Form 4: Mastercard Executive Timothy H. Murphy Reports Changes in Beneficial Ownership

Timothy H. Murphy, Chief Administrative Officer of Mastercard, reports transactions involving Class A Common Stock, including acquisitions, disposals, and stock options, as part of changes in beneficial ownership.

Summary

• On March 1, 2025, Timothy H. Murphy, Chief Administrative Officer of Mastercard, reported several transactions.
• These transactions included the withholding of 1,686 shares to cover tax liabilities at a price of $570.22.
• Murphy also acquired 2,699 restricted stock units, which will vest in three equal annual installments starting March 1, 2026.
• Additionally, 4,558 shares were withheld to cover tax liabilities related to the settlement of performance stock units that vested on March 1, 2024, and settled on March 1, 2025.
• He acquired 11,592 earned performance stock units granted on March 1, 2022, which fully vested on March 1, 2025, and will settle on March 1, 2026.
• Murphy also acquired 7,985 employee stock options at an exercise price of $576.31, vesting in three equal annual installments beginning March 1, 2026.
• Following these transactions, Murphy directly owns 37,176.063 shares of Class A Common Stock and indirectly owns 1,000 shares through a child.
• He also holds 7,985 employee stock options.

Sentiment

Score: 7

Explanation: The sentiment is neutral to positive as the transactions reflect standard executive compensation practices and alignment with company performance.

Positives

• The acquisition of restricted stock units and performance stock units indicates confidence in Mastercard's future performance.
• The granting of employee stock options incentivizes long-term commitment from the executive.

Future Outlook

Restricted stock units and employee stock options vest in the future, aligning executive compensation with long-term company performance.

Industry Context

Executive stock transactions are a common practice in publicly traded companies like Mastercard, aligning management interests with shareholder value.

Comparison to Industry Standards

• Stock-based compensation is a standard practice among large-cap companies like Visa, American Express, and PayPal to incentivize executives.
• The vesting schedules and performance-based conditions are typical for executive compensation packages in the financial services industry.
• The reported transactions are similar to those seen in Form 4 filings of executives at comparable companies.

Stakeholder Impact

• These transactions have a minor impact on shareholders as they are part of standard executive compensation practices.
• Employees may be indirectly affected through the company's overall performance and stock price.

Next Steps

• Vesting of restricted stock units and employee stock options in subsequent years.
• Settlement of performance stock units in 2026.

Key Dates