Mark Barnett
MastercardAbout Mark Barnett
Global Head of Small and Medium Enterprises (SME) at Mastercard and a member of the Management Committee (2025–present). Previously President of Mastercard Europe (June 1, 2020–September 2025), after leading the U.K., Ireland, Nordics and Baltics division and Global Consulting Services; he joined Mastercard in 2003. He holds an MBA from Imperial College Business School (University of London) and a bachelor’s degree in Economics from London University . Company performance context during his tenure includes robust long-term stock appreciation (closing price from $86.16 on 12/31/2014 to $526.57 on 12/31/2024) and strong capital return ($13.4B in 2024), underpinning incentive plan outcomes tied to adjusted net revenue, adjusted EPS, and relative TSR . PSU results for the 2022–2024 cycle averaged a 100.2% financial score with a +45% TSR modifier (73rd percentile), yielding a 145.3% payout, reflecting sustained revenue/EPS growth alignment .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Mastercard | Global Head of SME; Management Committee | 2025–present | Oversees global SME products and embedded solutions; focus on enabling SMBs via partnerships, tech, and services |
| Mastercard | President, Europe; Management Committee | 2020–2025 | Drove a digital‑first agenda and significant profitable share gains across 43 countries, 550M+ consumers and 73B+ transactions through major partnerships |
| Mastercard | President, U.K., Ireland, Nordics & Baltics | 2014–2020 | Grew regional issuer/merchant relationships; advanced adoption of digital payments |
| Mastercard | Head, Global Consulting Services (Advisors) | 2010–2014 | Led board‑level client work on payments strategy, product innovation, and transformation programs |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| World Economic Forum | Agenda Contributor (President, Europe) | 2021 | Thought leadership on digital inclusion and worker protections; amplifies Mastercard policy dialogue |
Fixed Compensation
- Base salary: Not individually disclosed for Barnett; base salaries for executive officers are reviewed annually by the HRCC against peer data and contributions, with adjustments as warranted .
- Cash bonus framework (company-wide for executives): Determined by a corporate financial score (2/3 adjusted net income, 1/3 adjusted net revenue), subject to a +/-10ppt ESG modifier in 2024 and a strategic adjustment (+10ppt/−20ppt); max 250% of target. ESG modifier removed starting 2025 to sharpen pay‑for‑performance focus .
Performance Compensation
| Incentive | Metric | Weighting | Target(s) | Actual | Payout/Score | Vesting/Design |
|---|---|---|---|---|---|---|
| Annual Incentive (SEAICP) | Adjusted Net Income | 67% (financial score 2/3 OI) | Company targets set annually by HRCC | Company-wide; not disclosed by executive | Corporate score 0–200%; total payout up to 250% with modifiers | Annual cash; formulaic score × individual factor; strategic modifiers; ESG modifier removed in 2025 |
| Annual Incentive (SEAICP) | Adjusted Net Revenue | 33% (financial score 1/3 revenue) | Company targets set annually by HRCC | Company-wide; not disclosed by executive | Incorporated in corporate score | Same as above |
| PSUs (2022–2024 cycle) | Adjusted Net Revenue growth (3 one‑year goals) | 50% | 16%, 13%, 12% targets (2022–2024) | 26.7%, 14.2%, 13.1% | 150.0%, 66.0%, 64.7%; average 93.6% | 3‑yr performance; payout 0–200%; 1‑yr mandatory holding post‑vest; dividend equivalents during holding |
| PSUs (2022–2024 cycle) | Adjusted EPS growth (3 one‑year goals) | 50% | 27%, 22%, 22% targets (2022–2024) | 37.2%, 22.2%, 18.8% | 150.0%, 102.5%, 68.0%; average 106.8% | Same plan design as above |
| PSUs (2022–2024 cycle) | Relative TSR vs S&P 500 | Modifier (±50ppt) | 50th percentile (100%); max 75th (150%) | 73rd percentile | 145% modifier; final payout 145.3% (100.2% × 145%) | Applied to financial score to reflect shareholder experience |
| PSUs (2024–2026 cycle) | Adjusted Net Revenue & Adjusted EPS | 50%/50% | Set at grant; annual goals over 3 years | In progress | 0–150% each pre‑TSR | 3‑yr performance; one‑year hold; dividend equivalents during holding |
| Stock Options (annual LTI) | Stock Price Appreciation | n/a | Exercise price at grant | Company-wide | Value only if stock appreciates | 3 equal annual vesting; 10‑yr term; e.g., 3/1/2024 grant at $476.63 |
| RSUs (annual LTI) | Service/Retention | n/a | n/a | n/a | n/a | 3 equal annual vesting; part of balanced LTI mix |
| PSU Plan Changes (2025) | TSR target/negative cap | n/a | TSR target now 55th percentile; negative TSR cap (max 100% modifier if TSR is negative) | n/a | Maintains 0–200% maximum payout | Sharpened alignment; financial score range widened to 0–200% |
Equity Ownership & Alignment
- Ownership guidelines: Executives must hold meaningful stock; requirements are 6× salary (CEO), 4× (CFO/ELT members), and 2× for remaining Management Committee members. Executives must retain at least 50% of net shares from RSU/PSU vesting until in compliance. All NEOs are in compliance; individual compliance for Barnett not disclosed .
- Hedging/pledging: Prohibited, strengthening alignment and reducing risk of forced sales; robust clawback and forfeiture policies are maintained .
- PSU post‑vest holding: One‑year mandatory hold on vested PSUs, with dividend equivalents only during the hold, which moderates near‑term selling pressure .
Employment Terms
- Change‑in‑control: Company mandates double‑trigger provisions for all plans that contemplate a change in control (requires both event and qualifying termination), protecting shareholder alignment while avoiding single‑trigger windfalls .
- Mandatory retirement: Executives must retire by the last day of the calendar year in which they turn 65 .
- Severance specifics: Potential payments tables are disclosed for NEOs; individual severance terms for Barnett are not disclosed .
Investment Implications
- Pay‑for‑performance alignment: Barnett’s incentives are governed by company‑wide frameworks that weight adjusted revenue/EPS with a relative TSR modifier, and include one‑year post‑vest PSU holding—features that tightly couple realized pay with shareholder outcomes and dampen short‑term sell pressure .
- Ownership discipline: Mandatory retention and no hedging/pledging reduce liquidity‑driven selling risks; MC ownership guidelines (2× salary for MC, 4× for ELT) support durable alignment, though Barnett’s specific compliance level is not disclosed .
- Execution record: As President Europe, Barnett led significant, profitable share growth across a complex multi‑country footprint under a digital‑first agenda—experience now leveraged to scale SME solutions globally, a strategic growth vector for Mastercard .
- Key watch items: The 2025 PSU design tightens TSR alignment (55th percentile target; negative TSR cap) and removes the annual ESG modifier, increasing emphasis on financial outcomes; track emerging Form 4 activity for Barnett to assess incremental selling pressure and evolving equity mix as SME initiatives scale .