (Apr 9; $280,446 FV) . |
| Stock Options | Mar 1, 2024; Apr 9, 2024 | 20% of LTI | 10-year term; vest 33.33% annually on Mar 1, 2025/2026/2027 (or grant anniversary); exercise price $476.63 (Mar) and $472.16 (Apr) . | 8,989 (Mar; $1,480,129 FV) and 1,758 (Apr; $280,014 FV) option shares . |
PSU Payout History (2012–2024 Award Settled in 2025)
| Component | Threshold | Target | Maximum | Actual | Score/Payout |
|---|---|---|---|---|---|
| 2022 Adj. Net Revenue Growth | 16% | 20% | 25% | 26.7% | 150.0% |
| 2022 Adj. EPS Growth | 22% | 27% | 31% | 37.2% | 150.0% |
| 2023 Adj. Net Revenue Growth | 13% | 17% | 22% | 14.2% | 66.0% |
| 2023 Adj. EPS Growth | 17% | 22% | 26% | 22.2% | 102.5% |
| 2024 Adj. Net Revenue Growth | 12% | 16% | 21% | 13.1% | 64.7% |
| 2024 Adj. EPS Growth | 17% | 22% | 26% | 18.8% | 68.0% |
| 3-yr CAGR Check | — | Rev 18%; EPS 23% | — | Rev 19.2%; EPS 28.4% | Financial score 100.2% |
| Relative TSR Modifier | 25th/50th/75th percentiles | — | — | 73rd percentile; TSR 42.77% | +45 ppt ⇒ Final payout 145.3% |
Equity Ownership & Alignment
| Category | Data |
|---|---|
| Beneficial Ownership | 115,477 shares: 43,536 directly/indirectly; 71,941 obtainable within 60 days (options/RSUs/DSUs/restricted) . |
| Ownership as % of Outstanding | ~0.013% (115,477 ÷ 902,487,192 shares outstanding as of Apr 7, 2025) . |
| Vested vs Unvested (as of 12/31/2024) | Unvested stock awards: 20,873 shares ($10,991,096); unearned PSU rights: 44,258 units ($23,304,935) . |
| Options – Exercisable/Unexercisable by Grant | Exercisable: 33,008 (3/1/2018, $173.49, exp 3/1/2028); 28,284 (3/1/2019, $227.25, exp 3/1/2029); 11,748 (3/1/2020, $290.25, exp 3/1/2030); 6,951 (3/1/2021, $362.90, exp 3/1/2031); 8,015 (3/1/2022, $344.48, exp 3/1/2032); 3,517 (3/1/2023, $353.50, exp 3/1/2033). Unexercisable: 2,319 (3/1/2021); 4,008 (3/1/2022); 7,034 (3/1/2023); 8,989 (3/1/2024, $476.63, exp 3/1/2034); 1,758 (4/9/2024, $472.16, exp 4/9/2034) . |
| 2024 Exercises/Vests | Exercised 54,168 options (value realized $18,232,651); 15,522 shares vested (value realized $7,387,531), including PSUs deferred for post-vest holding ($5,666,063) . |
| Ownership Guidelines | 4x base salary requirement; must retain ≥50% of net shares until compliant; all NEOs have met ownership requirement . |
| Hedging/Pledging | Company policy prohibits hedging or pledging of Mastercard stock . |
Employment Terms
| Provision | Details |
|---|---|
| Role Change | Appointed Chief Services Officer effective April 9, 2024 (bonus target increased to 135%) . |
| Mandatory Retirement | Required to retire by end of year in which age 65 is reached . |
| Severance – Without Cause/Good Reason | Cash severance: $3,042,796; annual incentive: $1,475,005; RSUs: $4,027,734; PSUs: $16,444,781; unexercisable options: $2,871,305; health/welfare: $23,984; outplacement: $25,000; total $27,910,605 . |
| Change-in-Control (Termination Following CIC) | Cash severance: $4,165,449; annual incentive: $1,475,005; RSUs: $4,027,734; PSUs: $16,444,781; unexercisable options: $2,871,305; health/welfare: $23,984; outplacement: $25,000; total $29,033,259 . |
| CIC Trigger Design | Company mandates double-trigger provisions for plans contemplating a change in control . |
| Clawback | Robust clawback and equity award forfeiture policies maintained . |
| Tax Gross-Ups | No excise tax gross-ups for executive officers; no tax gross-ups except under global mobility programs . |
Vesting Schedules and Insider Selling Pressure
- RSUs: vest 33.33% per year on March 1, 2025/2026/2027 (for 2024 grants) .
- PSUs: performance period 2024–2026; shares vest (if earned) on March 1, 2027 with 1-year post-vest holding .
- Stock Options: 10-year term; vest 33.33% annually beginning March 1, 2025/2026/2027 (or grant anniversary), exercise prices $476.63 (3/1/2024) and $472.16 (4/9/2024) .
- 10b5-1 Trading Plan: Adopted November 14, 2024 to sell up to (i) 33,008 option shares and (ii) 3,100 shares of Class A common stock; expires the earlier of completion or June 30, 2025, signaling scheduled sales and potential near-term supply from option exercises .
Compensation Structure vs Performance Metrics
| Element | Metric Linkage | Weighting/Mechanics | Alignment Notes |
|---|---|---|---|
| Annual Bonus | Adjusted net income; adjusted net revenue; strategic modifier; ESG modifier (removed in 2025) | 67% ANI; 33% ANR; ±10/−20 ppt strategic; ESG ±10 ppt (2024 net 0) | Direct tie to top-line and profitability; supports growth/diversification agenda . |
| PSUs | Adjusted net revenue; adjusted EPS; relative TSR vs S&P 500 | Equal weight revenue/EPS; TSR modifier up to ±50 ppt; payout 0–200% | Balances fundamental growth with stockholder experience; 2022 PSU paid 145.3% . |
| RSUs/Options | Stock price appreciation (options); retention/ownership (RSUs) | RSUs 3-year ratable; options 10-year term | Reinforces long-term ownership and alignment . |
Related Party Transactions and Governance Flags
- Related Party: Tara Maguire (EVP, Financial Operations) shares a household with Craig Vosburg; 2024 compensation $776,020 cash plus $450,000 LTI grants; she does not report to Vosburg and he is not involved in her performance/comp decisions .
- Hedging/Pledging: Prohibited by policy; insider trading policy filed as Exhibit 19.1 to 2024 10-K; robust compliance and whistleblower processes .
- Say-on-Pay: 95% approval at 2024 annual meeting, indicating strong shareholder support for the program .
Equity Ownership & Awards Summary (Detail)
| Item | 2024/2025 Detail |
|---|---|
| Outstanding Equity (12/31/2024) | Unvested stock awards: 20,873 ($10,991,096); unearned equity incentives: 44,258 ($23,304,935) . |
| 2024 Grants (Totals) | PSUs $4,781,158 + $877,415; RSUs $1,480,225 + $280,446; Options $1,480,129 + $280,014 . |
| 2024 Option Exercises/Vests | 54,168 options exercised ($18,232,651); 15,522 shares vested ($7,387,531); deferred PSUs value $5,666,063 under 1-year hold . |
| Beneficial Ownership (4/7/2025) | 43,536 owned; 71,941 obtainable within 60 days; total 115,477 shares ; outstanding shares 902,487,192 . |
Investment Implications
- Pay-for-performance alignment is strong: annual bonus tied to ANI/ANR with strategic oversight; PSUs blend revenue/EPS with relative TSR, evidenced by a 145.3% payout for 2022 awards on 73rd percentile relative TSR. This supports confidence in medium-term execution of services and data/AI growth levers under Vosburg’s remit .
- Retention risk appears mitigated: substantial unvested PSUs/RSUs and strict stock ownership/retention policies (4x salary; post-vest holding) anchor alignment; robust clawback and double-trigger CIC provisions lower governance risk .
- Trading signals: a Rule 10b5-1 plan adopted in November 2024 schedules sales of option shares and limited common stock through June 30, 2025; combined with 2024 option exercises, this introduces near-term technical supply but is pre-planned and within policy .
- Governance and related party transparency are adequate: say-on-pay support at 95%, hedging/pledging bans, and clear disclosure of household relationship without reporting conflicts reduce red-flag concerns .
Note: All compensation, ownership, and plan details reflect disclosures in Mastercard’s 2025 Proxy Statement (DEF 14A) and 2024 Form 10-K. Periods and amounts are as reported by the company.