Merit E. Janow
MastercardAbout Merit E. Janow
Merit E. Janow (age 67) is the independent Board Chair of Mastercard (MA), serving as Board Chair since January 1, 2022, and director since June 2014; she is Dean Emerita of Columbia University’s School of International and Public Affairs and Professor of Practice in International Economic Law and International Affairs (since 1993) . She is recognized as an Audit Committee financial expert and brings deep regulatory, international, technology/innovation, cybersecurity and sustainability expertise, with a particular focus on the Asia Pacific region .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Columbia University (SIPA) | Dean Emerita; Professor of Practice, International Economic Law & International Affairs | Dean Emerita since Mar 2022; Professor since 1993 | Leadership in governance, technology, innovation and cybersecurity; regulatory engagement experience |
| World Trade Organization | Member, Appellate Body | Not disclosed | International trade adjudication experience |
| U.S. Department of Justice | Executive Director, International Competition Policy Advisory Committee | Not disclosed | Competition policy leadership |
| Office of U.S. Trade Representative | Deputy Assistant USTR (Japan and China) | Not disclosed | Trade policy and Asia expertise |
| Nasdaq Stock Market, Inc. | Chair | Not disclosed | Public markets governance leadership |
| Nasdaq OMX Group | Director (past public co. board) | Not disclosed | Public company oversight |
| Trimble Inc. | Director (past public co. board) | Not disclosed | Public company oversight |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Aptiv PLC | Director; Compensation & HR Committee; Nominating & Governance Committee | Current | Public company directorship with governance and compensation oversight |
| American Funds (Capital Group) | Board member; Proxy committee member (family of >20 funds) | Current | Mutual fund governance (not a public operating company board) |
| Japan Society | Board Chair | Current | Non-profit leadership with Japan/U.S. focus |
| Mitsubishi UFJ Financial Group (MUFG) | Global Advisory Board member | Current | Advisory role to a global financial institution |
| Peterson Institute for International Economics | Director | Current | Economic policy think tank governance |
Board Governance
- Roles and independence: Independent Board Chair (since Jan 1, 2022), presides over executive sessions; Board determined all directors except the CEO are independent .
- Committee assignments: Chair, Nominating & Corporate Governance (NCG); Member, Audit; Member, Risk .
- Committee activity (2024): Audit (9 meetings), NCG (4), Risk (5) .
- Board activity (2024): Board held 6 meetings; each director attended ≥75% of Board/committee meetings; all directors attended the 2024 annual meeting .
- Tenure: Director since June 2014; Board Chair since January 2022 .
Fixed Compensation
| Component (Director, 2024) | Amount (USD) | Detail |
|---|---|---|
| Annual cash retainer – Board Chair | $187,500 | Board Chair cash retainer |
| Committee retainers – Audit (member) | $20,000 | Audit Committee member fee |
| Committee retainers – NCG (chair) | $25,000 | NCG Chair fee |
| Committee retainers – Risk (member) | $20,000 | Risk Committee member fee |
| Total cash fees earned | $252,500 | Sum of above |
| Annual equity grant (grant date 6/18/2024) | $332,631 | 739 DSUs at $450.11 grant stock price equivalent; immediately vested with 4-year transfer restriction |
| Total 2024 director compensation | $585,131 | Cash + equity |
Notes:
- 2024 director pay structure unchanged vs. 2023; non-employee directors receive cash and equity (restricted stock or DSUs at director’s election); equity is immediately vested but subject to a four-year transfer restriction .
- Director stock ownership guideline: 5x annual cash retainer; all current non-employee directors exceed the guideline .
Performance Compensation
| Element | Metrics | Structure |
|---|---|---|
| Director equity (DSUs/restricted stock) | None (no performance metrics) | Immediately vested with 4-year transfer restriction; not performance-based |
Other Directorships & Interlocks
| Company/Entity | Type | Role | Potential Interlock Considerations |
|---|---|---|---|
| Aptiv PLC | Public company | Director; comp and nom/gov committees | Standard board service; no related-party transactions disclosed with MA |
| American Funds (Capital Group funds) | Mutual funds | Board member; proxy committee member | Fund governance; not a public operating company board |
| Japan Society | Non-profit | Board Chair | Non-profit leadership |
| MUFG | Advisory board | Global Advisory Board member | Advisory role; Board determined her independence; not designated an Industry Director |
| Peterson Institute | Non-profit | Director | Policy institute governance |
Expertise & Qualifications
- Regulatory/governmental, international economic law, and Asia-Pacific expertise; technology/innovation, digital, cybersecurity, and sustainability experience; public company board experience; designated Audit Committee financial expert .
Equity Ownership
| Holding Category (as of April 7, 2025) | Shares |
|---|---|
| Direct/indirect ownership | 8,522 |
| Obtainable within 60 days (RSUs/DSUs/restricted stock) | 4,784 |
| Total beneficial ownership | 13,306 |
Ownership alignment and safeguards:
- Ownership guideline: 5x annual cash retainer; all non-employee directors exceed the guideline (implies strong alignment) .
- Hedging/pledging: Prohibited; also prohibits holding MA securities in margin accounts without cash cover arrangements .
Governance Assessment
- Board effectiveness: As independent Board Chair and NCG Chair, Janow anchors governance, succession, legal/public policy oversight and board refreshment; membership on Audit and Risk strengthens continuity across financial reporting, risk, and strategic oversight .
- Independence and attendance: Board affirmed her independence; directors met ≥75% meeting attendance threshold; Janow presides over executive sessions, reinforcing independent oversight .
- Compensation/ownership alignment: Cash/equity structure is market-aligned; equity is subject to long transfer restriction; directors exceed robust ownership guidelines; hedging/pledging prohibited—strong alignment with shareholders .
- Other directorships & conflicts: Current public board at Aptiv; advisory and non-profit roles; Company disclosed no related-party transactions involving her; she is not designated an Industry Director, supporting independence from customer/competitor affiliations .
- RED FLAGS: None observed—no pledging, no related-party transactions disclosed, no attendance concerns disclosed for her individually .