Julius Genachowski
MastercardAbout Julius Genachowski
Independent director of Mastercard Incorporated; former Chairman of the U.S. Federal Communications Commission. Age 62 at the 2025 Annual Meeting; joined the Mastercard board in June 2014; currently serves as Audit Committee Chair and member of the Human Resources & Compensation (HRCC) and Risk Committees . Expertise spans regulatory/government affairs, digital/media/technology, information security, and financial oversight, with additional private equity experience; board biography notes global perspective and service on public audit committees . Independence affirmed under NYSE standards; all non-management directors other than the CEO were determined independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Federal Communications Commission | Chairman | 2009–2013 | Led national telecom policy; regulatory and government expertise |
| President’s Intelligence Advisory Board (U.S.) | Member | Not disclosed | National security advisory experience |
| IAC/InterActiveCorp | Chief of Business Operations; General Counsel | Not disclosed | Senior leadership in e-commerce/media; digital/innovation credentials |
| U.S. Congress | Congressional staff (Schumer; Iran-Contra committee) | Not disclosed | Legislative experience |
| U.S. Supreme Court | Law clerk to Justice David Souter | Not disclosed | Legal credentials |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sonos, Inc. | Board Chair; Audit; Nominating & Corporate Governance; Compensation/People & D&I Committees | Not disclosed | Leadership; audit oversight; governance roles |
| Mattel, Inc. | Director; Audit; Governance & Social Responsibility Committees | Not disclosed | Consumer brand oversight; audit/governance |
| The Carlyle Group | Senior Advisor (former Partner & Managing Director 2014–2023) | Senior Advisor since Jan 2024 | Private equity investment perspective |
| Hexaware Technologies Limited | Corporate Social Responsibility Committee | Not disclosed | ESG oversight |
| Prior boards | AsiaSat; Sprint Corporation | Not disclosed | Public company board experience |
Board Governance
- Committee assignments: Audit Committee Chair; member of HRCC and Risk Committees .
- Audit Committee: 9 meetings in 2024; oversees financial reporting integrity, internal controls, compliance, and risk (coordinating with Risk Committee). Committee members are independent and financially literate per NYSE; financial experts identified by the Board are Ms. Sulzberger and Mr. Talwar .
- Risk Committee: 5 meetings in 2024; oversight of cybersecurity, privacy/data protection, operational/technology resilience, regulatory risks, and competition/franchise risks .
- HRCC: 5 meetings in 2024; oversees compensation strategy, succession planning, and executive pay programs .
- Attendance: The Board held 6 meetings in 2024; each director attended 75% or more of Board/committee meetings, and all directors attended the 2024 annual meeting; independent directors meet regularly in executive sessions .
- Independence: Board determined all current directors except the CEO are independent under NYSE standards; all committee members meet SEC/NYSE independence criteria .
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Non-employee director retainer |
| Audit Committee Chair fee | $40,000 | Committee chair retainer |
| HRCC member fee | $15,000 | Non-chair retainer |
| Risk Committee member fee | $20,000 | Non-chair retainer |
| Cash fees total (2024) | $175,000 | Breakdown: $100,000 + $40,000 + $15,000 + $20,000 |
| Equity grant (2024) | $245,310 | 545 restricted shares; grant-date share price $450.11; immediately vested with four-year transfer restriction |
| Other compensation (charitable match) | $3,500 | Company-paid matching contributions |
| Total (2024) | $423,810 | Sum of cash, equity, other |
Additional program features:
- Equity form: directors elect restricted stock or DSUs; awards vest immediately but carry four-year transfer restrictions; pro-rated awards for mid-year appointments .
- Deferral plan: U.S. directors may defer cash compensation in a non-qualified plan; investment returns are not above-market or preferential .
- Matching gifts: up to $10,000 to eligible charities; up to $5,000 matching to PAC donations .
- Ownership guideline: 5x annual cash retainer within six years; all current non-employee directors exceed guideline .
Performance Compensation
Directors do not receive performance-conditioned pay (no PSUs/options linked to operating targets). Annual equity grants for directors are restricted stock or DSUs with transfer restrictions, not tied to financial metrics or TSR; no dividend equivalents on unvested awards .
Other Directorships & Interlocks
| Company | Relationship to MA | Potential Interlock/Consideration |
|---|---|---|
| Sonos, Inc. | Consumer electronics (audio) | No disclosed related-party transactions with Mastercard; governance role only |
| Mattel, Inc. | Consumer goods (toys/brands) | No disclosed related-party transactions with Mastercard; governance role only |
| Carlyle (advisor) | Private equity | Board independence determinations consider relationships; no specific related-party transactions disclosed with Mastercard |
Expertise & Qualifications
- Regulatory/governmental expertise from FCC chairmanship; legal/judicial pedigree (Supreme Court clerkship), legislative experience; strong technology/digital/media background; information security insight; global perspective; private equity investment experience; public company audit committee service .
Equity Ownership
| Holder | Direct/Indirect Shares | Obtainable Within 60 Days | Total Beneficial Ownership | Notes |
|---|---|---|---|---|
| Julius Genachowski | 1,790 | 8,633 | 10,423 | 1,790 held in a trust for which he is trustee; sole voting/investment power . “Obtainable” includes options exercisable, RSUs vesting, DSUs receivable, and restricted stock with restrictions removable within 60 days . |
Policy safeguards:
- Hedging/pledging: Company prohibits hedging or pledging of Mastercard stock; margin accounts require cash coverage for margin calls; insider trading policy in place .
Governance Assessment
- Board effectiveness: As Audit Chair across a 9-meeting year, Genachowski oversees financial reporting integrity, internal controls, and compliance, coordinating with the Risk Committee. His regulatory/technology background strengthens oversight of cybersecurity, privacy, and digital risks emphasized in Mastercard’s committee charters .
- Independence and attendance: Independence affirmed; attendance thresholds met; participation across three key committees signals engagement and workload capacity .
- Compensation alignment: Director pay is market-based with a balanced cash and equity mix; four-year transfer restrictions promote longer-term alignment; ownership guidelines exceeded, supporting skin-in-the-game .
- Conflicts/related-party exposure: No related-party transactions involving Genachowski disclosed; Board applies robust review/approval standards for related persons; company prohibits hedging/pledging, lowering alignment risk .
- RED FLAGS: None disclosed specific to Genachowski. Note that Audit Committee “financial expert” designation applies to other members (Sulzberger, Talwar), not to Genachowski, though his background provides financial literacy; this places a premium on chair facilitation and expert utilization in committee oversight .
- Investor confidence signals: Use of independent committees, regular executive sessions, and clear risk oversight (cyber/data/privacy) underpin governance stability; recent say-on-pay approval rate of 95% corroborates broader governance/pay credibility, though that relates to executive programs rather than director pay .