Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On June 2, 2026, Mastercard Incorporated (“Mastercard” or the “Company”) announced the following leadership changes, each effective as of August 3, 2026 (the "Effective Date"): Chief Business Officer Sachin Mehra, age 55, the Company’s Chief Financial Officer, will assume the role of Chief Business Officer. In his new role, Mr. Mehra will be responsible for country operations across the globe and for bringing Mastercard’s regions together under a single global go-to-market leadership structure. Chief Financial Officer Ling Hai, age 56, the Company’s current President, Asia Pacific, Europe, Middle East and Africa, will be appointed to succeed Mr. Mehra as Chief Financial Officer of the Company. Mr. Ling joined Mastercard in 2010. He has served in his current role since January 2024, and previously served as Co-President of International Markets, Co-President of Asia Pacific, President of Enterprise Development and President, Greater China. Prior to joining the Company, Mr. Ling held roles of increasing responsibility at Bank of America and Booz Allen Hamilton. In connection with his appointment, starting on the Effective Date, Mr. Ling will receive a base salary of $850,000, and will continue to be eligible to participate in the Company’s employee compensation and benefit plans and programs as may be generally made available to other Company employees at his level (including the Amended and Restated Mastercard International Incorporated Executive Severance Plan and the Amended and Restated Mastercard International Incorporated Change-in-Control Severance Plan). Mr. Ling will continue to be eligible to earn a cash incentive award under the Company’s Senior Executive Annual Incentive Compensation Plan (SEAICP), with a performance target of 150% of his base salary. Mr. Ling will also receive a Long-Term Incentive Award under the Company’s 2006 Long Term Incentive Plan, as amended and restated, in the amount of $1,500,000 (awarded as restricted stock units). As disclosed in the Company’s most recent proxy statement, Mr. Ling’s daughter, Anna Ling, is employed as a Specialist, Product Management for Mastercard and in 2025, earned $127,262 in base salary and cash bonus. Vice Chair and Chief Services Officer Craig Vosburg, age 59, the Company’s Chief Services Officer, will transition from his current role to the role of Vice Chair. Linda Kirkpatrick, age 49, the Company’s President, Americas, will succeed Mr. Vosburg as Chief Services Officer. In addition, Timothy Murphy, age 59, Vice Chair, will retire from Mastercard in October 2026. There is no arrangement or understanding between any of the above executives and any other person pursuant to which such executive was appointed. There are no family relationships, as defined in Item 401 of Regulation S-K, between any of the above executives and any of the Company’s executive officers or directors or persons nominated or chosen to become a director or executive officer. A copy of the Company’s press release regarding the leadership changes detailed in this report, as well as additional leadership changes, is attached as Exhibit 99.1 and incorporated herein by reference.
MA Mastercard Inc - 8-K
Accession
0001141391-26-0000375.029.01
Item 5.02 - Departure/Election of Directors or Certain Officers
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Item 9.01 - Financial Statements and Exhibits
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Item 9.01 Financial Statements and Exhibits (d) Exhibits. Exhibit Number Exhibit Description 99.1 Press Release issued by Mastercard Incorporated, dated June 2, 2026 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. 2