Harit Talwar
MastercardAbout Harit Talwar
Independent director at Mastercard since April 2022; age 64 as of the 2025 annual meeting. Former Partner at Goldman Sachs and head of Goldman’s global consumer business (Marcus and Apple Card), with senior roles across Discover, Morgan Stanley, and Citigroup, bringing deep consumer banking, payments, and global regulatory insight. Designated as an Audit Committee financial expert by the Board; current committee assignments include Audit (joined January 2025) and Human Resources & Compensation (HRCC). Determined independent by the Board alongside all other non-management nominees except the CEO .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Goldman Sachs | Partner; Head of global consumer business (Marcus & Apple Card) and digital bank | May 2015–Jan 2021 | Led complex consumer finance build-outs; digital banking expansion |
| Discover Financial Services | President, U.S. Cards | Jan 2008–May 2015 | Senior P&L responsibility in cards |
| Discover Financial Services | EVP, Head of Payments | Jan 2004–Jan 2008 | Payments leadership |
| Morgan Stanley | Head of Consumer Banking International | Aug 2000–Dec 2003 | International consumer banking oversight |
| Citigroup | Senior leadership in consumer banking/cards | Various years | Global consumer banking exposure across India, Middle East, U.S. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Better Home & Finance Holding Company | Board Chairman | Current | Compensation; NGA; Audit committees |
| American India Foundation | Co-Chairman of the Board | Since 2012 | Philanthropy leadership |
| KPMG (USA) | Independent Director | Current | Governance oversight; firm-level advisory (non-public) |
| Ashoka University | Founder & Sponsor | Current | Education ecosystem development |
Board Governance
- Committee assignments: Audit (joined January 2025; identified as Audit Committee financial expert) and HRCC; not a chair of any committee .
- Attendance and engagement: Each director attended at least 75% of Board/committee meetings in 2024; all directors attended the 2024 annual meeting, indicating solid engagement norms across the Board .
- Independence: Board affirmatively determined independence for all current directors and nominees except the CEO; Audit/HRCC members meet SEC/NYSE independence and financial literacy requirements .
- Committee activity levels (context): Audit Committee met 9 times in 2024; HRCC met 5 times in 2024 .
Fixed Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Annual Board Retainer (Cash) | 100,000 | Standard non-employee director cash retainer |
| HRCC Retainer (Cash) | 15,000 | Non-chair HRCC member fee |
| Audit Committee Retainer (Cash) | — | Joined Audit in January 2025 (no 2024 fee) |
| Total Cash Fees | 115,000 | Sum of cash components |
| Equity Award (DSUs) | 245,310 | Grant-date fair value; 545 DSUs; granted June 18, 2024; share price $450.11 |
| All Other Compensation | — | No other amounts reported for Talwar |
| Total 2024 Director Compensation | 360,310 | Cash + equity |
Performance Compensation
| Equity Instrument | Grant Date | Units/Shares | Grant-Date Fair Value ($) | Vesting/Restriction | Performance Metrics |
|---|---|---|---|---|---|
| Deferred Stock Units (DSUs) | 2024-06-18 | 545 | 245,310 | Immediately vested; four-year transfer restriction | None (director equity has no performance conditions) |
- Director compensation elements unchanged versus 2023; annual grants are immediately vested with a four-year transfer restriction; directors elect DSUs or restricted stock form annually .
Other Directorships & Interlocks
| Company/Institution | Public Company? | Role | Committees |
|---|---|---|---|
| Better Home & Finance Holding Company | Yes | Board Chairman | Compensation; NGA; Audit |
| KPMG (USA) | No (private partnership) | Independent Director | Not specified |
| American India Foundation | No | Co-Chairman | N/A |
| Ashoka University | No | Founder & Sponsor | N/A |
- No disclosed related-party transactions involving Talwar; Board policy requires approval and disclosure for related person transactions ≥$120,000, with conflicted directors recused .
- No interlock flagged with Mastercard’s auditor (PwC), where Audit Committee oversees independence; Talwar is identified as an Audit Committee financial expert but not connected to PwC .
Expertise & Qualifications
- Skills: Consumer, C‑suite experience, financial & risk, global perspective, payments, technology/digital & innovation; Audit Committee financial expert designation .
- Governance: Experience leading complex business functions with culture and talent management insights; regulatory perspective from global banking roles .
Equity Ownership
| Holder | Direct & Indirect Shares | Obtainable Within 60 Days | Total Beneficial Ownership | Notes |
|---|---|---|---|---|
| Harit Talwar | 118 | 2,090 | 2,208 | Individual holdings of directors/NEOs are each <1% of Class A outstanding; “obtainable” includes DSUs/restricted stock/RSUs/options per SEC rules . |
- Director stock ownership guideline: within six years, non-employee directors must hold at least 5x annual cash retainer; all current non-employee directors exceed guideline levels (DSUs/restricted stock are permitted award forms with four-year transfer restrictions) .
Governance Assessment
- Committee effectiveness: Dual membership on HRCC and Audit (with financial expert designation) strengthens oversight of pay practices, internal controls, and audit independence; rotation onto Audit in January 2025 reflects Board refresh and risk/financial oversight depth .
- Independence and attendance: Board’s formal independence determination and strong attendance norms support investor confidence in governance rigor and director engagement .
- Alignment and incentives: Mix of cash ($115k) and equity ($245k) with four-year transfer restrictions aligns director interests with long-term shareholder value; prohibition on hedging/pledging and robust clawback/forfeiture policies at the company level reinforce alignment culture (though clawbacks are executive-focused) .
- Potential conflicts: Current external roles do not indicate any disclosed related-party transactions with Mastercard; no auditor interlock; ongoing monitoring via Board policies on related-person transactions and annual review of director time commitments mitigates overboarding/conflict risk .
- RED FLAGS: None disclosed specific to Talwar. No related-party transactions, no low attendance, no pay anomalies; director compensation unchanged year-over-year; equity awards lack performance conditions (standard for director pay) but retain transfer restrictions to promote alignment .