S&P 500 Companies Including Intel, Apple, Expedia, and Ebay Have

2017 Mastercard Proxy | Non-Management Proposal Non-Management Proposal | 2017 Mastercard Proxy

S&P 500 companies including Intel, Apple, Expedia, and eBay have publically reported and committed to gender pay equity.

Resolved: Shareholders request Mastercard prepare a report by November 2017(omitting proprietary information, prepared at reasonable cost) on the Company's policies and goals to reduce the gender pay gap.

The gender pay gap is defined as the difference between male and female median earnings expressed as a percentage of male earnings (Organization for Economic Cooperation and Development).

Supporting Statement: A report adequate for investors to assess Mastercard's strategy and performance would include the percentage pay gap between male and female employees across race and ethnicity, including base, bonus and equity compensation, policies to address that gap, methodology used, and quantitative reduction targets.

THE BOARD’S STATEMENT IN RESPONSE

The Board unanimously recommends that stockholders vote AGAINST this joint proposal.

At Mastercard, combining our industry expertise with the diverse insights from our global workforce is at the core of our diversity and inclusion strategy. Our dedication to cultivating an environment for all employees that respects their individual strengths, views and experiences is our foundation and leads to greater engagement, innovation and productivity.

Mastercard has consistently prioritized attracting, retaining and developing the diverse talent we need to execute our business strategy. Additionally, our Global Diversity Office provides a framework that supports business processes and procedures by considering, integrating and leveraging our diversity efforts globally.

A core element of creating diverse teams is to annually examine pay practices to ensure gender equality. We are committed to the principle of equal pay for equal work, and at Mastercard, both in the U.S. and globally, men and women in the same level earn equal pay for equal performance.

Of course, pay equity is just one component of our efforts to create a highly performing, diverse organization. We are signatories to the White House Equal Pay Pledge and our Board Chairman and other members of Mastercard’s management team are active members of the 30% Club. We are engaged in the United Nation's HeforShe initiative and conduct our own signature global STEM program, Girls4Tech. Efforts such as these, as well as learnings from our recruiting and development efforts, will continue to play an important role in ensuring our organization has the diversity it needs to execute on our business strategy.

For more information about our diversity and inclusion activities and awards, as well as our Global Diversity & Inclusion Council, our supplier diversity commitment, our employee business resource groups, visit our website (www.mastercard.com) and go to “About Mastercard,” “Who We Are” and “Diversity and Inclusion.”

Mastercard is deeply committed to our ongoing efforts to promote diversity, inclusion and equality in our workplace. Our Board does not believe that the creation of the report requested by the stockholders would further enhance our commitment to an inclusive culture or support our goals for workplace diversity. Further, our Board believes that, given our demonstrated commitment to equal pay for equal work, the report contemplated by this proposal is unnecessary and would not be beneficial to our stockholders. Therefore, our Board recommends that our stockholders vote AGAINST this joint proposal.