Karen Griffin
MastercardAbout Karen Griffin
Karen Griffin is Mastercard’s Chief Risk Officer (CRO) and a member of the Executive Leadership Team and Management Committee. She was the company’s first CRO appointment (2023), reflecting the strategic importance of enterprise risk appetite and growth alignment. She previously served as Chief Compliance Officer at Mastercard and was SVP/Chief Compliance Officer at Visa; earlier roles included head of the Office of Business Conduct at Alcatel‑Lucent and leadership positions at Lucent Technologies and AT&T . She holds an MBA and an MS in Manufacturing Engineering from Boston University, and a BS in Mechanical Engineering from UMass Amherst . As CRO, she chairs Mastercard’s internal Executive Risk Committee and serves as the primary management liaison to the Board’s Risk Committee .
Mastercard’s recent performance (context for incentive metrics):
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Net revenue (GAAP) | $25.1B | $28.2B |
| Net income (GAAP) | $11.2B | $12.9B |
| Diluted EPS (GAAP) | $11.83 | $13.89 |
| Adjusted net revenue (Non-GAAP) | $25.1B | $28.2B |
| Adjusted net income (Non-GAAP) | $11.6B | $13.5B |
| Adjusted diluted EPS (Non-GAAP) | $12.26 | $14.60 |
| Gross Dollar Volume (local currency) | $9.0T | $9.8T |
| Cross-border volume growth (local currency) | +24% | +18% |
| Switched transactions | 143.2B | 159.4B |
| Capital returned to stockholders | $11.2B (repurchases $9.0B; dividends $2.2B) | $13.4B (repurchases $11.0B; dividends $2.4B) |
| Cash flows from operations | $12.0B | $14.8B |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Mastercard | Chief Risk Officer | 2023–present | First CRO; chair Executive Risk Committee; liaison to Board Risk Committee |
| Mastercard | Chief Compliance Officer | 2014–2023 | Built global ethics & compliance system covering Business Conduct, AML, Anti‑Corruption, Sanctions |
| Visa Inc. | SVP & Chief Compliance Officer | ~6 years (post‑2008 IPO) | Designed company‑wide ethics & compliance program after IPO |
| Alcatel‑Lucent | Head, Office of Business Conduct | Not disclosed | Led corporate business conduct office |
| Lucent Technologies; AT&T | Product Mgmt, Customer Delivery, Engineering | Not disclosed | Operational leadership in product and delivery |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| ICC Global Commission on Anti‑Corruption & Corporate Responsibility | Vice Chair | Not disclosed | International governance and integrity leadership |
| World Economic Forum (PACI; Future of Good Governance) | Steering Committee member | Not disclosed | Anti‑corruption and governance initiatives |
| B20 Integrity & Compliance Task Force; B20 Action Council on Women, Diversity & Inclusion | Member/Former Co‑Chair | Not disclosed | G20 business policy engagement |
| Mastercard Europe Board of Directors | Former Director | Not disclosed | Regional governance experience |
Fixed Compensation
- Specific salary, target bonus %, and actual bonus paid for Karen Griffin are not disclosed in the proxy. Mastercard’s executive compensation program uses base salary plus annual incentive and equity, weighted toward performance-based long-term awards .
Performance Compensation
| Incentive Type | Metric | Weighting | Target/Structure | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual bonus (SEAICP) – corporate metrics (2024) | Adjusted net income | 67% | Pre-set annual goals | Financial score 126% | N/A |
| Adjusted net revenue | 33% | Pre-set annual goals | Financial score 126% | N/A | |
| ESG modifier (2024) | ±10 ppt | Based on set ESG metrics | Net 0 ppt | N/A | |
| Strategic modifier (2024) | +10/–20 ppt | Based on strategic objectives | Net 0 ppt | N/A | |
| Final corporate score (2024) | — | 126% funding; 5% reserve | 119.7% used for payouts | N/A | |
| PSUs (2024–2026 design) | Adjusted EPS | 50% | 3 one-year goals averaged; TSR modifier | Ongoing | Cliff vest at 3 years; 1-year post-vest hold |
| Adjusted net revenue | 50% | 3 one-year goals averaged; TSR modifier | Ongoing | Cliff vest at 3 years; 1-year post-vest hold | |
| Relative TSR (vs S&P 500) | Modifier up to ±50 ppt | Applies to financial score | Ongoing | N/A | |
| RSUs | N/A | N/A | Time-based | Time-based | 33.33% annually over 3 years |
| Stock options | N/A | N/A | Performance-based via stock price; 10-year term | N/A | 33.33% annually over 3 years |
2022 PSU outcomes (settled in 2025) – demonstrates pay-for-performance alignment:
| PSU Component | Threshold | Target | Maximum | Actual | Score |
|---|---|---|---|---|---|
| 2022 adjusted net revenue growth | 16% | 20% | 25% | 26.7% | 150.0% |
| 2022 adjusted EPS growth | 22% | 27% | 31% | 37.2% | 150.0% |
| 2023 adjusted net revenue growth | 13% | 17% | 22% | 14.2% | 66.0% |
| 2023 adjusted EPS growth | 17% | 22% | 26% | 22.2% | 102.5% |
| 2024 adjusted net revenue growth | 12% | 16% | 21% | 13.1% | 64.7% |
| 2024 adjusted EPS growth | 17% | 22% | 26% | 18.8% | 68.0% |
| Average financial score (EPS/Revenue) | — | — | — | — | 100.2% |
| Relative TSR (3/1/2022–12/31/2024) | 25th/50th/75th pct | — | — | 73rd percentile | 145.0% modifier |
| Final payout | — | — | 200% cap | — | 145.3% |
Program changes (2025): ESG modifier removed from annual bonus; PSU TSR target increased to 55th percentile and negative TSR caps modifier at 100% .
Equity Ownership & Alignment
- Stock ownership guidelines: CEO 6× salary; ELT/Management Committee 4×; other management committee members 2×; must retain at least 50% of net shares from vesting until in compliance . Compliance status is reviewed annually; individual compliance for Karen Griffin is not disclosed .
- Hedging, pledging, margining of Mastercard stock are prohibited; robust insider trading controls with trading windows and pre‑clearance for executives/Section 16 reporting persons; 10b5‑1 plan usage is required for Section 16 open‑market trades (other than directors) .
- Post‑vest holding period on PSUs: mandatory one year; dividend equivalents accrue during the hold .
Employment Terms
| Provision | Terms |
|---|---|
| Severance (without cause/good reason; not in CoC) | Base salary continuation for 18 months; plus 1.5× prior-year annual bonus paid over severance period (up to 24 months/2× bonus at company discretion); prorated annual bonus; COBRA premiums; outplacement . |
| Change‑in‑Control (double trigger) | 24 months base salary continuation (not beyond mandatory retirement); pro‑rata annual bonus for year of termination; additional continuation equal to average bonus of prior two years; COBRA; outplacement . |
| Equity upon CoC and death/disability | If performance cannot be measured post‑CoC, PSUs vest at target on scheduled vest dates, subject to continued employment; with termination around CoC (double trigger), unvested options, RSUs, PSUs vest immediately (PSUs at target). Death triggers immediate vesting of unvested RSUs, PSUs (at target) and options . |
| Clawbacks | Mandatory recovery under NYSE listing standards for cash/equity incentive comp upon restatement; misconduct‑based recoupment expanded in 2023/2024 . |
| Non‑compete & non‑solicit | LTIP agreements require 12‑month non‑compete; 24‑month non‑solicit; violations can trigger recovery of option gains and value of recent equity awards . |
Note: These are standard executive plan terms disclosed for named executive officers and key executives; company applies consistent policies across senior leadership .
Investment Implications
- Alignment and governance: Prohibitions on hedging/pledging, mandatory PSU post‑vest holding, and stringent clawback provisions signal strong pay‑for‑performance and alignment with shareholders; risk governance centralized under the CRO with direct Board Risk Committee interface .
- Incentive design: Balanced annual (profitability + revenue) and long‑term (EPS + revenue + TSR) metrics tie compensation to both execution and sustained value creation. 2022 PSU payout at 145.3% and 2024 corporate bonus score at 119.7% reflect delivery against targets while preserving discipline via capped modifiers .
- Retention risk: The creation of the CRO role and Griffin’s tenure since 2014, combined with competitive long‑term equity and severance protection under double‑trigger CoC, reduce near‑term retention risk for a mission‑critical risk leader .
- Trading signals: Executives operate under trading windows and pre‑clearance with encouraged use of Rule 10b5‑1 plans, reducing opportunistic selling pressure despite regular vesting events .
Notes and Additional Disclosures
- Beneficial ownership detail for Karen Griffin is not disclosed in the security ownership tables; company‑wide policies on ownership and trading are cited above .
- Say‑on‑pay: Stockholders supported the executive compensation program with 95% approval at the 2024 meeting, indicating broad endorsement of pay practices .
- Peer group for benchmarking (used for executives): Accenture, Adobe, American Express, Block, Booking Holdings, Broadcom, Discover Financial Services, FIS, Fiserv, IBM, Intuit, Microsoft, Oracle, PayPal, Salesforce, Visa; S&P Global added effective for 2025 .
Sources: Mastercard DEF 14A (2025 and 2024), Form 10‑K FY2024, Investor and Newsroom executive bios, Governance Intelligence.