Ling Hai
MastercardAbout Ling Hai
Ling Hai is President, Asia Pacific, Europe, Middle East & Africa at Mastercard and a member of the company’s Management Committee, overseeing regional operations across growth markets and mature economies . He holds a Bachelor of Science and Doctor of Humane Letters from the College of Saint Rose and an MBA from the University of Chicago Booth School of Business; prior roles include executive positions at Bank of America and HSBC . Company performance under his tenure as a senior leader has been strong: 2024 GAAP net revenue was $28.2B (+12% YoY), GAAP net income $12.9B (+15%), and diluted EPS $13.89 (+17%), with adjusted diluted EPS $14.60 (+21% currency-neutral) and switched transactions of 159.4B . Mastercard’s cumulative stock price rose from $86.16 on 12/31/2014 to $526.57 on 12/31/2024 (over 6x) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bank of America | Executive roles (unspecified) | N/A | Global banking experience across consumer and corporate markets |
| HSBC | Executive roles (unspecified) | N/A | Regional leadership and emerging markets expertise |
| Mastercard | President, Asia Pacific, Europe, Middle East & Africa | Current | Leads regional strategy and execution across APEME; listed on company Management Committee |
External Roles
| Organization | Position | Effective Date | Committees |
|---|---|---|---|
| Manulife Financial Corporation (NYSE/TSX: MFC) | Director | Jan 1, 2026 | Audit; Corporate Governance & Nominating |
Fixed Compensation
- Stock ownership guideline applicable to Management Committee members: 2x base salary. Executives must retain at least 50% of net shares from each RSU/PSU vesting until in compliance .
- Hedging and pledging of Mastercard stock are prohibited for all insiders; short-term/speculative trading, margin pledging, and derivative hedges are disallowed under the Insider Trading Policy .
Performance Compensation
Mastercard’s executive incentive design (used to fund annual bonuses and long-term awards across senior leadership, including Management Committee participants) ties payouts to rigorous financial metrics and multi-year value creation.
| Program | Metric | Weighting | Target | Actual (2024) | Payout Basis | Vesting |
|---|---|---|---|---|---|---|
| Annual Incentive (Corporate funding) | Adjusted Net Income (SEAICP) | 67% | $13,489M | $13,865M | 132% for this metric | Cash (paid following year) |
| Annual Incentive (Corporate funding) | Adjusted Net Revenue | 33% | $28,330M | $28,544M | 114% for this metric | Cash (paid following year) |
| Annual Incentive (Corporate Score) | Composite score (after ESG/strategic modifiers) | — | Target = 100% | Final corporate score 119.7% | Funds individual bonuses via IPF | Cash |
| PSUs (2022 grant settled in 2025) | Adjusted EPS growth (avg of three one‑year goals) | 50% | Annual targets set at grant | 2022=37.2%, 2023=22.2%, 2024=18.8% (scores 150.0%, 102.5%, 68.0%) | Financial score 100.2% avg | Cliff vest after 3 years, 1-year post‑vest hold |
| PSUs (2022 grant settled in 2025) | Adjusted Net Revenue growth (avg of three one‑year goals) | 50% | Annual targets set at grant | 2022=26.7%, 2023=14.2%, 2024=13.1% (scores 150.0%, 66.0%, 64.7%) | Financial score 100.2% avg | Cliff vest after 3 years, 1-year post‑vest hold |
| PSUs (2022 grant settled in 2025) | Relative TSR vs S&P 500 | Modifier | Target 50th percentile | 73rd percentile; modifier 145% | Final payout 145.3% | Cliff vest after 3 years, 1-year post‑vest hold |
| LTI Mix (2024 standard) | PSUs | 60% | N/A | N/A | Performance-based (0–200%) | 3-year perf + 1-year holding |
| LTI Mix (2024 standard) | RSUs | 20% | N/A | N/A | Time-based | 3-year ratable vest (33.33%/yr) |
| LTI Mix (2024 standard) | Stock Options | 20% | Strike: $476.63 (Mar 1, 2024 close) | N/A | Require stock price appreciation | 10-year term; vest 33.33%/yr |
Notes: The ESG modifier was neutral in 2024 (+/−0 ppt) and removed for 2025; 2025 PSUs increase the financial score range to 0–200% and set TSR target at the 55th percentile with a cap if TSR is negative .
Equity Ownership & Alignment
| Policy | Requirement | Enforcement/Notes |
|---|---|---|
| Ownership guideline | Management Committee members: 2x base salary; ELT members: 4x; CEO: 6x | Must retain 50% of net shares from each vest until in compliance; HRCC reviews annually |
| Post-vest holding (PSUs) | Mandatory 1-year holding period post‑vesting | Dividend equivalents accrue during holding period |
| Hedging/Pledging | Prohibited: hedging, pledging, margin accounts, speculative trading | Insider Trading Policy applies to all officers/directors; Section 16 pre‑clearance required for trades |
| Clawbacks | Mandatory recovery of excess incentive comp after restatement; misconduct-based recoupment expanded in 2023–2024 | Applies to cash and equity incentive compensation |
Beneficial ownership for individual non-NEO executives (including Ling Hai) was not itemized in the 2025 proxy; directors/NEOs as a group held 773,062 shares beneficially as of April 7, 2025 .
Employment Terms
| Term | Provision | Applicability |
|---|---|---|
| Non-compete / Non-solicit | LTIP participation requires signing a 12-month non-compete and 24-month non-solicit; violations trigger recovery of option gains and vested equity values from prior two years | Executives participating in LTIP (covers senior leadership including Management Committee participants) |
| Clawback (restatement) | Mandatory recovery of incentive comp above restated results | Executive officers |
| Severance (NEO standard) | Without cause: 18 months base continuation + 1.5x prior year bonus paid ratably; Change-in-control (double trigger): 24 months base + average bonus of prior 2 years; COBRA premiums and outplacement; non-compete up to 2 years | NEOs; company states “standard severance and change-in-control plans for key executives,” but individual coverage for non-NEOs not disclosed |
Compensation Structure Analysis
- Pay-for-performance linkage is robust: annual bonus funding was 119.7% based on adjusted net income and net revenue targets; PSUs tied to multi-year revenue/EPS growth and relative TSR (2022 PSUs paid 145.3%) .
- Equity-heavy mix (PSUs, RSUs, options), mandatory post-vest holding, and ownership guidelines (2x–6x salary tiers) align senior leaders with long-term shareholder value and temper short-term selling pressure .
- Governance safeguards include strict hedging/pledging prohibitions, enhanced clawbacks, and double-trigger change-in-control provisions—reducing misalignment and outsized windfall risk .
Say‑on‑Pay, Peer Group, and Shareholder Feedback
- Say‑on‑pay approval was 95% at the 2024 annual meeting, endorsing the program’s design .
- Compensation peer group includes Accenture, Adobe, American Express, Block, Booking Holdings, Broadcom, Discover, Fiserv, IBM, Intuit, Microsoft, Oracle, PayPal, Salesforce, Visa; S&P Global added for 2025 .
- Governance practices explicitly prohibit hedging/pledging, excise tax gross‑ups, and option repricing; HRCC retains an independent consultant (FW Cook) .
Investment Implications
- Alignment: Ling Hai operates under strong ownership, clawback, non-compete, and anti‑hedging frameworks that closely tie his incentives to revenue/EPS compounding and TSR, reducing misalignment risk and constraining opportunistic selling .
- Retention: Mandatory holding, ownership multiples, and non‑compete/non‑solicit terms support retention; change‑in‑control economics (for NEOs) are shareholder‑friendly via double‑trigger and capped TSR modifier (from 2025), mitigating windfall optics .
- Performance signals: Corporate bonus overfunding (119.7%) and 145.3% PSU payout evidence durable execution; investors can view the incentive structure as reinforcing continued focus on adjusted net income, net revenue, and market-relative TSR .
- External role: Appointment to Manulife’s board (Audit and Governance committees) adds cross‑industry insight; monitor potential incremental time commitments, but committee governance exposure can improve risk oversight expertise .
Disclosure limitations: Individual base salary, bonus, and equity grant values for Ling Hai are not itemized in the proxy (NEOs only). The analysis above relies on companywide executive program design and governance policies applicable to senior leadership.