Greg Ulrich
MastercardAbout Greg Ulrich
Greg Ulrich is Mastercard’s Chief AI and Data Officer, effective May 1, 2024, and a member of the company’s Management Committee, responsible for driving AI and data strategy across the enterprise . Mastercard delivered strong fiscal 2024 performance (GAAP): net revenue $28.2B (+12% YoY), net income $12.9B (+15%), and diluted EPS $13.89 (+17%); on a currency-neutral, adjusted basis, net revenue and net income grew 13% and 18%, respectively, and adjusted diluted EPS rose 21% . The company’s long-term incentive PSUs granted in 2022 vested at 145.3% of target, reflecting multi-year adjusted revenue/EPS performance and a strong 3-year relative TSR vs. the S&P 500, signaling pay-for-performance alignment . Ulrich has publicly articulated Mastercard’s “responsible, inclusive AI” approach in 2025 regional initiatives, underscoring strategic leadership in AI deployment .
Performance Compensation
Annual Incentive (SEAICP) – 2024 Corporate Metrics and Outcome
The annual cash incentive for executive officers is determined by a corporate score (financial metrics plus modifiers) and an individual performance factor. 2024 corporate financial metrics were weighted 67% adjusted net income and 33% adjusted net revenue; the financial score was 126%, with a final corporate score of 119.7% after a 5% reserve for differentiation .
| Metric (USD millions) | Goal Weight | 2023 Adjusted Actual | Threshold (50% payout) | Target (100% payout) | Maximum (200% payout) | 2024 Adjusted Actual | Score |
|---|---|---|---|---|---|---|---|
| Adjusted Net Income | 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% |
| Corporate Score | — | — | — | — | — | — | 119.7% (after -6.3 ppts reserve) |
Modifiers: ESG modifier and strategic performance adjustment were available in 2024; ESG net effect was +/- 0 ppts and strategic adjustment was +/- 0 ppts for 2024 .
Performance Stock Units (PSUs) – 2022 Grant Outcome (Vested in 2025)
PSUs are 60% of LTI value and measure three one-year adjusted net revenue and EPS growth targets, averaged over a 3-year period, with a relative TSR modifier vs. S&P 500 (±50 ppts) and a 0–200% payout range; shares are subject to a mandatory one-year post-vest holding period .
| Measurement | Threshold (50% modifier) | Target (100% modifier) | Maximum (150% modifier) | Actual | Pre-TSU Financial Score | TSR Modifier | Final PSU Payout |
|---|---|---|---|---|---|---|---|
| 3-year Relative TSR (Mar 1, 2022–Dec 31, 2024) | 25th percentile | 50th percentile | 75th percentile | 73rd percentile | 100.2% | 145.0% | 145.3% |
Program design changes effective 2025: TSR target raised to 55th percentile for a 100% modifier and TSR modifier capped at 100% if absolute TSR is negative; financial score range broadened to 0–200% (payout cap remains 200%) .
Equity Ownership & Alignment
| Policy Element | Mastercard Approach |
|---|---|
| Stock Ownership Requirements | CEO: 6x base salary; CFO and other NEOs: 4x; Remaining Executive Leadership Team (ELT): 4x; Remaining Management Committee members: 2x . Executives must retain at least 50% of net shares from each RSU/PSU vesting until compliant; HRCC reviews annually . |
| Prohibitions | Hedging and pledging of Mastercard stock are prohibited . |
| PSU Holding & Dividends | PSUs exclude dividends prior to vest; after vest, shares are deferred for one year and accrue dividend equivalents during the holding period . |
| RSU & Option Design | RSUs vest ratably over three years; stock options vest in three equal annual installments and have a 10-year term; options are not eligible for dividends . |
| Grant Timing Practices | Annual equity grants approved prior to March 1 and granted effective March 1 with exercise price equal to the prior trading day’s close if March 1 falls on a weekend; off-cycle grants may occur for appointments/promotions at closing price on grant date; HRCC does not time grants around MNPI . |
| Clawbacks & Forfeitures | Robust clawbacks under NYSE executive officer incentive recovery policy for accounting restatement; broader misconduct-based recoupment for reputational or other harm (enhanced in 2023–2024) . |
Employment Terms
| Term | Key Provisions |
|---|---|
| Restrictive Covenants | Standard executive covenants include non-disclosure, non-competition, and non-solicitation obligations; separate non-compete agreements tied to LTI awards and specified severance/CIC payments . |
| Non-Compete / Non-Solicit (LTI Participation) | Non-compete: 12 months; non-solicit: 24 months post-termination; violation can trigger recovery of gains from options exercised and value of equity vested in the two years prior (or SEAICP payouts if no recent vesting) . |
| Change-in-Control (CIC) | Double-trigger required (termination without Cause or for Good Reason within six months before or two years after CIC); severance includes base salary continuation for 24 months, average annual bonus continuation over severance period, pro rata annual incentive for year of termination (and prior year if unpaid), COBRA premiums/retiree plan cost during severance period, outplacement, and applicable plan benefits; release required . |
| Severance Tax Treatment | No excise tax gross-ups for executive officers; tax gross-ups generally not provided outside global mobility programs . |
| Retirement | Mandatory retirement at end of calendar year in which age 65 is reached . |
Fixed Compensation
Not specifically disclosed for Greg Ulrich. Base salaries for executive officers are reviewed annually by HRCC against peer data and contributions; 2024 NEO base salaries are disclosed in the proxy, but Ulrich is not a NEO in 2024 .
Vesting Schedules and Insider Selling Pressure
| Award Type | Vesting / Delivery | Implication for Selling Pressure |
|---|---|---|
| RSUs | Vest ratably over three years beginning on first anniversary of grant date . | 50% net share retention until ownership guideline is met reduces immediate sellable float from vest events . |
| Stock Options | Vest in three equal annual installments; 10-year term . | Exercise timing controllable; hedging/pledging bans and clawbacks reduce opportunistic behavior . |
| PSUs | 3-year performance period; payout modified by relative TSR; mandatory one-year post-vest holding with dividend equivalents during deferral . | One-year deferral after vest creates a predictable share delivery cadence that can temporarily increase supply, but retention rules and no hedging mitigate pressure . |
| Grant Cycle | Annual grants set prior to March 1 and effective March 1; off-cycle for role changes . | Expect concentration of vestings and deliveries around March 1; monitor 10b5-1 plans and potential sales around this window . |
Investment Implications
- Strong pay-for-performance signals: 2024 annual incentive funded at 119.7% and 2022 PSUs paid at 145.3%, aligning variable pay with revenue/EPS growth and shareholder returns; this supports confidence in execution of AI/data initiatives under Ulrich’s remit .
- Lower near-term selling pressure: Mandatory one-year PSU hold, 50% net share retention until ownership compliance, and prohibitions on hedging/pledging structurally dampen opportunistic selling, although March 1 grant/vest cycles warrant monitoring for predictable supply events .
- Robust governance and downside protection: Enhanced clawbacks (restatement and misconduct) and double-trigger CIC terms reduce adverse incentive risks; no excise tax gross-ups improves shareholder alignment .
- Data gaps for individual transactions: Ulrich is an executive officer but not a 2024 NEO; individual base/bonus and Form 4 activity were not found in the company document set reviewed. Focus monitoring on March 1 vest/delivery cycles and any 8-K 5.02 changes to role/compensation going forward .