Raja Rajamannar
MastercardAbout Raja Rajamannar
Mastercard’s Chief Marketing & Communications Officer and member of the Executive Leadership Team/Management Committee; transitioning to Senior Fellow effective December 1, 2025 . He has served as CMO for ~12 years, with prior responsibilities including President, Healthcare, reflecting a long-tenured role shaping brand, marketing ROI, and commercialization initiatives . Pay-for-performance at Mastercard ties annual incentives to adjusted net income and net revenue, and long-term PSUs to adjusted EPS, adjusted net revenue, and a relative TSR modifier, aligning compensation with revenue growth, profitability, and shareholder returns .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mastercard | Chief Marketing & Communications Officer | ≈12 years (through 2025) | CEO cites his impact as “transformative” for brand and growth; transition retains expertise as Senior Fellow . |
| Mastercard | President, Healthcare (in addition to CMO) | Role observed in 2021–2023 proxies | Expanded remit beyond brand into healthcare commercialization and partnerships . |
External Roles
- Not disclosed in the company’s proxy statements (no public-company directorships listed for Rajamannar) .
Fixed Compensation
- Base salary governance: HRCC reviews executive salaries annually using peer benchmarks and individual contributions; increases applied selectively (illustrative decisions disclosed for NEOs, not CMO-specific) .
Performance Compensation
| Incentive Type | Metric | Weighting | Target/Design | Payout Mechanics | Vesting |
|---|---|---|---|---|---|
| Annual Incentive (SEAICP) | Adjusted Net Income | 2/3 | Financial score 0–200% | Corporate score x Individual Performance Factor (IPF) → payout; final bonus 0–250% of target | Cash bonus paid after fiscal year |
| Annual Incentive (SEAICP) | Adjusted Net Revenue | 1/3 | Financial score 0–200% | 2024 ESG modifier ±10 ppt; removed starting 2025 | Cash bonus paid after fiscal year |
| PSUs (2025 design) | Adjusted EPS | 50% | 3-year performance; annual targets set at grant aligned to guidance | Financial score range 0–200%; TSR modifier target at 55th percentile (100%); capped at 100% if TSR is negative; max payout 200% | PSU settlement post 3-year period |
| PSUs (2025 design) | Adjusted Net Revenue | 50% | 3-year performance; annual targets set at grant | Same as above | PSU settlement post 3-year period |
| Long-Term Mix | PSUs / RSUs / Options | 60% / 20% / 20% of LTI value (typical) | Granted under LTIP; design refined annually | Options strike at grant-date close; RSUs discounted for expected dividend yield | 2025 grants vest in three equal annual installments beginning March 1, 2026 for RSUs and options |
Equity Ownership & Alignment
| Policy/Item | Detail |
|---|---|
| Stock Ownership Requirement | Executive Leadership Team (including CMO) required to hold stock equal to 4x base salary; Management Committee members not in ELT: 2x . |
| Holding Requirement | Must retain at least 50% of net shares from each RSU/PSU vesting until in compliance with ownership requirement . |
| Hedging/Pledging | Hedging and pledging of Mastercard stock are prohibited; margin accounts permitted only with cash coverage of calls . |
| Clawbacks | Mandatory recovery of incentive compensation upon accounting restatement; misconduct-based recoupment expanded (recovery of option gains and equity/SEAICP payouts upon covenant violations) . |
| Option Practices | No repricing or spring-loading; annual grant timing/policy designed to avoid backdating concerns . |
Employment Terms
| Provision | Key Terms |
|---|---|
| Severance (Change-in-Control, Double-Trigger) | If terminated without cause or for good reason within 6 months before to 2 years after a change in control: lump-sum unpaid salary; pro-rata bonus for year of termination (+ prior year if unpaid, based on actual performance); 24 months base salary continuation; additional pay equal to average prior two years’ bonus over severance period; COBRA premiums or retiree health plan cost; reasonable outplacement; other plan benefits as applicable; subject to release of claims . |
| Restrictive Covenants | All executives subject to non-disclosure, non-compete, and non-solicit; LTI awards: 12-month non-compete, 24-month non-solicit with recovery of option gains and vested equity for violations; Severance plan: non-compete/non-solicit for longer of 18 months or severance length; Change-in-control payments: 2-year non-compete/non-solicit . |
| Severance Philosophy | Plans aim to ensure objective assessment of bids and maintain focus on shareholder interests; standard plans cover key executives . |
Compensation Peer Group (Benchmarking)
- Peer companies used in 2024/2025 pay decisions include: Accenture, Adobe, American Express, Block, Booking Holdings, Broadcom, Discover Financial Services, Fiserv, IBM, Intuit, Microsoft, Oracle, PayPal, Salesforce.com, Visa; S&P Global added for 2025; FIS removed .
Related Party Transactions (Governance)
- Bhargav M. Rajamannar (son of Raja) was employed at Mastercard in 2020 with $146,000 in base and bonus; not within his father’s reporting line; compensation aligned to peers at level and location .
Performance & Track Record
- Recognized by CEO for “transformative” impact on Mastercard’s brand and marketing; will continue contributing as Senior Fellow, supporting continuity in brand strategy . Management highlights a strong focus on marketing ROI and data-driven commercialization (e.g., Commerce Media), reflecting CMO accountability for spend effectiveness and linkage to transaction outcomes .
Investment Implications
- Alignment and retention: Strong ownership requirements (4x salary) with mandatory post-vest holding, hedging/pledging prohibitions, and robust clawbacks signal high alignment and limited hedging/pledging risk .
- Incentive rigor: 2025 PSU refinements (higher TSR threshold, negative TSR cap, wider financial score range) increase sensitivity to performance and shareholder outcomes; annual bonus tied predominantly to profitability (2/3 ANI) balanced with revenue growth (1/3) .
- Severance/COC: Double-trigger structure with extended non-compete/non-solicit reduces opportunistic turnover but creates defined potential cash obligations upon change-in-control; retention economics are structured via salary/bonus continuations post-termination .
- Trading signals: Three-year ratable vesting for RSUs/options creates predictable vest windows beginning March 1, 2026 that can coincide with tax-related selling across executives; individual Form 4 activity for Rajamannar was not disclosed in proxies and could not be retrieved here—monitor SEC filings for near-term selling pressure around vest dates .
- Governance: Presence of related party employment appropriately mitigated by reporting-line separation; continued HRCC oversight, independent consultant (FW Cook), annual say-on-pay, and explicit “no gross-ups”/“no option repricing” policies support governance quality .