George Maddaloni
MastercardAbout George Maddaloni
George Maddaloni is Chief Technology Officer, Operations at Mastercard and a member of the company’s Management Committee, leading Operations, Network and Employee Digital Experience (“ONE”) to deliver operational performance and modernize infrastructure and platform services underpinning Mastercard’s real‑time payments network . He brings 30+ years of financial services and technology experience, previously serving as CTO at AIG and senior infrastructure/network leadership roles at UBS and AT&T; he holds a B.S. in Mechanical Engineering (Johns Hopkins), an M.S. in Technology Management (Stevens Institute of Technology), and an MBA in Finance (Fordham Gabelli) . Company context during his tenure: Mastercard delivered 2024 GAAP net revenue $28.2B (+12%), net income $12.9B (+15%), diluted EPS $13.89 (+17%), with Adjusted net revenue $28.2B (+13%) and Adjusted EPS $14.60 (+21%); GDV reached $9.8T and switched transactions 159.4B .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AIG | Chief Technology Officer (Global CTO); prior Global Head of Core Services; Global Head of Network & Regional Services | 2015–2020 (roles across 2015–2020) | Led computing, cloud, network, employee and identity access services; partnered with business CIOs on modernization . |
| UBS | Managing Director, Americas Infrastructure and Global Network Operations | 2013–2015 | Ran regional infrastructure and global network operations supporting mission-critical financial services workloads . |
| AT&T | VP, Global Managed Services & Outsourcing; earlier executive roles in architecture & service delivery | ~1997–2013 | Ran enterprise networks for AT&T and Fortune 100 companies; built large-scale network and managed services capabilities . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Technology Business Management (TBM) Council | Board of Directors (member) | Ongoing | Advises on technology financial management practices . |
| CNBC Technology Executive Council | Member | Ongoing | Shares executive insights on agentic AI and operations; discussed 11% faster product onboarding via AI agents . |
| BT Advisory Board | Member | Ongoing | Industry advisory role . |
| Palo Alto Networks Advisory Board | Member | Ongoing | Security advisory role . |
| PowerMyLearning National Board | Vice Chairman | Ongoing | Non-profit board leadership . |
| SustainableIT.org | Board of Directors | Ongoing | Sustainability in IT leadership . |
Fixed Compensation
- Maddaloni is not a named executive officer (NEO) in the 2024–2025 proxy tables, so his base salary and annual bonus target are not specifically disclosed .
- Program overview for executive officers: base salary is the fixed portion of total direct compensation; reviewed annually considering market data, scope, and contributions .
Performance Compensation
Mastercard’s executive incentive architecture (applies to executive officers; NEO metrics disclosed)
- Annual bonus plan mechanics: Corporate score derived from financial metrics (Adjusted Net Income 67%, Adjusted Net Revenue 33%), plus ESG modifier (±10 ppt, removed for 2025), and strategic performance adjustment (+10/−20 ppt). 2024 corporate score funded at 126%, with 5% held back for differentiation, yielding a 119.7% final corporate score .
| Metric (Annual Bonus) | Weight | 2023 Adjusted Actual ($mm) | Threshold (50%) | Target (100%) | Max (200%) | 2024 Adjusted Actual ($mm) | Score |
|---|---|---|---|---|---|---|---|
| Adjusted Net Income (SEAICP) | 67% | 11,800 | 12,324 | 13,489 | 14,653 | 13,865 | 132% |
| Adjusted Net Revenue | 33% | 25,054 | 26,819 | 28,330 | 29,840 | 28,544 | 114% |
| Final Corporate Score | — | — | — | — | — | — | 119.7% |
- Long-term incentives (PSUs, RSUs, Stock Options): PSUs (60%) measured on three 1‑yr Adjusted Net Revenue and EPS growth metrics averaged over 3 years, modified by relative TSR vs S&P 500 (±50 ppt), payout 0–200%; PSUs subject to mandatory 1‑year post‑vest holding; RSUs (20%) vest in 3 equal annual installments; stock options (20%) 10‑year term, 3‑year ratable vesting (2024 grant exercise price $476.63) .
Example PSU payout (2022 grant settled in 2025)
| Measure | Threshold | Target | Max | Actual | Score / Modifier | Final |
|---|---|---|---|---|---|---|
| Average Financial Score (Adj. Net Rev & EPS) | — | — | — | See lines | 100.2% | — |
| 3‑yr Relative TSR vs S&P 500 | 25th pct (50%) | 50th pct (100%) | 75th pct (150%) | 73rd pct | 145.0% modifier | 145.3% payout |
Equity Ownership & Alignment
| Topic | Company Policy / Practice |
|---|---|
| Stock ownership requirement | Management Committee members must attain ownership multiples; “Remaining Management Committee members” 2× base salary. Executives must retain at least 50% of net shares from each RSU/PSU vest until compliant; earned PSUs in post‑vest holding count toward requirement (options and unvested RSUs/PSUs do not) . |
| Post‑vest holding | PSUs have a mandatory one‑year post‑vest holding period; dividend equivalents accrue during holding . |
| Hedging/Pledging | Prohibited: hedging, short‑term/speculative trading, holding in margin accounts without cash coverage, and pledging Mastercard securities as loan collateral . |
| Individual holdings disclosure | Proxy’s stock ownership table lists directors and select executive officers; Maddaloni is not enumerated, and individual beneficial ownership is not disclosed for him . |
Employment Terms
| Provision | Key Terms |
|---|---|
| Change‑in‑control | Company mandates “double‑trigger” provisions for plans contemplating a change in control (i.e., requires both CIC and qualifying termination for vesting/severance) . |
| Clawbacks (financial restatement) | Mandatory recovery of cash and equity incentive comp paid/earned in excess due to materially inaccurate financial results; PSU agreements enable recovery of shares or sale proceeds; policy attached to 2024 Form 10‑K . |
| Misconduct‑based recoupment | Enhanced provisions (2023–2024) allow recovery where conduct constitutes “cause” under LTIP or other detrimental behavior causing reputational/material harm . |
| Non‑compete / Non‑solicit | Participation in LTIP conditioned on signing non‑competition (12 months) and non‑solicitation (24 months) covenants post‑termination; violations allow recovery of gains from options exercised and value of vested stock awards during prior two years, or SEAICP payouts if none vested . |
| Insider trading policy | Comprehensive policies for directors/officers/employees; prohibits hedging/pledging and governs trading windows . |
Performance & Track Record
- Operational and AI execution: As CTO of Operations, Maddaloni has highlighted Mastercard’s use of agentic AI to improve onboarding speed (~11% faster) and accelerate information surfacing for consultants across 40,000 sources—signals of velocity and productivity gains in technology operations .
- Company performance backdrop: 2024 GAAP net revenue $28.2B (+12%), GAAP diluted EPS $13.89 (+17%), Adjusted net revenue $28.2B (+13%), Adjusted net income $13.5B (+18%); GDV $9.8T and switched transactions 159.4B; stock price increased >6x from 2014 to 2024, and annualized TSR outperformance is embedded in PSU design and payout outcomes .
Compensation Governance (context)
- Say‑on‑pay: 2024 say‑on‑pay received 95% support; at the 2025 annual meeting, executive compensation was approved on an advisory basis (For 728.15M; Against 33.00M; Abstain 2.02M) .
- Positive pay practices: Independent consultant, stock ownership requirements, robust clawbacks, double‑trigger CIC, no hedging/pledging, no excise tax gross‑ups, no repricing .
Investment Implications
- Alignment: Strong pay‑for‑performance architecture (Adjusted Net Income/Revenue in bonus, PSU EPS/Revenue with TSR modifier; mandatory PSU post‑vest holding) reduces misalignment risk and moderates near‑term insider selling via retention requirements until ownership compliance .
- Retention risk: Non‑compete (12 months) and non‑solicit (24 months) covenants plus clawback/enhanced misconduct recovery increase costs of departure/misconduct, supporting retention and governance quality .
- Execution signals: Reported AI‑enabled efficiency improvements in onboarding and knowledge surfacing indicate operational leverage in Maddaloni’s remit; sustained enterprise performance and TSR linkage in LTI suggest continued incentive alignment with shareholder value creation .
- Disclosure gap: Absence of individual compensation and holdings data (not an NEO) limits direct pay benchmarking; investors should monitor Form 4s and future proxies for any elevation to NEO status or specific comp changes .