Welcome to Mastercard Incorporated's Annual Meeting of Stockholders. This meeting is being held in a virtual-only format. If you encounter any technical difficulties accessing the virtual meeting portal please call 844-986-0822 in the U.S., or 303-562-9302 internationally, or otherwise, reference the support numbers at the bottom of the virtual stockholder meeting login page for technical support. While we do not anticipate any technical issues during this call, in the event such issues do occur, we request that you wait 10 minutes for those issues to be resolved. In the unlikely event that these issues are not able to be resolved, the chair may adjourn or expedite the annual meeting or take such action that the chair or secretary of the meeting determines is appropriate in light of the circumstances. Further instructions will be posted on the company's investor relations page within 24 hours if for some reason this meeting does not conclude or continue today. There will be a question and answer session during this meeting. Stockholders had the opportunity to submit questions prior to the start of the meeting, and stockholders who entered the meeting using their control numbers also may submit questions during the meeting by typing questions into the text box on your screen and clicking the button to submit. Please include your name and organization with your question. There will also be a business presentation, and both this presentation and the Q&A session may include forward-looking statements about Mastercard's future performance. Actual performance could differ materially from what is suggested by the comments today, and information about the factors that could affect future performance is summarized in Mastercard's recent SEC filings. The slides for the presentation, including non-GAAP reconciliations, are available on Mastercard's website. It is now my pleasure to turn to Merit Janow, Board Chair of Mastercard, who will begin the meeting. Ms. Janow, please go ahead. Good morning, welcome to Mastercard's Annual Meeting of Stockholders, which I now call to order. I'm Merit Janow, Board Chair of Mastercard. Thank you for joining us online for this year's annual meeting, which we are holding virtually. We're happy you can join us today, and hope you are well. On behalf of the board, I'd like to express our gratitude to our employees who may be listening. It's the ingenuity, drive, and decency of our people that powers our business, propels our innovation, drives commercially sustainable social impact, and advances inclusive economic growth around the world. For all of this, we thank you. We have formal business to attend to this morning. The agenda and the rules of conduct for this meeting are available in the materials in the portal, and were also posted on our website prior to the start of the meeting. As a reminder, if you are attending using your 16-digit control number, you may vote or submit questions during the meeting today. The voting polls are open and will remain open until we close them later in the meeting. If you've already submitted your vote, you do not need to do anything further. If you have not voted yet or want to change your vote during the meeting, you can do so by clicking the Vote button on your screen. Turning to introductions, all of the director nominees, including Michael Miebach, our CEO, are in attendance today. In addition, our Chief Administrative Officer, Tim Murphy, is joining online, and he will act as secretary for this meeting. We also have several members of senior management joining, including our CFO, Sachin Mehra, our Chief People Officer, Michael Fraccaro, our Chief Risk Officer, Karen Griffin. Michael Gutowski from PricewaterhouseCoopers, our independent registered public accounting firm, is also present. We have designated Justin O'Keefe of Morrow Sodali as Inspector of Elections for this meeting, and he has taken the oath of office. Before we continue, I want to take a moment to acknowledge Jack Tai, who is not standing for re-election. Jack has played an important role in the company's evolution after its IPO in 2006. He has served as a member of the Audit, Risk, and Nominating and Corporate Governance Committees, and as chair of our previous risk subcommittee. Jack has brought to the board expertise on global markets and insights on both risks and opportunities for the company, especially in the context of the financial industry and the regulatory environment. We thank him for his service on our board. I have a copy of the notice of the, together with an affidavit of mailing and the proxy materials made available to our stockholders of record. A certified list of stockholders as of the record date, is also available for inspection. Turning to the matters for consideration, there are 10 proposals to be voted on today, each of which is described in our proxy statement, including the vote required to approve each proposal. The five matters presented by management are as follows: First, the election of 12 nominees for director. Second, the advisory approval of our executive compensation. Third, the advisory approval of the frequency of future advisory votes on executive compensation, known as say-on-frequency. Fourth, the approval of the Mastercard Incorporated Employee Stock Purchase Plan. Fifth, the ratification of the appointment of PwC as our independent registered public accounting firm for 2023. The board recommends that stockholders vote one year on the say-on-frequency proposal and for each other management proposal. In addition, we have five stockholders presenting proposals this morning for consideration. Your board is grateful for the opportunity to engage with stockholders regularly on governance matters. First, a stockholder is presenting proposal six, a proposal requesting a report on ensuring respect for civil liberties. Scott Shepard, on behalf of the proponent, the National Center for Public Policy Research, has pre-recorded a statement with respect to this proposal. We appreciate Mr. Shepard's interest in the company. Operator, could you please play Mr. Shepard's statement? The company's statement in opposition to our proposal effectively admits that Mastercard discriminates on the basis of viewpoint and has no interest in changing that behavior. Other of its actions make that point indisputable, but as recent events have demonstrated, customers and shareholders will no longer put up with having their assets used to support highly partisan, fringe political and social positions, or companies that discriminate against employees by viewpoint. In its list of grounds on which it does not discriminate, Mastercard glaringly fails to list viewpoint, worldview, or partisan position. This is because it actively, proudly discriminates on those bases. According to Reuters last April, Mastercard had linked all employee bonuses to ESG initiatives to make Mastercard achieve its goals of cutting carbon usage, improving financial inclusion, and gender pay parity. It added that Mastercard, in November, accelerated its net zero timeline by a decade to 2040 from 2050. Viewpoint discrimination is thus built into every working moment at Mastercard. You think that Mastercard should follow the Constitution and hire and promote on merit and success rather than race, sex, and orientation? You must stifle thoughts about obeying the law. Do you think the carbon transition should happen, if at all, on technological and economic timelines, not arbitrary political ones? You must be silent. What if you think that companies should stay out of insanely controversial political and social issues, like whether teachers should lead class discussions with primary school students about sex and sexuality? You're a Mastercard pariah. The company makes perfect scores on the Human Rights Campaign's Corporate Equality Index, which despite its name, requires taking public hard left positions about issues such as the revocation of religious liberties and the destruction of the ability of girls and women to compete in their own sports. Recent events have revealed beyond argument that companies that jump into political and social controversies in highly partisan ways pay a heavy price. The best way to avoid paying that price and facing the breach of fiduciary lawsuits that will follow, is to guarantee viewpoint diversity throughout the company, so that there's someone there to warn about the perils of partisanship. One way Mastercard could move in this direction is to add viewpoint non-discrimination to its Equal Employment Opportunity Policy. Another would be to participate in the Viewpoint Diversity Score Business Index survey, which tracks how well a company is doing at viewpoint non-discrimination, and then touting its score on that index as aggressively as it does the HRC index score. Instead, Mastercard has revealed that it has no interest in protecting stakeholders from viewpoint discrimination and has even refused to fill out the Viewpoint Diversity survey. By the way, its current score on that index is 9%. Executives and directors can't run companies according to their personal policy preferences. You've already done far too much of that. Embrace viewpoint diversity now to step back from that ledge or face the consequences of the inevitable fall. Let that be your target. Thank you, Mr. Shepard. Next, a stockholder is presenting Proposal VII, a proposal requesting a report on Mastercard's stance on a new merchant category code. We welcome Mr. Brad Lander, the Comptroller of the City of New York, on behalf of the proponents, the New York City Employees' Retirement System, the New York City Teachers Retirement System, and the New York City Board of Education Retirement System, to present a statement with respect to this proposal. Operator, could you please open Comptroller Lander's line? Comptroller Lander, we appreciate your interest in the company, and you may proceed. You'll have up to three minutes to present your proposal. Thank you so much. Good morning, Madam Chair, board members, and shareholders. I'm Brad Lander, the New York City Comptroller. I submitted Proposal VII on behalf of the New York City pension funds, with over $400 million invested in Mastercard. Proposal VII urges the board to disclose and explain Mastercard's position regarding applications before the International Standards Organization to establish a merchant category code, or MCC, for standalone gun and ammunition stores. Credit card companies use MCCs to classify businesses based on the goods and services they sell. MCCs have been implemented for grocery stores, bike shops, florists, for most retailers, not for gun and ammunition stores. Shortly after we submitted Proposal VII, the ISO approved an application to create a dedicated firearms MCC. Mastercard publicly committed to implement the firearms MCC across its payment network. The company subsequently did an about-face and, quote, "paused" its nationwide implementation following legislative action in some states to prohibit or limit its use. State attorney generals from many other states called the pause unjustified and said the firearms MCC can produce actionable information about criminal purchases and help the company manage risk. Numerous mass shootings, including Virginia Tech, Binghamton, Fort Hood, Aurora, San Bernardino, Sutherland Springs, and Las Vegas, reportedly involved the use of credit cards. In the case of the Pulse nightclub shooting in Orlando, the shooter opened six new credit accounts and used the new cards to purchase over $26,000 worth of guns and ammunition in the 12 days leading up to the shooting, despite the fact that the shooter had previously spent an average of only $1,500 a month on his one and only credit card. Unfortunately, this suspicious purchasing activity was only identified after the shooter had killed 49 people and wounded 53 more. A dedicated firearms MCC, if implemented by Mastercard, would make it easier for financial institutions to detect and report suspicious purchasing activity associated with illegal activities such as mass shootings and the diversion of guns from lawful commerce into the illegal market. It is in the long-term interest of Mastercard and its shareholders that its services are not used for criminal purposes. Mastercard deploys a variety of tools to identify and, where appropriate, remediate unlawful network activity, but one tool Mastercard does not deploy is an MCC for gun and ammunition stores, even where it is clearly legal and in fact, encouraged. Mastercard, which sits on a committee of the ISO that considers requests for new MCCs, has reportedly opposed the creation of this MCC in the past. The company, however, has neither disclosed nor explained its position on any applications to create such an MCC to the public or just to its shareholders, as requested by Proposal VII. Shareholders are entitled to know Mastercard's stance. As long-term shareholders, we also expect the company to make it easier, not harder, to detect illegal activity on its networks, and therefore, we expect Mastercard to honor its commitments and implement the MCC when legally permitted. Thank you. Please join us in voting for Proposal VII. Thank you, Comptroller Lander. We really appreciate your direct engagement with us on this difficult issue. We invite stockholders to review our response in the proxy statement. Third, a stockholder is presenting Proposal VIII, a proposal requesting lobbying disclosure. We welcome John Chevedden, the proponent, to present a statement with respect to this proposal. Operator, could you please open Mr. Chevedden's line? Mr. Chevedden, we appreciate your interest in the company, and you may proceed. You will have up to three minutes to present your proposal. Hello, this is John Chevedden. I move Proposal VIII, improve transparency in regard to lobbying, which asks Mastercard to provide a report on its federal and state lobbying expenditures, including indirect funding of lobbying through trade associations and social welfare groups, and support for the tax-exempt groups that write model legislation like the American Legislative Exchange Council. Investors are asking companies to disclose all dark money payments to third-party groups that use that money to influence policy. Mastercard fails to do this. Mastercard does not issue a comprehensive report of its own direct lobbying. That data is scattered among federal and state regulators and is difficult to obtain. What we do know is that for its direct lobbying, Mastercard has spent over $47 million on federal lobbying since 2010, and there is incomplete disclosure about Mastercard's spending at the state level, where an expert has called finding this information nearly impossible. Mastercard is required to report its lobbying and already has this information, so it could easily be provided to shareholders. This proposal seeks full disclosure of dark money payments to trade associations or social welfare groups where there are no limits or disclosure requirements. Mastercard stockholders face a blind spot here. Trade associations spend hundreds of millions to lobby. The U.S. Chamber of Commerce has spent more than $1.8 billion since 1998, and social welfare groups have been described as the perfect entity to receive a secret bribe after FirstEnergy was caught making $60 million in dark money payments. For 2022, Mastercard reports belonging to 20 national trade associations and 20 state associations, which receive more than $25,000 each and only discloses a% of an unknown number that is used for lobbying for the national trade associations. A% of an unknown dollar amount is unresponsive to this proposal. For example, Mastercard belongs to the Business Roundtable and Chamber of Commerce, which together spent over $103 million on lobbying for 2022. How large are Mastercard's payments, and what amounts were used for lobbying? Shareholders do not know, and that's a problem. Many of Mastercard's trade associates' lobbying positions contradict company public positions, resulting in values misalignment and reputation risk. For example, Mastercard believes in addressing climate change, yet the Business Roundtable lobbied against the Inflation Reduction Act, and the Chamber of Commerce undermines the Paris Climate Accord. Mastercard supports diversity and inclusion, yet the Chamber lobbied against protecting voting rights. Mastercard has also been identified as contributing to the State Financial Officers Foundation. This group has been directly tied to the attack on so-called woke ESG. Does Mastercard support the dark money attack on investors using environmental, social, and governance factors to screen for material risks? Shareholders are left in the dark. Disclosure transparency is a safeguard mechanism for Mastercard, its reputation, and stockholders, as what gets disclosed gets managed. Full disclosure of Mastercard's lobbying, including all third-party payments, will ensure proper oversight of Mastercard's lobbying. It is in shareholders' best long-term interest to vote for this Proposal VIII: Improve transparency in regard to lobbying. Thank you, Mr. Chevedden. Fourth, a stockholder is presenting Proposal IX, a proposal requesting stockholders approve advance notice bylaw amendments. James McRitchie, the proposer, has pre-recorded a statement with respect to this proposal. We appreciate Mr. McRitchie's interest in the company. Operator, please play Mr. McRitchie's statement. This proposal is from me, James McRitchie. In 2002, I petitioned the SEC for proxy access. It took three rulemakings and a court battle. More than 20 years later, 81% of the S&P 500, including Mastercard, have something called proxy access. Unfortunately, it requires that nominating groups hold 3% for three years, and groups are limited to 20 members. That sets up a situation where proxy access can't really be done without one of the Big Four fund families. They administer retirement savings plans for companies that have never even filed a shareholder proposal, let alone challenge directors. Therefore, proxy access has gone unused. Now, after decades, the SEC adopted Rule 14a-19, allowing shareholders, under specified conditions, to split votes between board nominees and challengers without attending and voting at annual meetings. Will the universal proxy rule go the way of so-called proxy access? After reading bylaws adopted by Masimo, Bloomberg's Matt Levine speculated that company bylaws might demand challengers submit disclosures on paper woven from unicorn manes, with requirements waived for the board's nominees. Mastercard's opposition statement contends the proposal removes the board's discretion. The board would need to wait for action at a shareholders' meeting to ensure its bylaw amendments are ultimately operative, they say. All shareholder proposals are advisory. Even if we win an overwhelmingly majority, boards are free to ignore our directions or to adopt whatever they please. Most can agree there should be some limits on what boards can require without seeking shareholder approval in advance, or at least within a year or so of adoption. I filed 30 proposals like the one before you. We reached agreements at about one-third of the companies based on guardrails that preserve the rule's intent. Your vote for this proposal can help us reach an agreement with Mastercard that protects shareholder rights before the next annual meeting, based on agreements we've reached with other companies. Those agreements put no constraints on boards to take action when needed. However, certain amendments that advantage incumbent directors would need to be ratified by shareholders within a year. Please vote for proposal number nine. Thank you. Thank you, Mr. McRitchie. Finally, a stockholder is presenting Proposal X, a proposal requesting a report on the cost-benefit analysis of diversity and inclusion efforts. William Flaig has pre-recorded a statement with respect to this proposal for Ridgeline Research, which submitted the proposal on behalf of the proponent, American Conservative Values ETF. We appreciate Mr. Flaig's interest in the company. Operator, could you please play Mr. Flaig's statement? Good morning, shareholders and board members. My name is William Flaig, Founder and CEO of Ridgeline Research, the investment advisor to the American Conservative Values ETF, ticker symbol ACVF. On behalf of its shareholders, I move for shareholder proposal number 10, requesting that Mastercard issue a public report detailing a cost-benefit analysis of their global diversity and inclusion effort. A summary of the results should subsequently be included in the next annual update of Mastercard's Global Diversity and Inclusion Report. This is a pro-shareholder proposal. We view all corporations as being organized to provide the best quality goods and services to their customers while maximizing return to the investors who fund the company....As shareholders, we feel Mastercard's current Global Diversity Inclusion Report lacks a quantified net benefit to shareholders and is thus incomplete. Shareholders recommend that the report evaluate any risks, benefits, and costs associated with Mastercard's Global Diversity and Inclusion Program, presented in an objective, quantifiable manner, which will allow a quantitative cost-benefit analysis. Our request gives Mastercard the freedom to take the initiative in setting the terms and framework of the calculation. I encourage all shareholders to vote for Shareholder Proposal X, requesting a cost-benefit analysis of Mastercard's global diversity and inclusion efforts. Thank you. Thank you, Mr. Flaig, and I want to thank again each of our proponents. For the reasons set forth in our proxy statement, the board recommends stockholders vote against Proposals VI, VII, VIII, IX and X Because we received no timely notice of any other nominations or business to be considered at this meeting, these 10 items are the only others to be voted on today. All votes are now in the custody of the Inspector of Elections. We now turn to a preliminary results of voting in quorum. Tim, would you please read out the preliminary vote results? Thank you, Merit. Based on the Inspector of Election's preliminary vote report, we have a quorum for all matters to be voted upon, and each director nominee has been elected. Our executive compensation has been approved on an advisory basis. Frequency of future advisory votes on executive compensation has been selected on an advisory basis at one year. The Mastercard Incorporated Employee Stock Purchase Plan has been approved. The ratification of the appointment of PwC for 2023 has been approved. The stockholder proposal requesting a report on ensuring respect for civil liberties has not been approved. The stockholder proposal requesting a report on Mastercard's stance on a new merchant category code has not been approved. The stockholder proposal requesting lobbying disclosure has not been approved. The stockholder proposal requesting stockholders approve advanced notice bylaws amendments has not been approved, and the stockholder proposal requesting a report on the cost-benefit analysis of diversity and inclusion efforts has not been approved. The Inspector of Election's preliminary vote report that I have used will be certified following the meeting, and we will publicly report the final voting results on a Form 8-K. The inspector's final report will also be filed with the meeting minutes. Thank you, Tim, for reporting the results of the stockholder votes. On behalf of the board, I'd like to thank all of the stockholders for their participation in the items presented for consideration this morning. This now concludes the formal business portion of this meeting, and I'm now going to turn to Michael for the business presentation. Michael, over to you to share your thoughts. Thank you, Merit. Good morning. I'm joining Merit in thanking all of our stockholders, thanking you for your support. If you're joining us this morning, you are likely a regular follower of our business. Our calls each quarter, plus our annual reports and letters, provide you with insight on how we deliver on our strategy. I will not repeat any of this on this call. Instead, over the next few minutes, I'd like to share a view on three key areas. First, a reminder of the strategy that we set. I will go into a few highlights of what our work means for you, the return on your investment. I will close with thoughts on some of the technologies that will continue to power the digital economy and Mastercard's future. Let's get into it. Our strategy is as relevant and as important as when we shared it at our 2021 investors meeting. It's a strategy that helps us build strength on top of other strengths, works consistently and reliably across more than 200 countries and territories. Our strategy helped us navigate the unpredictable challenges of the past several years. It helped us prioritize in order to innovate and deliver at scale. After all, that is what delivers value to you, our customers and partners. The strategy focuses on our three most significant growth opportunities in both the short and the long term: payments, services, and new networks. Let's start with payments. Payments are our foundation and the beating heart of the company. It's about knowing you can pay at more than 100 million merchant locations across the globe. It's also about opening new opportunities across commercial point of sale, B2B accounts payable, disbursements and remittances, as well as consumer bill payment. Next in the strategy is our services portfolio. Today, our value-added services represent more than one-third of our revenues. It is an important growth driver. Services help drive growth in payments. Services deliver the insights to help businesses make better decisions. They help with loyalty between a brand and its customer, and they make each interaction and transaction secure and trusted. Services are the value beyond the transaction. The third area of our strategy is focused on embracing new networks that lie just adjacent to the payment. These are the new opportunities you hear us talk about: open banking and digital identity. We're busy drawing on our world-class teams to build out unique offerings and deliver greater trust to businesses and consumers in these areas. Each of the three pillars of our strategy complement each other. They are where we focus our attention and our innovation. They make our business stronger and more relevant. How have we done? On our quarterly earnings calls, we shared insights on our strong 2022 results and how we brought that momentum. Yes, consumer spending continues to be resilient, but people have to choose Mastercard when they spend. We believe we're doing a good job, having the right products, the right technology, and the right services exactly when people, businesses, and governments need them to drive that choice in our favor. It plays out in growing volumes that results in the positive growth of revenue and adjusted EPS that you see in our governance update presentation. All that work reflects in total stockholder return. Our TSR over the past five years outperformed approximately 90% of the S&P 500. This continues the strong performance we have shown for years. In all that, our capital planning priorities remain unchanged. In addition to maintaining a strong balance sheet, we invest in the business for the long term to drive top and bottom-line growth. Those higher revenues and profits are delivered through both organic growth and acquisition. We return excess cash to our shareholders. Since our IPO, we have returned more than $63 billion to shareholders, $10.7 billion returned in 2022, through a combination of buybacks and dividends. We're proud of our results and our track record in continually delivering for you, our stockholders, as well as our customers, partners, and employees. Now let's look into the future. The digital economy is continuing to expand, with millions more people going online each year, right at the center of this secular trend. The investments that is made in our core network technology, value-add services, prove their value every day. Digital future will need cybersecurity tools to protect billions of people and their transactions. We're all looking at the promise of new technologies, including AI and quantum computing, to boost productivity and growth while improving people's quality of life. The term AI captures headlines and lots of attention, but it's not a new focus for us. For years, we have used AI to power many of our products and services. Today, it's a foundational technology across our business and been a game changer for helping us spot and identify patterns and fraud. Powering the way we identify trends and insights that help businesses make smarter decisions. We can do even more, leveraging generative and other forms of AI, of course, with trust and security at the core. We build more speed, smarts, and personalization into our services. We have a long runway and an incredibly bright future. I'm excited to go after these opportunities with all your support. This goes back to our company vision. We have a big aspiration: to power economies and empower people. Our people make that happen. They are talented. They have joined us from all walks of life, all corners of the world, and so many industries. They are united in their commitment to deliver for each other and for you. They work each day knowing that they are part of a broader team. They're deeply integrated with our customers, working hard to be a partner in all that we do. Our values, the Mastercard Way, that guides us in creating value. It's about creating new opportunities. It's financial inclusion. It's our science-based environmental goals. The thing is, our employees see how delivering on these basics and doing the right thing is good for our business and good for them as your fellow shareholder. Of all of this, that we're excited about the opportunity. Thank you for your support. Turning it back to Merit. Thank you. At this time, we will now answer questions that have been submitted about the 10 proposals as well as Michael's remarks. You may continue to submit questions during this session. Tim will read out the questions. Tim? Thanks, Merit. We received a number of questions in advance of today's meeting, and in order to answer as many as possible, we've organized them by topic and combined and summarized them where there's been significant overlap. If we're unable to have time to address all of the questions during the meeting today, we will post any questions and answers that we do not get to on our investor relations site in due course and consistent with the rules of conduct. I'll now turn to the questions that we've received, and the first one is the following. We've received actually a couple of questions on management's rationale behind focusing on ESG and DEI initiatives. I think the question is, c an you talk about your approach to ESG and DEI? Thank you, Tim. Since this is a question aimed at management's rationale, Michael, I'd like to ask you to respond. Thank you, Merit. I'm glad this question was asked. As I think about it, I want to bring it right back to the heart of our business. It starts with safe and secure payment choices we offer all around the world. We empower people to spend the money that they made, whichever way they want to. We connect buyers and sellers doing that. With that, we power global commerce, we power local economies. We do so in a frictionless manner, we do it consistently at scale. For years, you've heard us talk about doing well by doing good. The two are tightly linked. For us, it is important that the network and the proposition that we offer works for everyone equally. We do not favor a community. We do not disadvantage community. That is good business. It makes us a place where the best people want to work. It helps us strengthen our connection to our customers, and it delivers the results to you, our stockholders, as demonstrated by the past decade. We have a big global business. I'd like to describe it as a big tent. In that tent, you find tens of thousands of employees, over 3 billion cardholders, and more than 100 million merchants. How do we grow that business? We grow it by bringing more people into the tent and more places all around the world. How do we do it? Through innovation, through products, through financial inclusion. We've detailed our efforts around, you know, growing the tent, the people in the tent, in our 10-K, in our annual letter, in our earnings calls, and in our 144-page sustainability report, detailing out our efforts that lead to consistent results over the past decade for our customers, partners, governments, consumers, and you, our stockholders. Thank you. Thank you. you. Tim, I invite you to ask a second question. Sure. There's a second question here. The question is: why are there no African American, Latino, or Mexican members on the board of directors? Okay, I'll take that. Just to clarify, as we state in our proxy statement, seven of our 11 independent directors identify as racially or ethnically diverse, and this includes one director who identifies as black and one director who identifies as Latino. More broadly, let me say, it's important, we believe, to have a very capable and diverse set of leaders in terms of skills, experience, and viewpoints. Mastercard is growing revenues from many markets, it's important to have a board with diverse backgrounds and experiences and perspectives, and that helps us align with our long-term growth opportunity. Diversity is a top priority for us, and it comes in many forms. Some you are born with, some are acquired through life experiences, and we care about both. While the board doesn't have a specific diversity policy, our corporate governance guidelines provide that the NCG should seek to foster diversity when nominating directors for election. This takes into account geographic diversity to reflect the geographic regions in which we operate. This also includes diversity of viewpoints, age, gender, sexual orientation, race, ethnicity, nationality, cultural background. We think about this in a very broad context. Just a few highlights to point out. Some 64% of our independent director nominees identify as racially or ethnically diverse. 36% of our independent director nominees identify as female, including myself, and I'm board chair and NCG chair. Last year, only 14% of S&P 500 companies had a female independent board chair, and only 34% have a female NCG chair. Youngme Moon is chair of our risk committee, and 64% of our independent director nominees are non-U.S. citizens or have international experience. Creating a board of accomplished and diverse members is an ongoing process, and we continue to focus on broadening our perspective and experience to align with the needs of a vibrant, multinational-listed company and one that operates in over 210 countries and territories worldwide. Thank you. Tim, another question, please. Okay. A third question, Merit. It's the following: will you be restricting gun purchases, or will you be respecting civil liberties? Michael, I invite you to respond. Thank you, Merit. Important question. The answer is quite simple. We operate our network under a long-standing set of principles that are grounded in the rule of law. That means we allow all lawful purchases on the network. This includes firearms, but also many other things. This was true on day one in 1966. It is true today. It's a clear, consistent, and reliable standard. It's a standard that consumers, businesses, governments across the world can understand and rely on without question. Under these principles, there should be no doubt of our respect to people's right to transact privately with others. They choose how and where to spend their money. As long as it's a legal purchase, it would appear on our end. As you think about why these principles are important, I invite you to think about how we are setting high standards for ourselves and living up to them. First, your privacy is our priority. We pride ourselves on being leaders in technology and security. That's why we incorporated the highest privacy and data protection standard in our product design. When it comes to your data, our commitment is very clear. You own it, you control it, you benefit from it, and we protect it. This reinforces our respect for individuals' rights to transact privately with others. Second, what you buy is your business. We do not track individual or personal data. When people use their cards, we don't know who they are or what they purchase. We only see the card number, the merchant's name and location, the merchant category code, and the date and amount of transaction. Merchant category code only identifies the primary business of the merchant. Finally, our standards are enforced. Our rules do not permit selective authorization of transactions, such as blocking based solely on a merchant category code. If we identify unauthorized blocking or intentional restrictions of legal commerce by any of our network participants, we will take action to address such activity. While we hold all stakeholders in our payment system to high standards, with legal activities identified, we work with partners to act swiftly. It's important for us to ensure we level up to these standards consistently and without fail. We take our role and responsibility seriously, ensuring we deliver on the expectations and promises that we have set. Thank you. Tim, could we have another question? Sure, Merit. Yeah, it's here. The CEO pay ratio is 163: 1. In the proxy statement, the quote, "Compensation, discussion, and analysis," end quote, section talks about executive metrics and peer groups. It doesn't explain why the CEO is worth 163x the median employee. Why is the CEO 163x more valuable than the median employee? We have with us Richard Davis, who chairs our HRCC committee. Richard, could I invite you to answer this question? Thank you, Merit. The primary objective of our compensation program is to attract, motivate, and retain our executives to ensure successful execution of our business strategy. Each year, the Human Resources and Compensation Committee's independent consultant, FW Cook, reviews Mastercard's executive pay and performance relative to the market data to ensure that the two are appropriately aligned. The committee determines the appropriate market positioning for each of our executives relative to the peer group data as it sets annual compensation quantums. Additionally, we review our executive compensation programs annually and believe our overall compensation structure is aligned with our business strategy. For 2022, the compensation ratio of CEO pay to median pay was estimated to be 163: 1. Most recent competitor pay ratios show our CEO ratio to be favorable and lower than some of our peers, such as Visa, PayPal, American Express, and Discover. Finally, in no case are our executive pay quantums misaligned with the relevant market data for their role. Thank you, Richard. Tim, could we have a further question, please? Sure, Merit. Next question is the following: How much will be spent on dividends and share buybacks in 2023? Michael, could I invite you to take this question? Absolutely. We're not disclosing expectations for 2023. However, in 2022, we paid our shareholders $1.9 billion in dividends, which was 9.3% higher than it was in 2020. We purchased shares worth of $8.8 billion, for a total of $10.7 billion. Further, we have $9.3 billion remaining in the authorized share repurchase program as of the end of Q1 2023. Yesterday, we declared a quarterly cash dividend of $0.57 per share. Merit, I'm seeing, no further questions in the portal, so, I will turn it back to you. Okay. Thank you very much, Tim. The polls are now closed, and as there are no other matters, this meeting is adjourned. I want to thank you again for all of your support of Mastercard.