Lance Uggla
MastercardAbout Lance Uggla
Lance Uggla, 63, has served as a non‑employee independent director of Mastercard since June 2019. He is Vice Chair at General Atlantic (since Dec 2023) and founder of BeyondNetZero (since Apr 2022), and previously was founder, chairman and CEO of IHS Markit, bringing deep expertise in data, technology, innovation, and financial markets; he currently sits on the Human Resources & Compensation Committee (HRCC) and, as of Jan 2025, the Nominating & Corporate Governance Committee (NCG) . The Board affirms his independence (all non‑management directors except the CEO are independent) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IHS Markit Ltd. and predecessors (Markit Ltd., Markit Group Holdings Ltd., Mark‑It Partners, Ltd.) | Founder, Chairman & CEO (2003–2016); President & COO (2016–2017); Chairman & CEO (2018–Feb 2022) | 2003–Feb 2022 | Led global information/analytics firm; extensive data/technology orientation . |
| Toronto‑Dominion Securities | Vice Chairman and Head of Europe & Asia | 1995–2003 | Senior capital markets leadership . |
| CIBC Wood Gundy | Head of Global Markets | 1986–1995 | Financial markets leadership . |
External Roles
| Organization | Type | Role | Since | Notes |
|---|---|---|---|---|
| General Atlantic | Private growth equity investor | Vice Chair | Dec 2023 | Senior leadership at major investor . |
| BeyondNetZero (General Atlantic) | Venture focused on climate growth equity | Founder | Apr 2022 | Sustainability focus . |
| Tate Foundation | Non‑profit | Executive Trustee | — | Arts/culture governance . |
| IHS Markit Ltd. | Public company | Past director | — | Prior public board experience . |
Board Governance
- Committee assignments:
- 2025: HRCC member; NCG member (rotated from Audit to NCG in Jan 2025) .
- 2024: Audit member; HRCC member; designated an Audit Committee Financial Expert in 2024 .
- Independence: Board determined all non‑management directors other than the CEO are independent; Uggla is independent .
- Industry Director status: Board has deemed Bracher, Davis, and Matsumoto as Industry Directors; Uggla is not among them .
- Attendance: Each director attended at least 75% of Board and committee meetings in 2024; all directors attended the 2024 annual meeting .
- Board structure: Independent Board Chair; frequent executive sessions; robust risk oversight via committees .
Fixed Compensation
| Year | Fees Earned/Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2023 | 133,750 | 245,109 | 15,000 (charitable matching) | 393,859 |
| 2024 | 135,000 | 245,310 | — | 380,310 |
2024 cash fee breakdown:
| Component | Amount ($) |
|---|---|
| Annual retainer | 100,000 |
| Audit Committee retainer (non‑chair, 2024) | 20,000 |
| HRCC retainer (non‑chair) | 15,000 |
| Total cash fees (2024) | 135,000 |
Director compensation structure:
- Standard annual director compensation (unchanged vs 2023): cash retainer $100,000; equity retainer $245,000; committee retainers vary by committee and chair status; Board Chair is higher .
- Equity awards are immediately vested restricted stock or DSUs with a four‑year transfer restriction; form elected by the director annually .
Performance Compensation
Director equity award details (2024):
| Grant Date | Form | Units/Share Count | Grant Date Fair Value ($) | Transfer/Settlement |
|---|---|---|---|---|
| June 18, 2024 | DSUs | 545 DSUs | 245,310 | Immediate vesting; four‑year transfer restriction; DSUs settle upon separation . |
Notes:
- Mastercard’s non‑employee directors do not receive annual cash bonuses, PSUs, or options tied to performance metrics; director equity is time‑based with transfer restrictions, aligning director interests with long‑term shareholder value .
Other Directorships & Interlocks
| Company | Public Company Board? | Role | Potential Interlock with MA |
|---|---|---|---|
| None disclosed beyond past IHS Markit board | — | — | None disclosed in MA filings . |
- NCG annually reviews director commitments and additional public board service and must pre‑approve outside public company board appointments; governance process mitigates overboarding/interlocks risk .
- Uggla is not designated an Industry Director under MA’s charter/composition constraints, reducing competitive network conflict risk .
Expertise & Qualifications
- Global perspective; deep data/technology/innovation experience from leading IHS Markit; extensive financial markets background (TD Securities, CIBC Wood Gundy); sustainability orientation via BeyondNetZero; CEO‑level talent/culture management .
- Audit/finance literacy (recognized Audit Committee Financial Expert in 2024); HRCC member experience supports pay oversight and succession planning .
Equity Ownership
| Holder | Shares Direct/Indirect | Shares Obtainable within 60 Days | Total Beneficial Ownership |
|---|---|---|---|
| Lance Uggla | 5,496 | 3,378 (incl. DSUs/restricted stock removable/settle within 60 days) | 8,874 |
Alignment policies:
- Hedging/pledging of Mastercard stock is prohibited for directors; margin accounts require cash coverage arrangements, strengthening alignment and risk controls .
- Director stock ownership guideline: 5× annual cash retainer within six years; all current non‑employee directors exceed guidelines (implying Uggla is in compliance) .
Governance Assessment
- Strengths: Independent director; consistent attendance; HRCC and NCG memberships enhance oversight of compensation, governance, ESG, and refreshment; DSU awards with four‑year transfer restrictions and ownership guidelines reinforce long‑term alignment; no related‑party transactions disclosed for Uggla; hedging/pledging prohibited .
- Signals: Board’s say‑on‑pay support (95% in 2024) and robust committee risk oversight processes support investor confidence in governance quality .
- Potential conflicts: Senior role at General Atlantic could create perceived conflicts if GA portfolio companies have material dealings with Mastercard; MA’s NCG oversight of director commitments and independence determinations, and absence of disclosed related‑party transactions, mitigate this risk in filings .
RED FLAGS
- None disclosed in MA’s proxy filings regarding Uggla: no low attendance, no pay anomalies, no related‑party transactions, and no pledging/hedging activities indicated .