Business Context and Reporting Period
This Form 8-K Current Report was filed by Mastercard Inc on February 4, 2008. The filing addresses Item 5.02 regarding the approval of performance targets for the Senior Executive Annual Incentive Compensation Plan (SEAICP) for the fiscal year ending December 31, 2008, and approved base salary increases effective March 1, 2008.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation structures rather than operational financial results.
Material Changes
The primary material change disclosed is the establishment of 2008 executive compensation targets and the approval of base salary increases for named executive officers, effective March 1, 2008.
Guidance, Outlook, and Management Commentary
The Compensation Committee approved performance targets for 2008 based on two metrics:
- Net Income: Weighted at two-thirds of the total bonus calculation.
- Operating Margin Improvement: Weighted at one-third of the total bonus calculation.
Bonus awards are expressed as a percentage of base salary. Performance below the threshold results in no cash bonus payout. The specific target percentages for named executive officers are as follows:
| Executive Officer | Threshold | Target | Maximum |
|---|---|---|---|
| Robert W. Selander | 75% | 150% | 375% |
| Alan J. Heuer | 50% | 100% | 250% |
| Noah J. Hanft | 50% | 100% | 250% |
| 50% | 100% | 250% | |
| Chris A. McWilton | 50% | 100% | 250% |
| Michael W. Michl | 50% | 100% | 250% |
The Compensation Committee retains discretion to reduce award amounts. Base salary increases are detailed in Exhibit 10.1.
Investor Verification Checklist
- Verify the specific dollar amounts of the base salary increases detailed in Exhibit 10.1.
- Confirm the specific numerical targets for "Net Income" and "Operating Margin Improvement" required to achieve the threshold, target, and maximum bonus levels.
- Review the most recent proxy statement (filed April 26, 2007) to identify the full list of named executive officers covered by the SEAICP.