Business Context and Reporting Period
This Form 8-K was filed by Mastercard Inc on February 5, 2010, reporting an event that occurred on February 1, 2010. The filing details the approval of performance targets for the fiscal year ending December 31, 2010, by the Human Resources and Compensation Committee.
Key Financial Metrics
The filing does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. It focuses exclusively on the structure of executive compensation incentives tied to net income and operating margin improvement targets.
Material Changes
The primary material change reported is the establishment of the 2010 Senior Executive Annual Incentive Compensation Plan (SEAICP) targets. Cash bonus awards for named executive officers are determined by a weighting of two-thirds for net income achievement and one-third for operating margin improvement.
Guidance, Outlook, and Management Commentary
Management has set specific performance thresholds for executive bonuses. The Compensation Committee retains discretion to reduce award amounts. Performance below the threshold level results in no cash bonus payout. The specific targets for named executive officers as a percentage of base salary are:
- Robert W. Selander: Threshold 75%, Target 150%, Maximum 375%
- Martina Hund-Mejean: Threshold 50%, Target 100%, Maximum 250%
- Noah J. Hanft: Threshold 50%, Target 100%, Maximum 250%
- Chris A. McWilton: Threshold 57.5%, Target 115%, Maximum 287.5%
- Gary J. Flood: Threshold 57.5%, Target 115%, Maximum 287.5%
Investor Verification Checklist
- Verify the specific net income and operating margin improvement targets referenced in the SEAICP, as the exact dollar or percentage goals are not disclosed in this filing.
- Review the most recent proxy statement (filed April 23, 2009) for the full list of named executive officers and their base salaries to calculate potential bonus values.
- Monitor future filings for actual performance results against the 2010 targets to determine final bonus payouts.