Tiffany Hall
MastercardAbout Tiffany Hall
Tiffany M. Hall is General Counsel of Mastercard and a member of the company’s Management Committee, overseeing the global law department; she served as secretary at the 2025 Annual Meeting and is listed among executive officers in the 2025 proxy . Her background includes legal leadership at Mastercard (previously General Counsel for the Americas), plus earlier marketing roles at Pernod Ricard USA, Sotheby’s, Atlantic Records and Ogilvy & Mather; she holds a BA from Duke and a JD from Fordham Law and was named a Burton Foundation “Legend in Law” in 2025 . Company performance metrics used to align executive pay include Adjusted Net Income (67%), Adjusted Net Revenue (33%) for annual incentives, and Adjusted EPS/Adjusted Net Revenue with a Relative TSR modifier for PSUs . Hedging and pledging of company stock are prohibited and Section 16 officers must use pre-cleared Rule 10b5‑1 plans, which moderates insider selling pressure .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Mastercard | General Counsel; previously General Counsel, Americas; SVP & Chief of Staff to the CEO; various legal roles | n/d | Led global law department; advised across legal, regulatory, government and franchise matters; supported prior CEO’s ICC Executive Board roles |
| Pernod Ricard USA | Acting head of marketing legal support & counsel | n/d | Led legal support for a major global wine & spirits business |
| Sotheby’s | Marketing manager | n/d | Advanced brand and customer engagement at a global auction house |
| Atlantic Records; Ogilvy & Mather | Marketing/advertising roles | n/d | Built consumer marketing expertise in media and advertising |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Monster Beverage Corporation (MNST) | Director | n/d | Public company board experience; filed Form 4 activity in 2025 reflecting DSU accounting/deferral and director equity administration |
| Children’s Museum of Manhattan | Board of Directors | n/d | Community engagement and governance |
| Council on Foreign Relations | Member | n/d | Policy network; geopolitical perspective |
| Partnership for New York City | David Rockefeller Fellow | n/d | Civic leadership and regional economic development |
| Empower Cocktails | Founder & owner | n/d | Entrepreneurial experience; consumer brand insights |
Fixed Compensation
Not disclosed for Tiffany Hall in proxy materials. Program-level design for NEOs and executives (context for GC) is summarized below.
| Component | Structure | Quantitative details |
|---|---|---|
| Base salary | Cash; reviewed annually by HRCC | Amounts disclosed for NEOs only; not disclosed for GC |
| Annual incentive (SEAICP) | Performance-based cash bonus | Metrics: Adjusted Net Income (67%), Adjusted Net Revenue (33%); capped at 250% of target; includes ESG and strategic modifiers |
| Long-term incentives (LTIP) | Mix of PSUs, RSUs, stock options | PSUs 60% of LTI; RSUs 20%; Options 20%; annual grants approved before March 1 with grant date/effective pricing; options/RSUs vest ratably over three years; PSUs measured over multi-year with TSR modifier; no dividend equivalents on unvested equity |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout mechanics | Vesting / Measurement |
|---|---|---|---|---|---|
| Adjusted Net Income (annual) | 67% | Not disclosed for GC | Not disclosed for GC | Payout based on performance vs goal; capped at 250% of target | Annual SEAICP; cash bonus |
| Adjusted Net Revenue (annual) | 33% | Not disclosed for GC | Not disclosed for GC | As above | Annual SEAICP; cash bonus |
| Adjusted EPS (PSU) | 50% of PSUs | Not disclosed for GC | Not disclosed for GC | PSU payout up to 200% of target; subject to TSR modifier | Multi-year measurement period; payout at vest |
| Adjusted Net Revenue (PSU) | 50% of PSUs | Not disclosed for GC | Not disclosed for GC | As above | Multi-year measurement period; payout at vest |
| Relative TSR modifier | Modifier | n/a | n/a | Adjusts PSU payout based on relative performance | Applied to PSU outcomes |
| RSUs | n/a | n/a | n/a | Time-based | Vest in three equal annual installments beginning March 1 following grant |
| Stock options | n/a | n/a | n/a | Time-based; exercise price = grant-day close | Vest in three equal annual installments; 10-year max term; priced at March 1 close |
Equity Ownership & Alignment
- Stock ownership requirements: CEO 6x base salary; NEOs and Executive Leadership Team 4x; Remaining Management Committee members 2x; executives must retain at least 50% of net shares from RSU/PSU vesting until compliant; HRCC reviews compliance annually .
- Hedging and pledging: Prohibited for all executives (explicit ban); no dividend equivalents on unvested equity; no option repricing; robust clawback and forfeiture policies .
- Insider trading controls: Access Individuals limited to Trading Windows; Directors/Executives/Section 16 officers must pre-clear transactions; Section 16 officers (other than directors) must use Rule 10b5‑1 plans; policy owned by the General Counsel and reviewed annually .
| Alignment control | Policy term | Implication |
|---|---|---|
| Ownership multiples | 6x CEO; 4x ELT/NEOs; 2x MC | Encourages material “skin-in-the-game” for senior leaders (GC is a Management Committee member) |
| Retention of net shares | 50% of net vested shares retained until guideline met | Builds sustained ownership; reduces sell pressure |
| Hedging/pledging ban | No hedging or pledging allowed | Eliminates misalignment and collateralization risks |
| 10b5‑1 requirement | Section 16 officers must use plans; pre-clearance required | Structured selling; reduces ad hoc insider sales |
Employment Terms
| Topic | Disclosure | Economics / terms |
|---|---|---|
| Severance (without cause, non‑CIC) | For NEOs/key executives standard plan | 1.5x (base salary + prior-year bonus) paid over 18 months (up to 24 months at company discretion); continued health/dental/vision/life/disability for 18 months; outplacement |
| Change-in-control (double-trigger) | For NEOs/key executives standard plan | 24 months of base salary continuation; plus average bonus over prior two years; pro‑rata annual incentive; COBRA or retiree health; immediate vesting of unvested options/RSUs/PSUs (PSUs at target where goals cannot be measured) upon qualifying termination |
| Restrictive covenants | All executive employees | Non‑disclosure, non‑competition, non‑solicitation; PSU/option gain repayment for violations; long-term awards: 12‑month non‑compete, 24‑month non‑solicit; severance plan: non‑compete/non‑solicit for longer of 18 months or severance period; CIC: two‑year non‑compete/non‑solicit |
| Mandatory retirement | Executives | Required retirement at age 65 at year‑end (policy cited in prior proxy) |
| Trading policy | Insider Trading Policy | Access Individuals restricted to Trading Windows; Section 16 officers must pre-clear and use 10b5‑1 (except directors); policy owned by GC; annual review |
Note: Individual contract terms and severance calculations for Tiffany Hall are not separately disclosed; the company provides these plan-level terms for NEOs and “key executives.” Applicability to the General Counsel should be confirmed case-by-case.
Investment Implications
- Alignment strong: Ownership requirements, 50% post-vest hold, hedging/pledging ban, and clawback/forfeiture policies combine to align senior executives, including GC, with long-term TSR and cash metrics; PSU design embeds Adjusted EPS/Net Revenue plus Relative TSR .
- Limited near-term selling pressure: Section 16 pre-clearance, Trading Windows, and mandatory use of Rule 10b5‑1 plans constrain opportunistic sales and reduce overhang risk from insider selling .
- Retention and portability: Non‑compete/non‑solicit covenants (up to 24 months) and double‑trigger CIC vesting economics support retention and orderly transitions; mandatory retirement at 65 creates timing risk only if close to threshold (age not disclosed) .
- Governance and influence: As GC and Management Committee member, Hall oversees insider-trading and governance policies; external directorship (Monster Beverage) broadens network but is subject to related-party transaction reviews requiring disclosure to the General Counsel and independent board oversight .
- Pay-for-performance calibration: HRCC uses peer benchmarking via independent consultant FW Cook, and a balanced scorecard of cash and equity incentives; investors should monitor any changes to metric definitions, weightings, or peer group quality for pay inflation and alignment drift .