Michael Miebach
MastercardAbout Michael Miebach
Michael Miebach is President and CEO of Mastercard (since January 2021) and a management director on the Board (director since January 2021); age 57 at the 2025 Annual Meeting . Under his leadership, 2024 GAAP net revenue grew 12% to $28.2B, GAAP net income grew 15% to $12.9B, and GAAP diluted EPS rose 17% to $13.89; non-GAAP adjusted net revenue and adjusted EPS increased 13% and 21%, respectively . The 2022–2024 PSU cycle paid out at 145.3%, driven by strong relative TSR performance at the 73rd percentile versus the S&P 500 and solid multi-year revenue/EPS growth metrics .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mastercard | President and CEO | Since Jan 2021 | Led growth and diversification across payments, commercial flows, and services; strengthened regulator engagement and innovation focus . |
| Mastercard | President | Feb 2020 – Dec 2020 | Transitioned into CEO role while driving operating performance and strategy alignment . |
| Mastercard | Chief Product Officer | Jan 2016 – Feb 2020 | Advanced digital, security, and innovation initiatives; consumer insights orientation . |
| Mastercard | President, Middle East & Africa | 2010 – 2015 | Expanded regional footprint and partnerships; deep regulator engagement . |
| Barclays Bank PLC | Managing Director, MENA/Sub-Saharan Africa | 2007 – 2010 | Led regional businesses, risk and growth execution . |
| Citigroup | Executive roles (Germany, Austria, U.K., Turkey) | 1994 – 2007 | Built multi-country payments/financial services experience . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| IBM | Director; Executive Compensation & Management Resources Committee | Current | Public company board service and compensation oversight . |
| Metropolitan Opera | Advisory Director | Current | Cultural institution governance . |
| World Resources Institute | Director | Current | Sustainability and policy engagement . |
| US-India Strategic Partnership Forum | Director | Current | Cross-border policy and business ties . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 1,145,833 | 1,237,500 | 1,250,000 |
| Target Annual Bonus (% of Base) | Not disclosed | Not disclosed | 200% |
| Actual Annual Bonus ($) | 4,967,900 | 4,060,000 | 4,548,600 |
| All Other Compensation ($) | 205,268 | 314,093 | 192,896 |
| Total Compensation ($) | 21,058,543 | 25,746,498 | 30,099,482 |
| 2025 Adjustments | Detail |
|---|---|
| Base Salary | Increased to $1,400,000 effective March 1, 2025 . |
| Target Annual Bonus | Increased to 250% of base in 2025 . |
| 2024 All Other Compensation Detail | Amount ($) |
|---|---|
| Perquisites & personal benefits (aircraft, car) | 62,645 |
| Company contributions to defined contribution plans | 125,001 |
| Insurance premiums | 5,250 |
| Total | 192,896 |
Performance Compensation
2024 Annual Incentive (SEAICP) – Structure and Outcome
| Component | Design | 2024 Outcome |
|---|---|---|
| Financial metrics and weights | 67% adjusted net income; 33% adjusted net revenue | Financial score 126% |
| ESG modifier | ±10 percentage points; applied 0 ppts in 2024 | 0 ppts |
| Strategic performance adjustment | +10 / -20 percentage points; applied 0 ppts in 2024 | 0 ppts |
| Final corporate score | Funding 126% less 5% reserve (6.3 ppts) = 119.7% | 119.7% |
| CEO target bonus | 200% of base salary ($2,500,000) | 181.9% of target ($4,548,600) |
| SEAICP Financial Goal Details | 2023 Adjusted Actual | 2024 Threshold (50%) | 2024 Target (100%) | 2024 Max (200%) | 2024 Adjusted Actual | 2024 Score |
|---|---|---|---|---|---|---|
| Adjusted net income ($mm) (67%) | 11,800 | 12,324 | 13,489 | 14,653 | 13,865 | 132% |
| Adjusted net revenue ($mm) (33%) | 25,054 | 26,819 | 28,330 | 29,840 | 28,544 | 114% |
Long-Term Incentives (LTI) – Mix and Grants
| Program Element | Mix | Vesting | Key 2024 Grant Terms |
|---|---|---|---|
| PSUs | 60% of LTI | 3-year performance; 1-year post-vest holding; TSR modifier | $13,950,000 PSUs granted 3/1/2024 |
| RSUs | 20% of LTI | 3 equal annual installments beginning 1st anniversary | $4,650,000 RSUs granted 3/1/2024 |
| Stock Options | 20% of LTI | 3 equal annual installments; 10-year term | $4,650,000 options @ $476.63 strike (3/1/2024) |
| 2025 LTI Grants (Granted March 1, 2025) | PSUs ($) | Options ($) | RSUs ($) | Option Strike / FV | RSU Price | Vesting Start |
|---|---|---|---|---|---|---|
| Michael Miebach | 14,850,000 | 4,950,000 | 4,950,000 | $576.31 strike; $192.87 fair value | $570.76 (dividend-discounted) | March 1, 2026 |
PSU Performance Cycle (2022–2024) – Payout
| Metric | Threshold | Target | Maximum | Actual | Score |
|---|---|---|---|---|---|
| 2022 adjusted net revenue growth | 16% | 20% | 25% | 26.7% | 150.0% |
| 2022 adjusted EPS growth | 22% | 27% | 31% | 37.2% | 150.0% |
| 2023 adjusted net revenue growth | 13% | 17% | 22% | 14.2% | 66.0% |
| 2023 adjusted EPS growth | 17% | 22% | 26% | 22.2% | 102.5% |
| 2024 adjusted net revenue growth | 12% | 16% | 21% | 13.1% | 64.7% |
| 2024 adjusted EPS growth | 17% | 22% | 26% | 18.8% | 68.0% |
| 3-year adjusted net revenue CAGR | — | 18% target | — | 19.2% | — |
| 3-year adjusted EPS CAGR | — | 23% target | — | 28.4% | — |
| Average financial score | — | — | — | — | 100.2% |
| Relative TSR modifier | 25th/50th/75th percentiles | Target 50th (100%) | Max 150% | 73rd percentile | 145.0% |
| Final PSU payout | — | — | — | — | 145.3% |
Equity Ownership & Alignment
| Ownership Metric | Value |
|---|---|
| Shares directly and indirectly owned | 29,697 |
| Shares obtainable within 60 days (options, RSUs) | 128,471 |
| Total beneficial ownership | 158,168 |
| Ownership as % of outstanding | Each director/NEO is <1% of 902,487,192 shares . |
| CEO ownership guideline | 6x base salary; all NEOs in compliance . |
| Retention rule | Must retain at least 50% of net shares from RSU/PSU vesting until guideline met . |
| Hedging/Pledging | Prohibited for executives and directors . |
| Outstanding Equity at 12/31/2024 | Count | Value ($) |
|---|---|---|
| Unvested RSUs | 59,377 | 31,266,147 |
| Unearned PSUs (max potential) | 125,580 | 66,126,661 |
| Stock Options – Selected Grants | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| 3/1/2018 | 29,952 | — | 173.49 | 3/1/2028 |
| 3/1/2019 | 26,400 | — | 227.25 | 3/1/2029 |
| 3/1/2020 | 11,748 | — | 290.25 | 3/1/2030 |
| 3/1/2021 | 18,810 | 6,272 | 362.90 | 3/1/2031 |
| 3/1/2022 | 22,971 | 11,486 | 344.48 | 3/1/2032 |
| 3/1/2023 | 10,685 | 21,372 | 353.50 | 3/1/2033 |
| 3/1/2024 | — | 28,241 | 476.63 | 3/1/2034 |
| 2024 Option Exercises and Stock Vested | Shares | Value ($) |
|---|---|---|
| Options: shares acquired on exercise | 23,552 | 8,514,586 |
| Stock awards: shares acquired on vesting | 41,552 | 19,775,268 (incl. PSUs deferred one year) |
Employment Terms
| Provision | Key Terms |
|---|---|
| Mandatory retirement | Last day of calendar year in which executive turns 65 . |
| Non-compete | 12 months post-termination; misconduct-based equity recoupment if violated . |
| Non-solicit | 24 months post-termination; related recoupment provisions . |
| Clawbacks | NYSE-compliant mandatory recovery policy; SEAICP/LTIP/PSU agreements allow recoupment upon restatement and misconduct causing material harm . |
| Change-in-control | Double-trigger vesting; PSUs vest at target if goals not measurable post-CIC; immediate vesting if terminated without cause within 6 months before or 2 years after CIC . |
| Hedging/Pledging | Prohibited; margin accounts restricted . |
| Tax gross-ups | No excise tax gross-ups; limited tax gross-ups only under global mobility programs . |
| Potential Payments (Assuming Event on 12/31/2024; Stock $526.57) | Cash Severance ($) | Annual Incentive ($) | Unvested RSUs ($) | Unexercisable Options ($) | PSUs ($) | Other Benefits ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| Death | — | 2,500,000 | 11,309,670 | 8,227,232 | 46,797,856 | — | 68,834,758 |
| Disability | — | 2,500,000 | 11,309,670 | 8,227,232 | 46,797,856 | — | 68,834,758 |
| For Cause | — | — | — | — | — | — | — |
| Voluntary (retirement-eligible) | — | — | 11,309,670 | 8,227,232 | 46,797,856 | — | 66,334,758 |
| Without Cause / Good Reason | 7,628,312 | 4,548,600 | 11,309,670 | 8,227,232 | 46,797,856 | 64,711 | 78,576,381 |
| Termination following CIC | 10,913,844 | 4,548,600 | 11,309,670 | 8,227,232 | 46,797,856 | 64,711 | 81,861,913 |
Board Governance
- Board structure: Independent Board Chair (Merit E. Janow) since January 1, 2022; CEO is a management director. Independent directors meet in regular executive sessions led by the Chair, supporting robust oversight and independence .
- Committees: As a management director, Miebach serves on no Board committees and receives no director compensation .
- Attendance: Each director attended 75%+ of meetings in 2024; all directors attended the 2024 annual meeting .
- Pay governance: Strong practices include pay-for-performance alignment, double-trigger CIC, robust clawbacks, ownership requirements, and prohibitions on hedging/pledging .
Say-on-Pay & Compensation Peer Group
- Say-on-Pay: 95% support at the 2024 annual meeting; HRCC views this as affirmation of the pay-for-performance program .
- Peer group: Accenture, Adobe, American Express, Block, Booking Holdings, Broadcom, Discover, FIS, Fiserv, IBM, Intuit, Microsoft, Oracle, PayPal, Salesforce, Visa (used for 2024); for 2025, S&P Global added, FIS removed .
- Pay positioning: Total compensation targeted around the median of market-competitive levels; HRCC uses independent consultant FW Cook; confirmed independent with no conflicts .
Compensation Structure Analysis
- Mix: Significant equity emphasis (PSUs 60%, RSUs 20%, options 20%), with multi-year vesting and one-year PSU holding, indicating strong alignment and retention focus .
- Metric rigor: 2024 SEAICP goals produced a 119.7% corporate score; CEO payout at 181.9% of target reflects strong company and individual performance .
- Plan evolution: 2025 PSU program tightens alignment via higher TSR target (55th percentile for 100% modifier) and caps modifier at 100% in negative TSR scenarios; ESG modifier removed from annual plan starting 2025 to focus on strategic performance .
- Red flags mitigated: No option repricing, no excise tax gross-ups, hedging/pledging prohibited; robust clawbacks including misconduct-based recoupment .
Risk Indicators & Red Flags
- Hedging/Pledging: Explicitly prohibited; margin account restrictions apply .
- Clawbacks: NYSE-compliant mandatory recovery and broader misconduct recoupment provisions .
- CIC terms: Double-trigger vesting reduces windfall risk; PSUs vest at target if performance cannot be measured post-CIC .
- Say-on-Pay: Strong support (95%) reduces governance risk perception .
- Tax gross-ups: No excise tax gross-ups; limited to global mobility programs .
Equity Ownership & Insider Selling Pressure
- Ownership and compliance: CEO meets 6x salary ownership requirement; required to hold 50% of net shares from vestings until compliant .
- Vested/Exercises: 2024 saw 23,552 option exercises ($8.5M value) and 41,552 shares vested ($19.8M value); PSUs carry a one-year deferral/holding period, moderating near-term sale pressure .
- Upcoming vesting cadence: Annual RSU/option vesting occurs in three equal tranches starting one year after grant; PSUs vest after three-year performance with mandatory one-year holding, often around March 1 cycles .
Director Compensation (for management director)
- As CEO and a management director, Miebach receives no Board or committee retainers; non-employee director compensation (cash/equity retainers) does not apply to him .
Expertise & Qualifications (highlights)
- Global payments, regulatory engagement, talent management, culture development, information security and innovation; extensive regional leadership experience in MEA and Europe; current service on IBM’s compensation committee underscores compensation governance expertise .
Investment Implications
- Alignment: High equity-based pay with rigorous revenue/EPS/TSR metrics, one-year PSU holding, and strong ownership requirements suggest high alignment to long-term value creation and reduced misalignment risk .
- Retention risk: Elevated unvested RSU/PSU and multi-year vesting, plus non-compete/non-solicit and robust clawbacks, lower near-term departure risk; mandatory retirement at 65 sets a long runway but a defined horizon .
- Trading signals: Annual vesting and March 1 PSU settlements can coincide with Form 4 activity; 2024 corporate score and 2022–2024 PSU payout above target indicate performance momentum potentially supporting compensation-driven equity realization windows .
- Governance: Independent chair and no committee service for the CEO mitigate dual-role concerns; strong say-on-pay approval and best-practice features lower governance overhang .