Ken Moore
MastercardAbout Ken Moore
Ken Moore serves as Chief Innovation Officer at Mastercard and is a member of the company’s Management Committee, which aligns and implements key decisions across the enterprise . While the proxy and 10-K identify his role, they do not disclose his age, education, or start date. Company performance context underpinning incentive funding: in FY 2024, GAAP net revenue was $28.2B (+12% YoY), GAAP net income $12.9B (+15%), and GAAP diluted EPS $13.89 (+17%) . Over the FY 2022–FY 2024 PSU performance cycles, payout rates were 169.5% for 2021 awards and 145.3% for 2022 awards, reflecting strong TSR and financial outcomes embedded in the plan design .
Past Roles
Not disclosed for Ken Moore in available company filings reviewed.
External Roles
Not disclosed for Ken Moore in available company filings reviewed.
Fixed Compensation
Ken Moore is not a Named Executive Officer (NEO) in the proxy, and his base salary, target bonus, and actual bonus are not disclosed. The broader program design and funding outcomes are below for context.
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Corporate annual incentive score (%) | 116% | 119.7% |
Notes:
- Annual incentive funding combines financial metrics (Adjusted Net Income and Adjusted Net Revenue), strategic/ESG modifiers, and individual performance factors; payouts are capped and formulaic with HRCC discretion .
Performance Compensation
Mastercard’s long-term incentive (LTI) design for senior executives emphasizes PSUs and includes stock options and RSUs; while Ken Moore’s individual grants are not disclosed, the program architecture and metrics are:
| Component | Weighting | Key Metrics/Terms | Vesting | Notes |
|---|---|---|---|---|
| Performance Stock Units (PSUs) | 60% | Adjusted EPS (50%), Adjusted Net Revenue (50%), with relative TSR modifier | Cliff at 3 years | Maximum payout 200% of target; post-vest holding period applies |
| Stock Options | 20% | Stock price (10-year term) | 3 equal annual installments starting March 1 following grant | Exercise price equals NYSE close on grant date per policy |
| RSUs | 20% | Stock price | 3 equal annual installments starting March 1 following grant | Dividend equivalents not paid on unvested awards |
PSU payout track record:
| Metric | 2021 PSU Award Payout | 2022 PSU Award Payout |
|---|---|---|
| PSU payout rate (%) | 169.5% | 145.3% |
Equity Ownership & Alignment
| Role | Ownership requirement (multiple of base salary) | What counts | What does not count |
|---|---|---|---|
| CEO | 6x | Shares owned; earned PSUs subject to post-vest holding | Options; unvested RSUs/PSUs |
| CFO, other ELT members | 4x | Same as above | Same as above |
| Remaining Management Committee members | 2x | Same as above | Same as above |
Additional alignment policies:
- Executives must retain at least 50% of net shares from each RSU/PSU vest until compliant with ownership requirements; HRCC reviews annually .
- Hedging and pledging of Mastercard stock are prohibited .
- Grant timing: annual awards effective March 1 with exercise price set at the NYSE close; off-cycle grants use effective-date close; policy prohibits timing based on MNPI .
Ken Moore’s total beneficial ownership, vested/unvested breakdown, options status, and any pledging are not disclosed in reviewed filings.
Employment Terms
Company-wide executive policies (NEO program references shown; applicability to non-NEO Management Committee members is not explicitly detailed in filings):
| Topic | Term/Provision |
|---|---|
| Clawbacks (financial restatement) | Mandatory recovery of cash/equity incentive comp paid/earned above restated results per NYSE-aligned Executive Officer Incentive Compensation Recovery Policy; PSU agreements allow recoupment of shares or proceeds . |
| Misconduct-based recoupment | SEAICP and equity awards include recovery for detrimental behavior causing reputational harm; provisions enhanced in 2023/2024 to include “cause”-triggered recovery . |
| Non-compete / Non-solicit | LTI participation conditioned on 12-month non-compete and 24-month non-solicit post-termination; additional recovery of gains/values from recent awards if covenants are breached . |
| Change-in-control (double trigger for NEOs) | If terminated without Cause or for Good Reason within 6 months pre- or 2 years post-CIC: salary continuation for 24 months; pay continuation equal to average bonus of prior two years; pro-rata bonus for year of termination (and prior year if unpaid); COBRA premiums; outplacement; immediate vesting of options/RSUs/PSUs (PSUs payable at target if goals can’t be measured) . |
| Severance plan coverage | “All NEOs are covered by our standard severance and change in control plans for key executives” . |
Investment Implications
- Compensation alignment: Strong ownership requirements (2x base salary for Management Committee members), mandatory share retention on vesting until compliant, and robust clawback/recoupment provisions reinforce long-term alignment and deter misalignment behaviors .
- Performance linkage: PSU metrics tied to Adjusted EPS and Adjusted Net Revenue with a relative TSR modifier, plus multi-year payout history above target, signal tight linkage to shareholder value creation; this supports confidence in variable pay translating to innovation execution outcomes relevant to the Chief Innovation Officer’s remit .
- Retention and selling pressure: No Ken Moore-specific Form 4 or 10b5-1 data found in reviewed filings; several other executives disclosed 10b5-1 adoptions, but Ken Moore was not among them in the FY 2024 10-K disclosure, limiting visibility into near-term selling pressure for him .
- Data gaps: Lack of Ken Moore-specific cash/equity grant details, vesting schedules, and employment agreement terms raises opacity for precise pay-for-performance and retention risk analysis at the individual level. Monitoring future DEF 14A/8-K 5.02 disclosures is warranted to capture any changes in role status, compensation, or trading arrangements .