Timothy Murphy - Vice Chair | Mastercard (MA) Executive Profile & Compensation

About Timothy Murphy

Timothy Murphy, 57, has served as Mastercard’s Chief Administrative Officer since April 2021, after previously serving as General Counsel (2014–2021) and Chief Product Officer (2009–2014). Earlier career experience includes Associate at Cleary, Gottlieb, Steen and Hamilton in New York and London, and multiple senior leadership roles at Mastercard, including President of the U.S. Region . His 2024 annual incentive payout was 164% of target on a corporate score of 119.7%, reflecting performance against adjusted net income and adjusted net revenue goals; the 2022 PSU cycle paid out at 145.3% of target, indicating multi‑year value creation linked to financial metrics and relative TSR modifiers .

Past Roles

Organization	Role	Years	Strategic Impact
Mastercard	Chief Administrative Officer	Since Apr 2021	Enterprise administration across people, legal, public policy, and franchise strategy
Mastercard	General Counsel	2014–2021	Led global legal and governance functions
Mastercard	Chief Product Officer	2009–2014	Directed product strategy and innovation
Mastercard	Senior leadership roles incl. President, U.S. Region; EVP, Customer Business Planning & Analysis; SVP & Associate General Counsel	Various	Commercial and franchise leadership across regions and functions

External Roles

Organization	Role	Years	Strategic Impact
Cleary, Gottlieb, Steen and Hamilton	Associate (New York & London)	Prior to Mastercard	Legal training in complex corporate matters

Fixed Compensation

Year	Base Salary ($)	Target Bonus (% of Base)	Target Bonus ($)	Actual Bonus (% of Target)	Actual Bonus Paid ($)
2024	725,000	125.0%	906,250	164.0%	1,486,150

All other compensation in 2024: $75,545 (company contributions to defined contribution and restoration programs $72,500; insurance premiums $3,045); no reported perquisites for Murphy .

Performance Compensation

Annual Incentive (SEAICP) Design and 2024 Outcomes

Metrics and weights: Adjusted net income 67%; Adjusted net revenue 33%; plus strategic performance adjustment and ESG modifier (ESG modifier removed beginning 2025) .
2024 corporate score: 119.7% .
Individual performance factor applied; Murphy’s 2024 payout: 164.0% of target, equating to $1,486,150 .

Metric	Weighting	Target/Program Feature	Actual/Payout	Vesting
Adjusted Net Income	67%	SEAICP annual target set by HRCC	Corporate score 119.7%	Cash in following year
Adjusted Net Revenue	33%	SEAICP annual target set by HRCC	Corporate score 119.7%	Cash in following year
Individual Performance Factor	—	Objectives tied to role (people, legal, public policy, franchise strategy)	Contributed to 164% of target payout	—

Long‑Term Incentives (LTI)

2024 grant mix: PSUs 60%, RSUs 20%, Stock Options 20% .
PSU performance: Adjusted EPS (50%) and Adjusted Net Revenue (50%) with relative TSR modifier; 2022 PSU payout settled at 145.3% in March 2025 after the 2022–2024 performance period .
2025 program changes: TSR modifier target increased to 55th percentile for a 100% modifier; cap at 100% if TSR is negative; financial score range widened to 0–200% (max payout remains 200%) .

PSU Metric	Weighting	Performance Period	TSR Modifier	Notable Outcome
Adjusted EPS	50%	3 years; annual targets set at grant	Relative TSR vs S&P 500; 2025 design targets 55th percentile for 100% modifier; capped at 100% if TSR negative	2022 PSUs paid 145.3% on 2022–2024 cycle
Adjusted Net Revenue	50%	3 years; annual targets set at grant	Same modifier as above	Same outcome as above

2024 Grants of Plan‑Based Awards (Murphy)

Grant Type	Grant Date	Units/Options (#)	Exercise Price ($/Sh)	Grant‑Date Fair Value ($)
Stock Options	3/1/2024	8,807	476.63	1,450,161
PSUs (Target)	3/1/2024	9,127	—	4,684,159
RSUs	3/1/2024	3,037	—	1,450,026
SEAICP Target	2024	—	—	906,250 (125% of base)

2025 LTI granted to Murphy: PSUs $4,620,000; Options $1,540,000; RSUs $1,540,000; total $7,700,000; option exercise price $576.31; options and RSUs vest in three equal annual installments beginning March 1, 2026 .

Equity Ownership & Alignment

Beneficial Ownership (as of April 7, 2025)

Category	Shares
Direct and indirect owned	20,691 (includes 1,000 shares held by dependent child)
Obtainable within 60 days (options/RSUs/DSUs)	39,673
Total beneficial ownership	60,364

Outstanding Equity Awards (12/31/2024)

Category	Count (#)	Market/Payout Value ($)
Unvested RSUs	18,800	9,899,516 (at $526.57)
Unearned PSUs (at max)	38,622	20,337,187 (at $526.57)

Stock Options (Grant)	Exercisable (#)	Unexercisable (#)	Exercise Price ($)	Expiration
3/1/2020	11,567	—	290.25	3/1/2030
3/1/2021	5,724	1,910	362.90	3/1/2031
3/1/2022	7,363	3,682	344.48	3/1/2032
3/1/2023	3,246	6,493	353.50	3/1/2033
3/1/2024	—	8,807	476.63	3/1/2034

2024 vesting activity: Murphy had 13,081 shares vest (PSUs/RSUs) with $6,225,433 value realized; no option exercises in 2024; PSU settlements carry a one‑year post‑vesting hold with $4,666,141 deferred for Murphy .

Ownership Policies and Alignment

Stock ownership requirement: 4x base salary for Murphy; executives must retain at least 50% of net shares from each RSU/PSU vesting until compliant; all NEOs have met their ownership requirements .
Hedging/pledging: Not permitted; robust clawback and forfeiture policies in place .

Employment Terms

Potential Payments Upon Termination (Assuming event on 12/31/2024)

Scenario	Cash Severance ($)	Annual Incentive ($)	RSUs ($)	Unexercisable Options ($)	PSUs ($)	Other Benefits ($)	Total ($)
Death	—	906,250	3,502,217	2,546,630	14,571,245	—	21,526,342
Disability	—	906,250	3,502,217	2,546,630	14,571,245	—	21,526,342
For Cause	—	—	—	—	—	—	—
Voluntary (retirement criteria see policy)	—	—	3,502,217	2,546,630	14,571,245	—	20,620,092
Without Cause/Good Reason	3,050,122	1,486,150	3,502,217	2,546,630	14,571,245	61,305	25,217,669
Termination following Change in Control	4,129,308	1,486,150	3,502,217	2,546,630	14,571,245	61,305	26,296,855

CIC treatment: Double‑trigger mandated; outstanding awards generally continue to vest; PSUs vest at target if goals cannot be measured post‑CIC; immediate vesting of unvested equity at target if termination without Cause occurs within 6 months before or 2 years after CIC .

Investment Implications

Pay‑for‑performance alignment: Annual incentives anchored to adjusted net income/revenue delivered above‑target payouts (164% of target; corporate score 119.7%), and PSUs paid 145.3% on the 2022–2024 cycle—supporting linkage of Murphy’s compensation to financial execution and stockholder outcomes via TSR modifiers .
Retention and selling pressure: Significant unvested RSUs (18,800) and unearned PSUs (38,622 at max) plus multi‑year vesting for options and RSUs suggest strong retention hooks; Murphy exercised no options in 2024, though 13,081 shares vested, which may create routine tax‑related sales rather than discretionary selling pressure .
Governance and risk: Prohibitions on hedging/pledging, robust clawback, double‑trigger CIC protections, and minimal perquisites (no aircraft/car benefits reported for Murphy) reduce red‑flag risk and indicate shareholder‑friendly practices .
Ownership alignment: Beneficial ownership of 60,364 shares and compliance with a 4x salary ownership requirement underscore skin‑in‑the‑game; executives must retain 50% of net shares until compliant .
Forward changes to incentives: Tightening TSR standards in 2025 (55th percentile for 100% modifier and caps under negative TSR) should heighten sensitivity of PSU payouts to market‑relative performance, potentially dampening payouts in down markets and strengthening alignment .