Sachin Mehra
MastercardAbout Sachin Mehra
Mastercard’s Chief Financial Officer since April 2019, Sachin Mehra is a 54‑year‑old finance leader with prior senior roles spanning corporate treasury, commercial products, and regional finance since joining Mastercard in 2010; earlier he held senior treasury/finance positions at Hess, GM and GMAC, and holds an MBA from the University of Virginia (Darden) . Under the current leadership team, Mastercard delivered strong 2024 results: GAAP net revenue $28.2B (+12% Y/Y), GAAP net income $12.9B (+15%), GAAP diluted EPS $13.89 (+17%), and non‑GAAP currency‑neutral adjusted EPS +21%; capital returned was $13.4B ($11.0B buybacks, $2.4B dividends), with 10‑year stock appreciation from $86.16 (12/31/14) to $526.57 (12/31/24), up >6x .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Mastercard | Chief Financial Officer | Apr 2019–present | Oversees global finance, capital allocation, investor relations, and risk management; member of Management Committee |
| Mastercard | Chief Financial Operations Officer | 2018–2019 | Led financial operations; continuity from treasury and regional finance into enterprise finance leadership |
| Mastercard | EVP, Commercial Products | 2015–2018 | Drove commercial payments product strategy and growth |
| Mastercard | EVP & Business Financial Officer, North America | 2013–2015 | Regional P&L finance leadership for largest market |
| Mastercard | Corporate Treasurer | 2010–2013 | Balance sheet, liquidity, and capital markets leadership |
| Hess Corporation | Vice President & Treasurer | Pre‑2010 | Corporate treasury and capital markets execution |
| General Motors & GMAC | Senior treasury/finance roles | Pre‑2010 | Global treasury, financing, and risk roles |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 | Notes |
|---|---|---|---|---|
| Base salary ($) | $733,333 | $791,667 | $800,000 | 2025 base salary approved at $825,000 effective Mar 1, 2025 |
| Target annual incentive (% of base) | — | — | 150% | CFO target bonus equals 150% of base |
| Target annual incentive ($) | — | — | $1,200,000 | Derived from base × 150% |
| Actual annual incentive payout ($) | $2,179,408 | $1,785,240 | $2,039,688 | 2024 payout = 170% of target |
Performance Compensation
Annual incentive design and 2024 outcomes
| Component | Weight | 2024 Target | 2024 Actual | Payout/Score |
|---|---|---|---|---|
| Adjusted net income (SEAICP) | 67% | $13,489M | $13,865M | 132% |
| Adjusted net revenue | 33% | $28,330M | $28,544M | 114% |
| ESG modifier | ±10 ppts | 0 adj. | 0 ppts net (offsetting sub‑metrics) | 0 ppts |
| Strategic performance adj. | ±10/‑20 ppts | 0 adj. | 0 ppts | 0 ppts |
| Corporate score (funding) | — | — | 126% (before 5% reserve) | 119.7% used for payouts |
| CFO IPF and payout | — | 150% target | 170% of target | $2,039,688 |
Notes:
- 2025 plan removes the ESG modifier; priorities continue under strategic performance assessment .
Long‑term incentives (LTI) – structure and grants
| Element | Design | 2024 Grant (value) | 2025 Grant (value) | Vesting/Terms |
|---|---|---|---|---|
| PSUs (60% of LTI) | 50% Adjusted EPS growth; 50% Adjusted Net Revenue growth; 3 one‑year goals averaged over 3 years; relative TSR vs S&P 500 modifier; payout 0–200%; 1‑year post‑vest hold | $5,820,000 | $6,000,000 | Cliff on 3/1/2027; then 1‑yr hold |
| RSUs (20%) | Time‑based | $1,940,000 | $2,000,000 | 33.33% on 3/1/2025, 3/1/2026, 3/1/2027 |
| Stock options (20%) | Time‑based; performance via price appreciation | $1,940,000; 11,782 options at $476.63 strike (3/1/2024) | $2,000,000; strike $576.31 (3/1/2025) | 33.33% on 3/1/2025, 3/1/2026, 3/1/2027 (10‑yr term) |
PSU payout history:
- 2022 PSU cycle (2022–2024) paid at 145.3% of target after relative TSR modifier (73rd percentile; pre‑TSR 100.2%) .
Multi‑year total compensation (Summary Compensation Table)
| Year | Salary ($) | Stock awards ($) | Option awards ($) | Non‑equity incentive ($) | All other comp ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2022 | $733,333 | $5,196,223 | $1,325,008 | $2,179,408 | $74,987 | $9,508,959 |
| 2023 | $791,667 | $6,539,909 | $1,700,066 | $1,785,240 | $80,963 | $10,897,845 |
| 2024 | $800,000 | $8,207,218 | $1,940,024 | $2,039,688 | $113,933 | $13,100,863 |
Perquisites and other:
- 2024 “all other comp” included company contributions to retirement programs and $32,108 for personal travel on leased corporate aircraft; plus $1,824 insurance premiums . No pension/SERP accruals (0 change in pension value in 2024) . None of the NEOs elected to defer 2024 salary/bonus into the non‑qualified Deferral Plan; separate one‑year PSU settlement deferral is plan‑mandated .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Ownership guidelines | CFO requirement = 4× base salary; all NEOs have met requirements; must retain 50% of net shares from RSU/PSU vesting until in compliance . |
| Prohibitions | Hedging and pledging of Mastercard stock prohibited; short‑term/speculative trading and margin accounts restricted . |
| Beneficial ownership (4/7/2025) | 83,319 Class A shares (14,088 owned; 69,231 obtainable within 60 days); <1% of outstanding shares . |
| Outstanding unvested equity (12/31/2024) | RSUs: 26,064 units ($13,724,520) ; PSUs (unearned): 53,278 units, market/payout value $28,054,596 (value based on $526.57/share; PSUs shown assuming max per footnote) . |
| Stock options (grants outstanding) | Multiple annual grants outstanding; most recent 3/1/2024 grant has 11,782 unexercisable options at $476.63 strike (10‑yr term) . |
| 2024 realized activity | Exercised 17,216 options for $5,261,475 realized value; 17,083 shares vested from RSUs/PSUs valued at $8,126,383; portion of PSUs subject to 1‑year post‑vest hold . |
| Deferred PSU settlement account | Aggregate balance $6,814,067 at 12/31/2024 (reflects one‑year post‑vest deferral and dividend equivalents) . |
Employment Terms
| Provision | Key terms |
|---|---|
| Clawbacks | NYSE‑compliant mandatory recovery policy for incentive comp upon accounting restatement; misconduct‑based recoupment expanded in 2023–2024 to recapture equity/option gains . |
| Restrictive covenants | LTI conditioned on 12‑month non‑compete and 24‑month non‑solicit post‑termination; severance/CIC payments require non‑compete/non‑solicit for 18–24 months . |
| Severance (no CIC) | “Without Cause/Good Reason”: 18 months base salary continuation (extendable to 24 at company’s discretion), plus 1.5× prior‑year bonus paid over severance period; prorated annual incentive based on actual performance; COBRA premiums; outplacement . |
| Change‑in‑control | Double‑trigger; upon qualifying termination within 6 months before/2 years after CIC: 24 months salary continuation, average bonus of prior 2 years over 24 months; pro‑rata bonuses; immediate vesting of unvested equity (PSUs at target if performance cannot be assessed); benefits/outplacement; 280G cut‑down (no excise tax gross‑ups) . |
Potential payments (as of 12/31/2024)
| Scenario | Cash severance | Annual incentive | RSUs | Options | PSUs | Other benefits | Total |
|---|---|---|---|---|---|---|---|
| Without Cause/Good Reason | $3,713,939 | $2,039,688 | $2,171,575 | $— | $12,185,883 | $66,685 | $20,177,770 |
| Termination following CIC | $5,268,236 | $2,039,688 | $4,894,995 | $3,516,320 | $20,103,916 | $66,685 | $35,889,840 |
Compensation Structure Analysis
- Pay mix and at‑risk alignment: Majority of CFO’s compensation is variable and equity‑based; 2024 grants weighted 60% PSUs, 20% RSUs, 20% options, with PSU payout tied to multi‑year EPS and net revenue and a relative TSR modifier .
- Annual plan rigor: 2024 financial targets were set above prior‑year actuals; corporate financial score was 126% and final corporate score 119.7% after a 5% funding reserve; CFO’s payout was 170% of target reflecting individual performance factor overlay .
- Program refinements: 2025 changes raise PSU financial score range to 0–200%, increase TSR “100%” modifier to 55th percentile, and cap TSR modifier at 100% if absolute TSR is negative; ESG modifier removed from annual bonus .
Say‑on‑Pay, Peer Group, and Governance Signals
- Say‑on‑Pay support: 95% of votes cast supported executive pay in 2024 .
- Benchmarking: 2024 peer group included Accenture, Adobe, American Express, Block, Booking Holdings, Broadcom, Discover, FIS, Fiserv, IBM, Intuit, Microsoft, Oracle, PayPal, Salesforce, Visa; 2025 changes removed FIS and added S&P Global .
- Shareholder‑friendly practices: Double‑trigger CIC, robust clawbacks, no excise tax gross‑ups, no hedging/pledging, no option repricing, and post‑vest holding on PSUs .
Investment Implications
- Alignment and performance leverage: High proportion of at‑risk equity, rigorous PSU metrics with TSR modifier, and removal of ESG bonus modifier (with continued strategic assessment) increase the linkage to core financial outcomes and market performance, generally supportive of pay‑for‑performance .
- Retention vs. selling pressure: Significant unvested RSUs/PSUs ($41.8M+ combined market/payout value at 12/31/2024) and one‑year PSU post‑vest holding support retention; 2024 realized option exercises ($5.26M) and vestings ($8.13M) indicate manageable liquidity events rather than structural selling pressure given ownership guidelines and prohibitions on pledging/hedging .
- Downside protection and governance: Double‑trigger CIC, 280G cut‑down (no gross‑ups), and enhanced clawbacks mitigate agency risk; stock ownership requirement (4× salary) and compliance further align incentives with long‑term TSR .
- Execution backdrop: Company delivered double‑digit top‑ and bottom‑line growth in 2024 and returned $13.4B to shareholders, a constructive backdrop for incentive realization under Mehra’s finance leadership .