Mastercard (NYSE: MA) boosts pay and bonuses for two executives

Rhea-AI Filing Summary

Mastercard Incorporated disclosed changes to compensation for two senior executives. Effective March 1, 2026, CFO Sachin Mehra will see his base salary rise from $825,000 to $875,000 and his target annual incentive bonus increase from 150% to 175% of base salary.

Chief Services Officer Craig Vosburg will have his base salary increased from $800,000 to $825,000, with his target annual incentive bonus raised from 135% to 150% of base salary. The 2026 bonus targets are calculated based on the new base salaries.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________

FORM 8-K
_______________________________________

CURRENT REPORT
Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

February 2, 2026

_______________________________________

Mastercard Incorporated

(Exact name of registrant as specified in its charter)

_______________________________________

Delaware

001-32877

13-4172551

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

2000 Purchase Street

10577

Purchase,

NY

(Address of principal executive offices)

(Zip Code)

(914)

249-2000

(Registrant's telephone number, including area code)

NOT APPLICABLE

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange of which registered

Class A Common Stock

MA

New York Stock Exchange

2.1% Notes due 2027

MA27

New York Stock Exchange

1.0% Notes due 2029

MA29A

New York Stock Exchange

2.5% Notes due 2030

MA30

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On February 2, 2026, the Human Resources and Compensation Committee of the Board of Directors of Mastercard Incorporated (the “Company”) approved the following adjustments to the base salary and target annual incentive bonus opportunity for the Named Executive Officers listed below, effective as of March 1, 2026:

Named Executive Officer						Current Base Salary						New Base Salary						2025 Target Annual Incentive Bonus Opportunity (% of Base Salary)						2026 Target Annual Incentive Bonus Opportunity (% of Base Salary)(1)
Sachin Mehra Chief Financial Officer						$825,000						$875,000						150%						175%
Craig Vosburg Chief Services Officer						$800,000						$825,000						135%						150%

(1) Calculated based on the new base salary.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number			Exhibit Description
104			Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MASTERCARD INCORPORATED

Date:

February 5, 2026

By:

/s/ Gina Accordino

Gina Accordino

Corporate Secretary

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FAQ

What executive compensation changes did Mastercard (MA) disclose in this 8-K?

Mastercard increased base salaries and bonus targets for two senior executives. CFO Sachin Mehra and Chief Services Officer Craig Vosburg will both receive higher base pay and higher target annual incentive bonus percentages, effective March 1, 2026, reflecting updated compensation decisions by the board committee.

Which Mastercard (MA) executives received salary increases and how much are they?

CFO Sachin Mehra and Chief Services Officer Craig Vosburg received salary increases. Mehra’s base salary rises from $825,000 to $875,000, while Vosburg’s base salary increases from $800,000 to $825,000, both effective March 1, 2026, as approved by the Human Resources and Compensation Committee.

How did Mastercard (MA) change bonus targets for its executives in 2026?

Mastercard raised 2026 target annual incentive bonus percentages for two executives. CFO Sachin Mehra’s target increases from 150% to 175% of base salary, and Craig Vosburg’s target rises from 135% to 150%, with both percentages calculated based on each executive’s new base salary.

When do Mastercard’s (MA) new executive compensation terms take effect?

The new compensation terms become effective March 1, 2026. From that date, the revised base salaries and higher 2026 target annual incentive bonus percentages for CFO Sachin Mehra and Chief Services Officer Craig Vosburg will apply, following approval by the board’s Human Resources and Compensation Committee.

How are Mastercard (MA) executives’ 2026 bonus targets calculated?

The 2026 target annual incentive bonuses are calculated on the new base salaries. A footnote clarifies that both Sachin Mehra’s 175% target and Craig Vosburg’s 150% target are determined using their increased base salary levels effective March 1, 2026.