Linda Kirkpatrick

About Linda Kirkpatrick

President, Americas at Mastercard; 27 years with the company across finance, investor relations, strategy, and customer-facing leadership in the U.S. and Canada, with remit extended January 1 to include Latin America & Caribbean . Previously President, North America effective January 1, 2021, after serving as President, U.S. Issuers and leading U.S. merchant, acquirer and co-brand/commercial development roles . Corporate performance context under her regional leadership: FY2024 GAAP net revenue $28.2B (+12% YoY), GAAP net income $12.9B (+15%), GAAP diluted EPS $13.89 (+17%); Adjusted (currency-neutral) net revenue $28.2B (+13%), adjusted net income $13.5B (+18%), adjusted diluted EPS $14.60 (+21%) . Mastercard’s stock price appreciated 6x from $86.16 (12/31/2014) to $526.57 (12/31/2024); say‑on‑pay approval was 95% in 2024 .

Past Roles

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External Roles

No public company board roles or external directorships disclosed in available filings/transcripts for Linda Kirkpatrick. (Searched DEF 14A and transcripts; none found specific to her name .)

Fixed Compensation

• Not a Named Executive Officer (NEO) in the latest proxy; individual salary/bonus figures for Linda are not disclosed. The compensation framework for executives emphasizes pay-for-performance, with base salary reviewed annually and equity-heavy long-term incentives .
• Management Committee stock ownership requirements apply broadly: CEO 6x salary; NEOs and remaining Executive Leadership Team 4x; remaining Management Committee members 2x; earned PSUs subject to a one-year post-vest holding period count toward compliance; stock options and unvested awards do not .
• Hedging/pledging is prohibited company-wide; no excise tax gross-ups for executive officers; options are not repriced; robust clawback and forfeiture policies are in place .

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Performance Compensation

Annual incentive plan design (company framework; applies to executives):

• Metrics and weighting: Adjusted net income (67%), Adjusted net revenue (33%); strategic performance adjustment and, in 2024 only, an ESG modifier (removed for 2025) .
• FY2024 corporate score funding: 126%; after 5% reserve, final corporate score 119.7% .

Long-term incentives (company framework; common plan used for senior executives):

• Mix: ~60% PSUs, 20% RSUs, 20% stock options; RSUs vest ratably over 3 years; options vest in three equal annual installments, 10-year term; PSUs have 3-year performance with net revenue and EPS growth (equally weighted) plus relative TSR modifier vs S&P 500; one-year mandatory holding on vested PSUs .
• 2022 PSU cycle payout (settled in 2025): financial score 100.2% average; relative TSR at 73rd percentile yielded a +45% modifier; final payout 145.3% .

2025 program refinements: PSU financial score range widened to 0–200%; TSR target raised to 55th percentile; negative TSR cap at 100% modifier; annual bonus ESG modifier removed starting 2025 .

Equity Ownership & Alignment

• Ownership guidelines: CEO 6x; NEOs/ELT 4x; remaining Management Committee 2x; must retain at least 50% of net shares from RSU/PSU vesting until compliant .
• Post-vest holding: PSUs have a mandatory one-year holding period; dividend equivalents accrue during holding period .
• Prohibitions: Hedging and pledging of Mastercard stock are prohibited; margin accounts require cash arrangements to cover calls .
• Beneficial ownership: Proxy provides detailed individual holdings for directors and NEOs; Linda’s individual beneficial ownership is not disclosed (table lists directors and NEOs only) .

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Employment Terms

• Severance/change-in-control framework for key executives (detailed for NEOs): double‑trigger required; severance equals 1.5x salary+prior-year bonus over 18 months (up to 24 months at company discretion); change‑in‑control severance equals 2x salary+two‑year average bonus over 24 months; pro‑rata annual bonus in year of termination; immediate vesting of unvested equity upon termination without cause/with good reason within 6 months before or 2 years after a change‑in‑control (PSUs at target if performance can’t be measured post‑transaction); continued health and welfare benefits and outplacement .
• Restrictive covenants: LTI awards—12‑month non‑compete and 24‑month non‑solicit; severance—non‑compete/non‑solicit for longer of 18 months or severance period; change‑in‑control—two‑year non‑compete/non‑solicit; clawback can require repayment of specified gains on violations .
• Definitions clearly set for “Cause,” “Good Reason,” “Change in Control,” “Retirement” in plan documents .

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Additional Governance and Compensation Context

• Pay-for-performance: Heavy weighting to equity; alignment to adjusted net revenue, adjusted EPS, and relative TSR .
• Peer group used for benchmarking: Accenture, Adobe, American Express, Block, Booking Holdings, Broadcom, Discover, FIS (removed for 2025), Fiserv, IBM, Intuit, Microsoft, Oracle, PayPal, Salesforce, Visa; S&P Global added for 2025 decisions .
• Say-on-pay approval: 95% of votes cast in favor at 2024 annual meeting .
• Equity grant practices: Annual grants effective March 1 at closing price; off-cycle grants at effective-date closing price; no timing around MNPI .

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Risk Indicators & Red Flags

• Hedging/pledging prohibited—reduces misalignment risk .
• No option repricing; robust clawback—mitigates pay-program risk .
• Double-trigger change‑in‑control and explicit non‑compete/non‑solicit—retention and transition safeguards .
• Insider trading monitoring: Attempted to fetch Linda’s Form 4 transactions (2023–2025) but encountered an authorization error; recommend continued monitoring for insider selling/vesting-related sales pressure. (Tool attempt failed with 401; scope was MA, person “Linda Kirkpatrick”, filing-date filter.)

Performance & Track Record (qualitative)

• Leadership: Expanded remit to Americas; emphasizes digitization of core payments, extension into services (fraud/cyber intelligence), and new areas like open banking—consistent with corporate priorities and growth vectors .
• Tenure: ~25–27 years at Mastercard, spanning finance, IR, strategy and front-line commercial leadership—deep institutional and industry experience .

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Investment Implications

• Alignment: Strong executive ownership requirements and prohibition on hedging/pledging support long-term alignment; PSUs tied to revenue/EPS with relative TSR modifier further align pay with shareholder returns .
• Retention risk: Non‑compete/non‑solicit covenants and double‑trigger change‑in‑control economics reduce flight risk and incentivize orderly transitions; however, lack of public disclosure of Linda’s individual ownership makes near-term selling pressure hard to quantify without Form 4 data .
• Compensation-performance linkage: Corporate FY2024 bonus funding at 119.7% and 2022 PSU payout at 145.3% indicate strong performance execution against metrics; continued emphasis on commercial/new payment flows and services under Linda’s regional leadership is consistent with these outcomes .
• Monitoring: Track insider transactions and upcoming equity vesting windows for potential selling pressure; watch for any Item 5.02 filings affecting role/compensation (none specific to Linda in 2023–2025 scans) [6 listings overview].

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