Gabrielle Sulzberger
MastercardAbout Gabrielle Sulzberger
Independent director of Mastercard since December 2018; age 65 at the 2025 Annual Meeting. Senior Managing Director at Centerbridge Partners (since January 2024) and Senior Advisor at Teneo (since April 2024). Former private equity GP and multi-company CFO; designated by Mastercard’s Board as an Audit Committee financial expert based on experience and qualifications. Committee memberships: Audit and Nominating & Corporate Governance (NCG); attended at least 75% of Board/committee meetings in 2024 and attended the 2024 annual meeting. Independence affirmed by the Board; hedging/pledging of company stock is prohibited by policy.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fontis Partners, L.P. | General Partner | 2005–2018 | Private equity leadership; financial oversight |
| Two Sigma Impact | Senior Advisor | 2020–2024 | ESG and impact investing advisory |
| Gluecode Software Inc. | Chief Financial Officer | Not disclosed | Financial leadership; open-source software experience |
| Crown Services | Chief Financial Officer | Not disclosed | Financial leadership |
| Teneo | Chair, Global ESG Practice | Not disclosed | Led ESG advisory practice |
| Whole Foods Market, Inc. | Board Chair (prior) | Not disclosed | Governance leadership at a major merchant |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eli Lilly and Company | Director | Current | Audit Committee; Directors & Corporate Governance Committee |
| Acorns Advisers, LLC | Director | Current | Fintech/consumer investing oversight |
| Sesame Workshop | Chair of Board of Trustees | Current | Non-profit leadership; governance oversight |
Board Governance
- Committees: Audit; Nominating & Corporate Governance (NCG). Audit Chair: Julius Genachowski; NCG Chair: Merit E. Janow. 2024 meetings: Audit (9); NCG (4). Ms. Sulzberger is identified by the Board as an Audit Committee financial expert.
- Independence: Board affirmatively determined all directors other than the CEO are independent; Sulzberger meets NYSE independence standards.
- Attendance: Each director attended ≥75% of Board/committee meetings in 2024; all directors attended the 2024 annual meeting.
- Governance practices: Independent Chair; majority voting; proxy access; director stock ownership guidelines; limit of four public boards; NCG reviews director time commitments annually.
- Risk oversight: Audit and Risk Committees coordinate on risk; NCG oversees governance and ESG; Risk Committee oversees cybersecurity/information security.
Fixed Compensation
| Year | Annual Board Retainer (Cash) | Committee Retainers (Cash) | Other Cash | Total Cash Fees | Annual Equity Grant (Grant-date fair value) | Form of Equity |
|---|---|---|---|---|---|---|
| 2024 | $100,000 | Audit $20,000; NCG $12,500 → $32,500 | $5,000 charitable/PAC matching | $132,500 | $245,310 | 545 DSUs (immediately vested; 4-year transfer restriction; share price used $450.11 on June 18, 2024) |
- Director compensation elements were unchanged versus 2023; HRCC, with independent consultant FW Cook, benchmarks against peer companies; Board determines director compensation.
Performance Compensation
| Performance Metric | Applied to Director Compensation | Notes |
|---|---|---|
| N/A | Not used | Annual equity grants to non-employee directors are immediately vested (restricted stock or DSUs) with transfer restrictions; no performance-vesting metrics disclosed for directors. |
Other Directorships & Interlocks
| Company | Status | Committee Roles |
|---|---|---|
| Eli Lilly and Company | Current | Audit; Directors & Corporate Governance |
| Cerevel Therapeutics Holdings, Inc. | Past | Not disclosed |
| Warby Parker Inc. | Past | Not disclosed |
| Bright Horizons Family Solutions Inc. | Past | Not disclosed |
| Brixmor Property Group Inc. | Past | Not disclosed |
| The Stage Stores, Inc. | Past | Not disclosed |
| Teva Pharmaceutical Industries Limited | Past | Not disclosed |
| Whole Foods Market, Inc. | Past | Chair (prior) |
- NCG reviews director time commitments annually and changes in responsibilities; directors generally limited to four public company boards.
- No related-party transactions involving directors were disclosed; any transaction >$120,000 with related persons requires Board approval/ratification by independent directors.
Expertise & Qualifications
- Financial expertise: Former CFO; private equity GP; designated Audit Committee financial expert by the Board.
- Payments/consumer/technology: Experience at merchants and open-source software company; provides consumer insight and digital/innovation experience relevant to payments.
- ESG leadership: Led ESG advisory practice at Teneo; current governance roles at Eli Lilly and Sesame Workshop.
- Global perspective and public company board experience across multiple sectors.
Equity Ownership
| Holder | Direct/Indirect Shares | Obtainable Within 60 Days (Options/RSUs/DSUs) | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|
| Gabrielle Sulzberger | 1,621 | 3,257 | 4,878 | <1% (each director/officer <1%; 902,487,192 shares outstanding) |
- Footnote: “Obtainable within 60 days” includes stock options exercisable, RSUs vesting, DSUs receivable, and restricted stock with restrictions removable within 60 days; for non-employee directors, includes DSUs/restricted stock settled or restrictions removed within 60 days of termination of service.
- Stock ownership guidelines: Directors must reach 5x annual cash retainer within six years; all current non-employee directors exceed guideline levels. Hedging and pledging are prohibited.
Insider Trades
| Date Filed | Transaction Date | Form | Security | Type | Quantity | Notes |
|---|---|---|---|---|---|---|
| 2025-06-26 | 2025-06-24 | Form 4 | Class A Common Stock | Award (DSU) | 458 | DSU award fully vested at grant; settles upon termination of service; POA filed (Craig Brown as attorney-in-fact). |
Governance Assessment
- Board effectiveness and engagement: Active participation evidenced by ≥75% attendance and 100% attendance at the 2024 annual meeting; Sulzberger serves on two core governance committees (Audit, NCG), contributing financial literacy and ESG oversight.
- Independence and conflict safeguards: Independence affirmed; robust related-party transaction approvals; NCG monitors director time commitments; hedging/pledging prohibited—reduces misalignment risk.
- Ownership alignment: Meets/exceeds director stock ownership guidelines; holds DSUs and shares consistent with long-term alignment; total beneficial ownership <1% as is customary for directors.
- Compensation structure: Cash plus immediately vested equity with transfer restrictions; no performance-vesting metrics for directors; 2024 fees and grant levels consistent with peers and unchanged YoY—neutral signal on pay inflation.
- RED FLAGS: None disclosed—no related-party transactions, no pledging, strong attendance, independence affirmed; continued monitoring warranted given concurrent roles (Centerbridge, Eli Lilly), though the Board’s independence determinations and time-commitment reviews mitigate concerns.