Richard Verma

About Richard Verma

Richard R. Verma is Chief Administrative Officer (CAO) of Mastercard, effective May 1, 2025, overseeing Law, Government Affairs & Policy, Franchise, Corporate Security, Inclusion & Belonging, and Transformation, Risk & Operations; he rejoined the Executive Leadership Team and Management Committee reporting to the CEO . He previously served as Mastercard’s Chief Legal Officer/General Counsel and Head of Global Public Policy (2020–2023), and was listed as General Counsel and Head of Global Public Policy effective April 15, 2021 in the company’s Management Committee roster . Before returning to Mastercard, Verma was the U.S. Deputy Secretary of State for Management and Resources (COO of the Department of State), and earlier the U.S. Ambassador to India, Assistant Secretary of State for Legislative Affairs, and National Security Advisor to the Senate Majority Leader .

Company performance context during and around his tenure:

• 2024 GAAP net revenue $28.2B (+12% YoY), net income $12.9B (+15%), diluted EPS $13.89 (+17%); capital returned $13.4B ($11.0B buybacks, $2.4B dividends) .
• Stock price appreciation from $86.16 (12/31/2014) to $526.57 (12/31/2024), an increase of >6x .

Mastercard revenues and EBITDA – last 6 quarters:

*Values retrieved from S&P Global.

Past Roles

External Roles

Fixed Compensation

• Base salary, target bonus %, and actual bonus for Richard Verma are not disclosed as of the 2025 proxy and 2025-02-26 8-K press release .
• Mastercard’s NEO cash compensation structure (context): base salary reviewed annually by HRCC; annual bonus under SEAICP with 250% individual cap, linked to adjusted net income (67%) and adjusted net revenue (33%), plus strategic modifiers (ESG modifier removed for 2025) .

Performance Compensation

Program design that applies to senior executives (SEAICP and LTIP):

Key design features:

• 2025 annual incentive removes the ESG modifier; strategic objectives continue to be evaluated .
• 2022 PSU awards paid out at 145.3% based on three-year financial metrics and relative TSR vs. S&P 500 (73rd percentile) .
• 2024 PSU program: three one-year adjusted net revenue and EPS metrics averaged, plus relative TSR modifier; payout 0–200%; mandatory one-year post-vest holding period; RSUs and options vest ratably over three years; options 10-year max term .

Equity Ownership & Alignment

• Stock ownership requirements: Executive Leadership Team members required to hold 4x base salary; Management Committee members 2x; shares owned and earned PSUs in post-vest holding count; options and unvested RSUs/PSUs do not count . As CAO and Executive Leadership Team member, this 4x guideline applies to Verma (compliance status not yet disclosed) .
• Hedging and pledging: Prohibited for employees and directors; insider trading policy requires pre-clearance and restricts trading during blackout periods .
• Beneficial ownership: Not listed for Richard Verma in the 2025 proxy stock ownership table (coverage includes directors and NEOs; Verma not included) .
• Dividend equivalents: PSUs accrue dividend equivalents during the mandatory deferral period; nonqualified deferred PSU balances shown for NEOs (context) .

Employment Terms

• Appointment: Effective May 1, 2025; reports to CEO; joins Executive Leadership Team and Management Committee .
• Severance plans (company policy for key executives): standard severance and change-in-control arrangements (double-trigger) .

Change-in-control and termination economics (policy terms):

• Double-trigger change-in-control: 24 months base salary continuation; average prior two years’ bonus paid over severance period; pro rata annual bonus for year of termination; COBRA premiums or retiree health plan coverage; outplacement; accelerated vesting terms for equity per plan; release required .
• Without cause/good reason (non-CIC): 18 months base salary continuation (up to 24 months at company discretion) and 1.5x prior-year bonus (up to 2x at discretion) paid over severance period; pro rata annual bonus; COBRA premiums; outplacement .
• Equity treatment: Under CIC, unvested options, RSUs, PSUs vest on termination; PSUs payable at target if performance cannot be measured post-CIC; retirement-eligible executives continue vesting per award terms for certain separations .
• Restrictive covenants: Non-compete and non-solicit obligations tied to LTI (12-month non-compete, 24-month non-solicit); severance payments require non-compete/non-solicit for longer of 18 months or severance period; CIC payments require 2-year non-compete/non-solicit; clawback/forfeiture provisions apply .

Investment Implications

• Alignment: Strong governance features (no hedging/pledging, ownership requirements, robust clawbacks, double-trigger CIC) reduce misalignment and opportunistic selling risk; CAO role is covered by Executive Leadership Team ownership guidelines (4x base salary), supporting skin-in-the-game over time .
• Retention: Standard severance/CIC design, mandatory post-vest holding for PSUs, and restrictive covenants provide retention and continuity incentives; lack of disclosed individual comp terms for Verma (base/bonus/equity) is a near-term visibility gap until the next proxy update .
• Performance linkage: Enterprise incentive metrics (adjusted net income/revenue; PSU design with relative TSR) tie senior pay to growth and shareholder returns; 2024 corporate score at 119.7% and prior PSU payout at 145.3% indicate robust performance backdrop entering his tenure .
• Trading signals: No Form 4 data or pledging disclosures for Verma at this time (beneficial ownership not in the 2025 stock ownership table); monitor future Form 4s and proxy tables for vesting events and sales once awards are granted post-appointment .