Richard K. Davis
MastercardAbout Richard K. Davis
Independent director of Mastercard since June 2018 (age 67 at the 2025 Annual Meeting). Former Executive Chairman and CEO of U.S. Bancorp with deep experience in regulated financial services, payments, and board leadership. Currently chairs Mastercard’s Human Resources and Compensation Committee (HRCC) and serves on the Nominating and Corporate Governance (NCG) Committee, bringing strong financial and regulatory engagement expertise to compensation oversight and board refreshment processes .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Bancorp | Executive Chairman; Chairman; CEO; President | Executive Chairman (Apr 2017–Apr 2018); Chairman (2007–Apr 2017); CEO (Dec 2006–Apr 2017); President (2004–Jan 2016) | Led a large regulated financial institution; extensive payments and regulatory engagement . |
| Make-A-Wish America | CEO | Jan 2019–Nov 2022 | Non-profit leadership experience . |
External Roles
| Organization | Role | Committees/Details |
|---|---|---|
| Dow Inc. | Lead Director; Audit Committee Chair; Corporate Governance Committee member | Current public company board; leads board oversight and audit . |
| Wells Fargo & Company | Director; Risk Committee; Governance & Nominating Committee (chairman, assuming re-elected as of Apr 29, 2025) | Current public company board; risk and governance leadership at a major issuer bank customer in payments ecosystem . |
| Mayo Clinic | Chairman and Trustee | Non-profit institutional oversight . |
Board Governance
- Current MA Committees: HRCC Chair; NCG member .
- Independence: Board determined all non-management directors, including Davis, are independent under NYSE/SEC standards; HRCC and NCG members are independent by charter and board determination .
- Industry Director classification: Board has deemed Davis an “Industry Director” under legacy charter definitions; proposal pending to remove the Industry Director concept from the charter to increase flexibility in board composition .
- Attendance and engagement: In 2024, each director attended at least 75% of Board/committee meetings; Board held 6 meetings; Audit 9; HRCC 5; NCG 4; Risk 5. All directors attended the 2024 annual meeting; independent directors meet in executive session regularly with the independent Chair presiding .
- Board structure: Independent Chair; annual election of all directors; majority voting policy; regular board/committee self-evaluations .
Fixed Compensation (Non-Employee Director; 2024)
| Component | Amount/Detail |
|---|---|
| Annual cash retainer | $100,000 . |
| Committee retainers | HRCC Chair: $30,000; NCG member: $12,500 (Total cash fees: $142,500) . |
| Equity retainer (annual) | $245,310 grant-date value (545 DSUs) on June 18, 2024 (grant price reference $450.11) . |
| Total 2024 compensation | $387,810 . |
| Structure notes | Director equity grants are immediately vested but subject to a four-year transfer restriction; directors may elect DSUs or restricted stock . |
| Ownership guideline | 5x annual cash retainer; all current non-employee directors exceed the guideline . |
Performance Compensation
Directors do not receive performance-conditioned pay; equity is time/transfer-restricted to align interests.
| Grant date | Instrument | Units/Shares | Grant-date fair value | Vesting/Transfer details |
|---|---|---|---|---|
| Jun 18, 2024 | Deferred Stock Units (DSUs) | 545 | $245,310 | Immediately vested with 4-year transfer restriction; choice of DSUs or restricted stock . |
Other Directorships & Interlocks
| Company | Overlap/Interlock Consideration |
|---|---|
| Wells Fargo & Company (current director; risk and governance committees) | Issuer bank and significant ecosystem participant; MA charter historically classified Davis as an Industry Director; Industry Directors face certain composition limits (e.g., on NCG and committee quotas) pending proposed removal of concept . |
| Dow Inc. (lead director; audit chair) | No MA-related transactions disclosed; provides governance and audit leadership experience . |
Expertise & Qualifications
- Former CEO/chair of a large regulated bank with extensive payments and consumer finance insight; strong financial understanding and regulatory engagement experience (including Federal Reserve representation) .
- Brings culture/talent management and compensation oversight expertise as former CEO and current HRCC chair .
Equity Ownership
| Holder | Class A shares owned (direct/indirect) | Shares obtainable within 60 days | Total beneficial ownership | % Outstanding |
|---|---|---|---|---|
| Richard K. Davis | 7,738 | 2,550 | 10,288 | <1% for all directors/NEOs individually . |
Additional alignment and safeguards:
- Prohibitions on hedging/pledging, short-term speculative trading, and margin pledges; robust insider trading policy .
- Director stock ownership guideline compliance; >5x annual cash retainer .
Governance Assessment
Strengths
- Compensation oversight leadership: HRCC Chair with prior CEO experience in regulated financial services; HRCC members independent; use of independent consultant (FW Cook), with independence affirmed and no conflicts in 2024 .
- Independence and alignment: Independent under NYSE; meaningful equity ownership and transfer-restricted director equity; anti-hedging/pledging policies .
- Engagement and attendance: ≥75% meeting attendance; all directors attended annual meeting; regular executive sessions under independent Board Chair .
- Shareholder support context: Say-on-pay support at 95% in 2024, indicating broad investor alignment on compensation philosophy (executive program context relevant to HRCC oversight) .
Potential risks and mitigants
- Industry affiliation and interlocks: Classified as an Industry Director given financial services affiliations and concurrent service on Wells Fargo’s board, a significant banking participant in payments. Mitigated by independence determinations, committee independence requirements, and historical charter limits on Industry Director committee composition (with an active proposal to remove the Industry Director concept that, if approved, would shift such structural guardrails to committee charters and governance guidelines) .
- Time commitments: Serves on multiple boards with significant committee leadership (Dow lead director/audit chair; Wells Fargo risk and governance). The NCG annually reviews director commitments; MA limits directors to four public boards, and he remains within this cap .
No related-party transactions disclosed involving Davis
- The proxy discloses one related person transaction involving other executives; none involve Davis .
Overall, Davis brings credible, relevant leadership in compensation, financial oversight, and regulatory navigation, with structural mitigants around potential industry interlocks and strong board independence practices .