Oki Matsumoto
MastercardAbout Oki Matsumoto
Oki Matsumoto, 61, is an independent director of Mastercard (MA) since June 2016. He is Founder, Chairman and former CEO of Monex Group, Inc., with prior senior roles at Goldman Sachs and the Tokyo Stock Exchange, bringing deep financial, digital innovation, and global perspective; he currently serves on MA’s Human Resources and Compensation Committee (HRCC). He is classified by MA as an “Industry Director” under legacy bylaws but meets NYSE independence standards for committee service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Monex, Inc. | Representative Director and CEO | 1999–2023 | Led global online brokerage; culture/talent and sustainability experience |
| Monex Group, Inc. | Founder, Chairman, former CEO | Since Feb 2011 | Strategic leadership of public fintech holding co. |
| Goldman Sachs Group, L.P. | General Partner | 1990–1998 | Senior leadership in financial markets |
| Tokyo Stock Exchange | Director | 2008–2013 | Market governance and regulatory oversight |
| Human Rights Watch | Board member and Vice Chair | Not disclosed | Governance experience and ESG perspective |
| Economic Counsel to the Prime Minister of Japan | Member | Not disclosed | Policy/regulatory advisory |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Monex Group, Inc. | Director | Current | Nominating committee member |
| Coincheck Group N.V. | Executive Chairman | Current | Majority owned by Monex; crypto/fintech exposure |
| TradeStation Group, Inc. | Executive Chairman | Current | Monex subsidiary; brokerage technology |
| Japan Catalyst, Inc. | Executive Chairman | Current | Monex subsidiary |
| International House of Japan | Councilor | Current | Non-profit governance |
Board Governance
- Committee assignments: HRCC member; HRCC is responsible for executive pay design, pay-for-performance alignment, succession planning, and people strategy; HRCC met 5 times in 2024; Chair is Richard K. Davis .
- Independence: The Board determined all non-management directors (including Matsumoto) are independent under NYSE standards; Matsumoto is designated an “Industry Director” under MA’s charter, which imposes composition limits and excludes Industry Directors from nominating/selecting directors; proposal 5 at the 2025 AGM seeks to remove the Industry Director concept .
- Attendance and engagement: The Board held 6 meetings in 2024; each director attended ≥75% of Board/committee meetings and all directors attended the 2024 annual meeting; Board holds independent director executive sessions and conducts business/region visits with management and stakeholders .
- Risk oversight: HRCC considers compensation risk; overall risk governance spans Audit, Risk, and NCG committees with defined scopes .
Fixed Compensation
| Component | Amount | Detail | Citation |
|---|---|---|---|
| Annual Board retainer (cash) | $100,000 | Standard non-employee director cash retainer | |
| Committee retainer (HRCC, non-chair) | $15,000 | HRCC membership fee | |
| Total cash fees (2024) | $115,000 | Annual + HRCC retainer | |
| Annual equity grant (2024) | $245,310 | 545 DSUs at $450.11 closing price on June 18, 2024; immediately vested with 4-year transfer restriction | |
| Total director compensation (2024) | $360,310 | Cash + equity; no other comp reported |
Mix analysis:
- Equity % of total: 68% (computed from $245,310 / $360,310 )
- Cash % of total: 32% (computed from $115,000 / $360,310 )
Director compensation program features:
- Equity choice of restricted stock or DSUs; immediately vested, 4-year transfer restrictions; matching gifts up to $10,000; director stock ownership guideline = 5× cash retainer; all current non-employee directors exceed guideline .
Performance Compensation
| Element | Performance Link | Vesting/Terms | Citation |
|---|---|---|---|
| DSUs (545 units) | None (director awards are not metric-based) | Immediately vested; 4-year transfer restriction; settled after service ends per plan |
Note: MA does not tie non-employee director compensation to corporate performance metrics; performance-based awards (PSUs/options) apply to executives, overseen by the HRCC .
Other Directorships & Interlocks
| Company | Industry Relationship to MA | Potential Interlock/Conflict Consideration |
|---|---|---|
| Monex Group, Inc. | Fintech/securities; potential ecosystem participant | Matsumoto is Industry Director; MA charter imposes composition constraints; related-party transactions require approval; no Monex-related transactions disclosed |
| Coincheck Group N.V. | Crypto exchange/fintech | Reputation/compliance sensitivity typical of crypto; no related-party transactions disclosed in proxy |
| TradeStation Group, Inc. | Brokerage technology | No related-party transactions disclosed in proxy |
Expertise & Qualifications
- Financial markets leadership (Goldman Sachs GP); exchange governance (Tokyo Stock Exchange Director); fintech entrepreneurship (Monex founder/Chair); digital innovation and international perspective; policy and ESG exposure (Human Rights Watch, economic counsel to PM of Japan) .
Equity Ownership
| Ownership Measure | Amount | Notes |
|---|---|---|
| Direct/indirect Class A shares | 5,261 | As of April 7, 2025 |
| Shares obtainable within 60 days | 2,550 | Includes DSUs/RSUs/stock awards eligible within 60 days per SEC rules |
| Total beneficial ownership | 7,811 | Per SEC Rule 13d-3 definition |
| Class A shares outstanding | 902,487,192 | As of April 7, 2025 |
| Ownership as % of outstanding | 0.000865% | Computed: 7,811 / 902,487,192 |
| Hedging/pledging | Prohibited | Company-wide prohibition on pledging/hedging by directors |
| Ownership guideline compliance | Exceeds 5× cash retainer | All non-employee directors exceed guidelines |
Governance Assessment
- Board effectiveness: Active HRCC member overseeing pay-for-performance, succession and human capital; HRCC conducted 5 meetings in 2024; strong governance processes (independent consultant, clawbacks, double-trigger change-in-control; no option repricing) support investor confidence .
- Independence and conflicts: Matsumoto meets NYSE independence for committee service, but is an “Industry Director,” signaling potential ecosystem affiliations. MA’s charter caps Industry Director representation and excludes them from nominations; Board seeks shareholder approval to remove the legacy Industry Director concept in 2025, which, if passed, will modernize composition rules while remaining within NYSE independence standards .
- Attendance/engagement: ≥75% attendance threshold met; full attendance at annual meeting; Board executes independent sessions and stakeholder visits—positive signal for oversight quality .
- Alignment: High equity component (68% of 2024 comp) and strict anti-hedging/pledging enhance alignment; ownership guidelines exceeded .
- RED FLAGS: Crypto exposure via Coincheck Group N.V. can raise regulatory/reputation risk, though no related-party transactions with MA are disclosed; Industry Director classification suggests potential affiliation risk, mitigated by charter limits and independence determinations .
References:
- Biography, roles, and committee membership
- Director compensation program and 2024 amounts
- Board meetings and attendance
- Independence and Industry Director rules
- AGM proposals (remove Industry Director concept)
- Stock ownership tables and shares outstanding
- Governance practices and HRCC responsibilities