Edward McLaughlin - President & Chief Technology Officer, Mastercard Technology | Mastercard (MA) Executive Profile & Compensation

About Edward McLaughlin

Edward McLaughlin is President & Chief Technology Officer, Mastercard Technology, on the Management Committee alongside the CEO and CFO . He joined Mastercard in 2005, progressing through leadership roles in franchise development (2008), emerging payments (2010), CIO, and became President, Operations & Technology in 2017 before assuming his current role . McLaughlin holds a degree from the University of Pennsylvania’s Wharton School . During his tenure, company performance has been strong: in 2024, net revenue rose to $28.2B (+12% YoY), GAAP net income reached $12.9B (+15%), and diluted EPS was $13.89 (+17%); adjusted diluted EPS was $14.60 (+21%) and cash from operations was $14.8B . Mastercard’s stock price increased roughly 6x over the decade ended 2024 and returned $13.4B to shareholders in 2024 .

Past Roles

Organization	Role	Years	Strategic Impact
Mastercard	Head of Bill Payment & Healthcare	2005	Entered bill pay/healthcare verticals to expand electronic payment use cases .
Mastercard	Chief Franchise Development Officer	2008	Strengthened network rules/partner alignment to support scalable, secure growth .
Mastercard	Chief Emerging Payments Officer	2010	Led digital strategy and platforms including Masterpass, Send, and MDES tokenization, foundational for wallet/token growth .
Mastercard	Chief Information Officer	~2016–2017	Directed product development and global tech hubs; implemented IT digital roadmap .
Mastercard	President, Operations & Technology	2017–	Oversaw global network, processing, information security, and technology operations .
Mastercard	President & CTO, Mastercard Technology	Current	Executive leadership of technology organization enabling resiliency, security, AI-driven fraud prevention .

External Roles

Organization	Role	Years	Strategic Impact
Metavante	Product & Strategy Leader	—	Scaled financial technology product strategy, informing later network and tokenization initiatives .
Paytrust	Co-founder & CEO	—	Built online payments platform acquired by Metavante in 2002; direct-to-consumer bill pay expertise .
LogicWorks, Inc.	EVP, Product & Marketing	—	Enterprise data modeling software experience; product leadership in data/tech .

Fixed Compensation

Metric	2023
Base Salary ($)	$670,833
Actual Annual Bonus ($)	$983,742

Notes: Target bonus percentage for McLaughlin not disclosed. 2024 corporate bonus funding score was 119.7% of target (financial score 126%; 5% reserved for differentiation) .

Performance Compensation

Annual Incentive Structure (Company-wide 2024)

Metric	Weighting	Threshold	Target	Maximum	2024 Adjusted Actual	Financial Score
Adjusted Net Income ($mm)	67%	$12,324	$13,489	$14,653	$13,865	132%
Adjusted Net Revenue ($mm)	33%	$26,819	$28,330	$29,840	$28,544	114%
Corporate Funding Score	—	—	—	—	—	126%; final 119.7% after reserve

Long-Term Incentive Awards (Grant on Mar 1, 2024)

Instrument	Grant Value ($)	Vesting	Key Terms
PSUs	$3,420,000	3-year performance period (2024–2026)	50% adjusted EPS growth + 50% adjusted net revenue growth averaged over three years; relative TSR modifier ±50%; mandatory 1-year post-vest holding; dividend equivalents during holding .
RSUs	$1,140,000	3 equal annual installments beginning Mar 1, 2025	Counts toward ownership; no dividend equivalents prior to vest; vesting-based retention .
Stock Options	$1,140,000	3 equal annual installments beginning Mar 1, 2025	Exercise price $476.63 (closing price on grant date); 10-year term; performance-based value via stock appreciation .

PSU Outcomes (Prior Cycle)

PSU Grant	Performance Period	Pre-TSR Financial Score	Relative TSR Percentile	TSR Modifier	Payout Rate
2022 PSU	2022–2024	100.2%	73rd percentile	145.0%	145.3%

Equity Ownership & Alignment

Category	Detail
Stock Ownership Requirement	4x base salary for Management Committee members; retain ≥50% of net shares from each RSU/PSU vest until compliant; all NEOs met requirements (McLaughlin was an NEO in 2023) .
Hedging/Pledging	Prohibited for employees and directors; no margin pledging absent cash coverage; insider trading policy with Rule 10b5-1 plan pre-clearance .
Deferred PSUs (as of 12/31/2023)	Aggregate balance $408,094; 2023 accruals $72,304; deferred PSU value from 2023 vesting $335,790 .
2023 Stock Vested & Option Exercises	4,794 shares vested ($1,822,836); 20,000 options exercised ($5,717,820) .

Outstanding Equity (12/31/2023)

Instrument	Exercisable (#)	Unexercisable (#)	Exercise Price	Expiration
Options (2017)	25,908	—	$112.31	3/1/2027
Options (2018)	21,392	—	$173.49	3/1/2028
Options (2019)	19,800	—	$227.25	3/1/2029
Options (2020)	6,507	2,169	$290.25	3/1/2030
Options (2021)	3,272	3,272	$362.90	3/1/2031
Options (2022)	2,914	5,830	$344.48	3/1/2032
Options (2023)	—	7,791	$353.50	3/1/2033
RSUs (Unvested)	—	13,903	—	—
PSUs (Unearned, Max Assumption)	—	29,534	—	—
RSUs Market Value	—	$5,929,769	—	—
PSUs Market/Payout Value	—	$12,596,546	—	—

RSU vest cadence is annual tranches; option vesting schedules for 2017–2021 are 25% per year each March 1, and for 2022–2023 are 33.33% per year each March 1 .

Employment Terms

Mandatory retirement at age 65; severance/benefit eligibility and restrictive covenants apply per plan documents .
“Double-trigger” change-in-control: severance payable only upon qualifying termination within 6 months before or 2 years after a change in control; includes base salary continuation for 24 months and average bonus over prior 2 years, pro rata current-year bonus, COBRA/retiree medical, outplacement; robust release and restrictive covenants (non-compete/non-solicit) required .
Restrictive covenants: 12-month non-compete for LTI; 18-month or length of severance non-compete/non-solicit for severance; 2-year non-compete/non-solicit after change-in-control .
Clawback and equity forfeiture policies; no excise tax gross-ups; no dividend equivalents on unvested equity .

Potential Payments (as of 12/31/2023, McLaughlin)

Scenario	Cash Severance	Annual Incentive	RSUs	Unexercisable Options	PSUs	Other Benefits	Total
Voluntary (Retirement-eligible)	—	—	$2,343,246	$1,550,736	$8,414,189	—	$12,308,171
Without Cause/Good Reason	$2,716,142	$983,742	$2,343,246	$1,550,736	$8,414,189	$53,942	$16,061,997
Termination Following CoC	$3,431,082	$983,742	$2,343,246	$1,550,736	$8,414,189	$53,942	$16,776,937

In change-in-control scenarios where performance cannot be assessed, PSUs vest at target; severance cash reflects two times base + average of prior two years’ bonus per the Change in Control Severance Plan (subject to 280G best-net provisions) .

Investment Implications

Alignment: Strong equity ownership requirement (4x salary), mandatory post-vest holding on PSUs, and prohibition on hedging/pledging reduce misalignment risk . Company-wide pay-for-performance uses adjusted net income/revenue and relative TSR for PSUs, with 2022 PSU payout at 145.3% reflecting execution against multi-year growth .
Retention risk: Mandatory retirement at 65 and sizable severance/change-in-control protections suggest manageable transition risk; non-compete/non-solicit clauses protect IP and franchise post-departure .
Selling pressure: 2023 realized value from option exercises ($5.72M) and annual RSU/PSU vesting imply periodic liquidity events; sizable unvested RSUs/PSUs and scheduled option vesting through 2026 could lead to recurring share sales around March vest dates .
Performance linkage: Annual bonus funded at 119.7% for 2024 based on adjusted profitability and revenue targets; long-term PSUs balance top/bottom-line growth with TSR, supporting durable incentive alignment in a business delivering double-digit adjusted EPS and robust cash generation .

Say-on-pay support of 95% affirms shareholder acceptance of pay design and governance controls (no pledging/hedging, clawbacks, double trigger) .