Raj Seshadri
MastercardAbout Raj Seshadri
Mastercard’s Chief Commercial Payments Officer since April 9, 2024, previously President, Data & Services. As a Management Committee member, her 2024 objectives focused on accelerating innovation and growth in commercial B2B payments and money movement solutions to deliver best-in-class customer value . Company performance context: GAAP net revenue $28.2B (+12% YoY), GAAP net income $12.9B (+15%), GAAP diluted EPS $13.89 (+17%); non-GAAP adjusted diluted EPS $14.60 (+21%); capital returned $13.4B (buybacks $11.0B, dividends $2.4B); cash from operations $14.8B in 2024 . Multi‑year alignment metrics: 2022 PSUs paid at 145.3% after relative TSR modifier; 2024 corporate bonus score 119.7% .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Mastercard | Chief Commercial Payments Officer | Apr 9, 2024–present | Lead commercial B2B payments and money movement solutions growth and innovation to create customer value |
| Mastercard | President, Data & Services | Until Apr 9, 2024 | Drove value‑added services (fraud, cybersecurity, consulting, loyalty, open banking, data/AI) to differentiate payments and diversify revenue |
Fixed Compensation
| Component | 2024 detail |
|---|---|
| Base salary | $675,000 effective March 1, 2024 (up from $650,000) |
| Target annual bonus | 125% of base salary; target $843,750 |
| Actual 2024 bonus | 143.6% of target; payout $1,211,963 |
Performance Compensation
Annual incentive (SEAICP) design and 2024 outcome
| Item | Details |
|---|---|
| Corporate financial metrics (weights) | Adjusted Net Income (67%), Adjusted Net Revenue (33%) |
| 2024 financial goal/actual and score | Adjusted NI target $13,489mm vs actual $13,865mm → 132%; Adjusted NR target $28,330mm vs actual $28,544mm → 114% |
| ESG modifier (±10 ppts) | 2024 net 0 ppts; modifier removed beginning 2025 |
| Strategic performance adjustment (±10/−20 ppts) | No adjustment |
| Corporate score used for payouts | 119.7% (after reserving 5% of funding) |
| Seshadri 2024 bonus result | 143.6% of target; $1,211,963 |
Long-term incentives (LTI) – 2024 grants and plan mechanics
| Feature | Detail |
|---|---|
| 2024 LTI mix | 60% PSUs, 20% RSUs, 20% Stock Options |
| PSU metrics and vesting | Three 1‑year Adjusted Net Revenue growth and three 1‑year Adjusted EPS growth (equal weight), averaged over 2024–2026; ±50% relative TSR vs S&P 500; payout 0–200%; 1‑year post‑vest holding period |
| Option terms | 10‑year max term; 3‑year ratable vesting; exercise price equals grant‑date close |
| RSU vesting | 3‑year ratable vesting |
| 2022 PSU settlement | 145.3% payout after relative TSR modifier for the 2022–2024 period |
2024 and promotion LTI grants (grant-date fair values and units)
| Grant date | Instrument | Target units / option count | Exercise price | Vesting | Grant-date fair value |
|---|---|---|---|---|---|
| Mar 1, 2024 | PSUs | 2,990 target | — | 2024–2026 PSU plan | $3,069,056 |
| Mar 1, 2024 | RSUs | 2,014 | — | 3-year ratable | $950,326 |
| Mar 1, 2024 | Stock Options | 5,770 | $476.63 | 3-year ratable | $950,088 |
| Apr 9, 2024 | PSUs | 636 target | — | 2024–2026 PSU plan | $626,514 |
| Apr 9, 2024 | RSUs | 428 | — | 3-year ratable | $200,051 |
| Apr 9, 2024 | Stock Options | 1,256 | $472.16 | 3-year ratable | $200,056 |
| Totals (policy values) | — | — | — | $4.75M Mar 1 + $1.00M Apr 9 (policy allocations) |
Equity Ownership & Alignment
Beneficial ownership and guideline status
| Item | Value |
|---|---|
| Shares owned (direct/indirect) | 7,700 |
| Shares obtainable within 60 days (options/RSUs/DSUs) | 19,889 |
| Total beneficial ownership | 27,589 |
| Ownership as % of outstanding | Each NEO/director <1% of Class A |
| Stock ownership requirement | 4x base salary for NEO/Management Committee; all NEOs meet requirement |
| Retention/holding policy | Must retain at least 50% of net shares from RSU/PSU vesting until compliant |
| Hedging/pledging | Prohibited by policy |
Outstanding equity at 12/31/2024 (select details for Seshadri)
| Grant date | Options exercisable | Options unexercisable | Exercise price | Expiration | Unvested RSUs (shares) | RSU market value | Unearned PSUs (max shares) | PSU market/payout value basis |
|---|---|---|---|---|---|---|---|---|
| 3/1/2020 | 3,977 | — | $290.25 | 3/1/2030 | — | — | — | — |
| 3/1/2021 | 2,616 | 874 | $362.90 | 3/1/2031 | — | — | — | — |
| 3/1/2022 | 3,835 | 1,918 | $344.48 | 3/1/2032 | — | — | — | — |
| 3/1/2023 | 2,164 | 4,329 | $353.50 | 3/1/2033 | — | — | — | — |
| 3/1/2024 | — | 5,770 | $476.63 | 3/1/2034 | — | — | — | — |
| 4/9/2024 | — | 1,256 | $472.16 | 4/9/2034 | — | — | — | — |
| Balance at 12/31/2024 | — | — | — | — | 11,011 | $5,798,062 | 28,082 | $14,787,139 (pricing at $526.57) |
Deferred PSUs (one-year post-vest hold)
| Item | 2024 activity/value |
|---|---|
| Executive contributions (PSUs placed on 1-year hold) | $2,133,515 |
| Aggregate 2024 earnings (price changes + dividend equivalents) | $258,817 |
| Aggregate withdrawals/distributions in 2024 | $208,917 |
| Aggregate balance at 12/31/2024 | $2,370,547 |
Employment Terms
Severance and restrictive covenants (plan terms)
- Without Cause or Good Reason (not in CIC): Base salary continuation for 18 months (extendable to 24 months at company discretion) plus 1.5x prior year’s annual bonus, pro‑rated current‑year bonus based on actual results, COBRA premiums during the severance period, and outplacement; subject to release and restrictive covenants .
- Change in Control (double‑trigger within 6 months before/2 years after): 24 months base salary continuation plus average bonus over prior two years, pro‑rated current/previous year bonuses (based on actual performance), COBRA/retiree health coverage during severance, outplacement; two‑year non‑compete/non‑solicit; 280G cutback if beneficial .
- Non‑compete/non‑solicit tied to awards/severance: 12‑month non‑compete and 24‑month non‑solicit tied to LTI; severance plan requires non‑compete/non‑solicit for the longer of 18 months or the severance period; CIC requires two‑year non‑compete/non‑solicit .
- Equity treatment: Retirement/disability/death and CIC provisions provide continued/accelerated vesting as specified; PSUs pay at target when performance cannot be assessed post‑CIC; death accelerates RSUs/PSUs (target) and options .
Potential payments (assuming event on 12/31/2024; pricing at $526.57)
| Scenario | Cash severance | Annual incentive | Unvested RSUs | Unexercisable options | PSUs | Other benefits | Total |
|---|---|---|---|---|---|---|---|
| Death | — | $843,750 | $2,465,927 | $1,598,009 | $9,686,782 | — | $14,594,468 |
| Disability | — | $843,750 | $2,465,927 | $1,598,009 | $9,686,782 | — | $14,594,468 |
| Without Cause / Good Reason | $2,513,249 | $1,211,963 | $1,003,116 | — | $5,402,608 | $59,803 | $10,190,739 |
| Termination following CIC (double‑trigger) | $3,513,938 | $1,211,963 | $2,465,927 | $1,598,009 | $9,686,782 | $59,803 | $18,536,422 |
- Mandatory retirement: last day of the calendar year the executive turns 65 .
Governance, Policies, and Signals
- Ownership guidelines: 4x base salary for Management Committee members; must hold at least 50% of net after‑tax shares until compliant; all NEOs are compliant .
- Clawbacks: Robust clawback and equity award forfeiture policies; double‑trigger CIC required; no excise tax gross‑ups for executive officers; hedging/pledging prohibited .
- Say‑on‑pay support: 95% approval at 2024 annual meeting .
- Related parties: No related‑person transaction disclosed for Ms. Seshadri; the only example disclosed involved another executive’s household relationship .
Compensation Structure Analysis
- Cash vs equity mix: 2024 grants skew 80% equity (60% PSUs/20% RSUs) with options at 20%, emphasizing long‑term alignment and at‑risk pay; RSUs/options vest over three years; PSUs have 3‑year performance with 1‑year post‑vest hold .
- Metric calibration: Annual plan tied to Adjusted NI and Adjusted NR; corporate 2024 score 119.7%; Raj’s payout 143.6% indicates above‑target individual/segment performance contribution; ESG modifier removed for 2025 while strategic performance remains a modifier .
- Award rigor: 2022 PSU payout 145.3% reflects strong multi‑year growth and high relative TSR (73rd percentile) within capped framework .
- Base salary movement: Increased to $675,000 in 2024 (+$25,000) concurrent with role elevation .
Investment Implications
- Strong alignment: High equity weighting (PSUs with relative TSR modifier), strict ownership/holding requirements, and hedging/pledging prohibitions support alignment and reduce adverse incentive risks .
- Limited selling pressure: Post‑vest PSU holding requirement and ownership guidelines dampen near‑term selling; 3‑year vesting across RSUs/options staggers supply; no pledging permitted .
- Retention economics: Double‑trigger CIC (2x salary+average bonus) and meaningful unvested equity suggest balanced retention; non‑compete/non‑solicit covenants extend up to two years post‑CIC .
- Pay-for-performance: 2024 bonus and 2022 PSU outcomes closely track company performance and TSR, indicating incentive design responsiveness; removal of ESG modifier in 2025 simplifies focus on financial/strategic outcomes .