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 number at the bottom of the virtual stockholder meeting login page for technical support. While we do not anticipate any technical issues during the meeting, 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 Board Chair may adjourn or expedite the annual meeting or take such action that the Board Chair or Secretary of the meeting determines 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 the meeting. Stockholders have the opportunity to submit questions prior to the start of the meeting, and stockholders who entered the meeting using their control number may also 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 filings with the SEC. Slides for the presentation, including non-GAAP reconciliations, are available on the Mastercard 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 2025 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 virtual annual meeting. On behalf of the Board, I'd like to express our gratitude to the Mastercard employees who may be listening. It's your work, your focus on the customer, your creativity, and your innovation that are key to delivering our business strategy and are fundamental to our success. For this, we very much thank you. We have formal business to attend to at this morning's meeting. The agenda and the rules of conduct for this meeting are available on the portal and are also posted to our investor relations website prior to the start of this 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 now open for voting, and all matters to be presented will remain open until we close them later in the meeting. If you have 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. All of the director nominees, including Michael Miebach, our CEO, are in attendance today. In addition, our General Counsel, Tiffany Hall, is in attendance and will act as Secretary for this meeting. We also have several members of senior management in attendance, including our CFO, Sachin Mehra, our Chief People Officer, Susan Muigai, our Chief Risk Officer, Karen Griffin, our Chief Administrative Officer, Richard Verma. Michael Gadowski from PricewaterhouseCoopers LLP, our independent registered public accounting firm, is also present. Although PricewaterhouseCoopers has indicated that it does not wish to make a statement, a representative is available to respond to appropriate questions you might have related to their engagement. We have designated Ryan Loveless of Sodali & Co as inspector of elections for this meeting, and he has taken and subscribed the customary oath of office to execute his duties with strict impartiality. I have a copy of the notice of the meeting together with an affidavit of mailing and the proxy materials made available to our stockholders of record. There are eight proposals to be voted on today, each of which is described in our proxy statement, including the vote required to approve each proposal. The six 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 ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2025. Fourth, the approval of an amendment to Mastercard's amended and restated certificate of incorporation to limit liability of officers as permitted by Delaware law. Fifth, the approval of an amendment to Mastercard's amended and restated certificate of incorporation to remove the Industry Director concept. Sixth, the approval of an amendment to Mastercard's amended and restated Certificate of Incorporation to implement other miscellaneous changes. In addition, we have two stockholders presenting proposals this morning for consideration. The board is grateful for the opportunity to engage with stockholders regularly on governance matters. First, a stockholder is presenting proposal number seven, a proposal requesting racial equity audit report. We welcome Maguette Diop on behalf of the proponent, SEIU Master Trust, to present a statement with respect to this proposal. Operator, please open Maguette's line. Maguette, we appreciate your interest in the company, and you may proceed. You will have three minutes to present your proposal. Thank you. Good morning. My name is Marguerite Diop. I am here on behalf of the SEIU Pension Plans Master Trust to present proposal number seven on the Mastercard proxy statement. The proposal calls for Mastercard to conduct an audit that assesses and produces recommendations for improving the racial impact of the company's policies, practices, products, and services above and beyond legal and regulatory matters. A report on the audit, prepared at a reasonable cost and omitting confidential proprietary information, should be published on the company's website. Racial equity audits engage companies in a process that may unlock value, uncover blind spots, and strengthen external relationships. We believe that full disclosure would identify the gap between a company's self-perception and that of its key stakeholders, develop new and additive partnerships and relationships within the community, assess the needs of customers and employees, enabling proactive creation of support teams and committees, and provide guidance for diversity officers, human resource managers, and executives on appropriate next steps. Now, Mastercard's statement in opposition touts the Mastercard Center for Inclusive Growth and the Mastercard Impact Fund. It administers as a key element of the company's meaningful action in addressing the overarching issues raised in the proposal. As an initial matter, we believe that philanthropic initiatives are not an adequate substitute for analyzing and mitigating racial impacts of company's operations, given that philanthropy has a finite duration and generally involves amounts far smaller than the company's business activities. Moreover, the Center for Inclusive Growth does not focus on racial equity. Instead, it has a very general aim to ensure sustainable, equitable benefits of a growing economy extend to everyone everywhere. Its focus areas are financial security, which includes climate resistance initiatives in countries such as Indonesia and Bangladesh, and promoting wage digitization and PAC data science, building capacity to fully harness the potential of data science and AI to address local and global challenges, and small business. The partnership with Howard University to address data equity issues and the initiative to support Black communities and Black-owned businesses cited in Mastercard's 2023 ESG report, while commendable, account for only a portion of the Center for Inclusive Growth's work. For the reasons previously mentioned, we ask shareholders of Mastercard to support SEIU Pension Plans Master Trust proposal number seven. Thank you. Thank you, SEIU Master Trust. Second, a stockholder is presenting proposal 8A, a proposal requesting report on affirmative action risks. The proposal we will hear from the proponent in a moment, the National Center for Public Policy Research, has prerecorded a statement with respect to this proposal. We appreciate National Center's interest in the company. Operator, please play the National Center's statement. My name is Stefan Padfield, and I am the Executive Director of the Free Enterprise Project, which is part of the National Center for Public Policy Research. The National Center is the proponent of proposal 8, which asks Mastercard for a report on its affirmative action risks. Affirmative action, otherwise known as discrimination in the name of anti-discrimination or neo-racism, was struck down in the context of college admissions by the U.S. Supreme Court in 2023, and since then, attorneys general have warned that the ruling implicates corporate affirmative action programs as well. Yet, as set forth in our proposal, Mastercard apparently continues to have a number of expressly racially discriminatory affirmative action initiatives on its books. In fact, nowhere in its opposition statement does Mastercard even attempt to disavow the examples of express racial discrimination we cite. Instead, shareholders are given platitudes about inclusion and assurances that Mastercard can't be engaging in illegal discrimination because it has policies against such things. Unfortunately, the most likely outcome here is that our proposal will be defeated by a combination of apparently conflicted proxy advisors, asset managers, and corporate executives, leaving the true owners of the company stuck with race discrimination being conducted with their money in the name of inclusion. I ask the board to reconsider its position and adopt our proposal independently in order to satisfy its fiduciary duties. When it does so, it might consider that Jason Riley, a fellow at the Manhattan Institute and a columnist for the Wall Street Journal, recently published his latest book, The Affirmative Action Myth: Why Blacks Don't Need Racial Preferences to Succeed. As one reviewer noted, Jason Riley dissects the false promises and actual damages of race-based policies. Relatedly, a recent article published by the National Center's Project 21, which is a network of Black leaders whose views are often marginalized by mainstream media and DEI activists, titled Rolling Back DEI Rewards Black Americans Instead of Crippling Them, includes the following from Priscilla Rahn, former vice chair of the Colorado Republican Committee, who notes that affirmative action initiatives have not fundamentally changed the economic outcomes for Black families over generations, and concludes that focusing on skills, education, and economic policies that benefit all Americans will do more to lift Black families than race-based programs. In fact, every inequality cited to justify race discrimination in the name of affirmative action can be better addressed on a colorblind basis. As just one example, if low test scores create hiring pipeline problems, colorblind initiatives to raise the floor for all students will necessarily positively impact diversity without all the costs of obsessively dividing us on the basis of race. For all these reasons, I ask you to vote in favor of proposal 8. Thank you, National Center for Public Policy Research. For the reasons set forth in our proxy statement, the board has considered stockholder proposals 7 and 8 and recommends stockholders vote against proposals 7 and 8. Because we received no timely notice of any other nominations or business to be considered at this meeting, these eight agenda items are the only matters to be voted on at today's meeting. This concludes the introduction of the proposals to be presented at the meeting. At this time, the polls are now closed for voting. All votes are now in the custody of the inspector of elections. Turning now to the results of voting and quorum, Tiffany, could you please read out the preliminary vote results? Thank you, Merit. Based on the inspector of elections preliminary vote report, we have a quorum for all matters to be voted upon at this meeting, and each of the 12 director nominees have been elected. Our executive compensation has been approved on an advisory basis. The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2025 has been approved. The amendment to Mastercard's amended and restated certificate of incorporation to limit liability of officers as permitted by Delaware law has been approved. The amendment to Mastercard's amended and restated certificate of incorporation to remove the industry director concept has been approved. The amendment to Mastercard's amended and restated certificate of incorporation to implement other miscellaneous changes has been approved. The stockholder proposal requesting a racial equity audit report has not been approved. The stockholder proposal requesting a report on affirmative action risk has not been approved. The inspector of elections preliminary vote report that I have used will be certified following the meeting, and we expect to publicly report the final voting results on a current report on Form 8K with the SEC. The inspector's final report will also be filed with the meeting minutes. Thank you, Tiffany, for reporting the results of the stockholders' votes. On behalf of the board, I would like to thank all of the stockholders for their participation in the items presented for consideration this morning. We appreciate the great interest and passion that our stockholders bring to our business. Each of the proposals that were submitted were closely considered and discussed before our proxy filing earlier this spring, and we have communicated the reasons for our recommendations in our proxy statement. This now concludes the formal business portion of the meeting. I'm now going to turn to a presentation from our CEO, Michael. Over to you. Thank you, Merit. Thank you to all of you for your support to Mastercard. In our fast-changing world, our mission to power economies and empower people is more relevant than ever. Technology is unlocking new possibilities. Consumers want more choices in how they pay. Entrepreneurs rely on digital tools to secure and grow their business. Our customers, they look at us as a strategic partner ready to help solve challenges they are facing and to bring these new technologies into their business in a secure and simple way. Mastercard is delivering on all fronts. As you've heard on our quarterly earnings calls and at our investor community meeting last November, our results have been strong, and we are winning around the world. Today, I'd like to talk about why that is. First, our strategy captures secular trends and generates new opportunities, both payments and services, driving a virtuous cycle of growth. Second, our business model is diversified and resilient, helping us navigate varied environments with confidence. Third, we differentiate ourselves from our competitors by staying at the cutting edge of the digital economy and cultivating trust our brand represents around the world. Daily moving money from point A to B is something several existing and emerging technology providers can do. We do more than just move money. We do it ubiquitously on a global basis in a secure manner with robust protections for both consumers and merchants, all while providing an excellent consumer experience. Finally, I will share how all that translates to strong, tangible results. Let's dive in. Back to first. The strategy that has guided us through the past several years continues to power our momentum for the future. We're capitalizing underlying tailwinds to boost our business, from the accelerating march of digitalization and the accompanying need for strong cybersecurity to consumers' demand for seamless, instant personalized experiences. The secular opportunity for growth remains rich and presents significant possibilities for consumers, businesses, our customers, and Mastercard. We're driving innovation across each of our three strategic focus areas, which you're so familiar with: consumer payments, commercial and new payment flows, and value-added services and solutions. Let's take them one by one. Consumers experience that checkout reimagined online and in-store with Click to Pay, biometric passkeys, and tokenization, protecting their account information every time they click or tap. Commercial customers continue to modernize their payment flows with our industry-leading Virtual Cards, bringing speed, ease, and greater control to their business payments. Our partners around the world depend on our value-added services and solutions to keep ahead in our digital-first economy by strengthening consumer engagement through tools like subscription services or personalization, by sharpening market insights to help our customers make smarter decisions, by securing the digital ecosystem using GenAI techniques to disrupt fraud before it can happen. To illustrate, our decision intelligence solution prevented 40% more fraud in quarter one of this year compared to quarter one last year. Our safety net technology alone has prevented nearly $50 billion in fraudulent transactions over the past three years. All this matters because when our customers meet their customer needs and create stronger relationships, we win too. Simply put, more payments in both consumer and commercial create richer data. Richer data powers stronger insights and more impactful services, helping our customers make better decisions. More services, in turn, help drive more payments onto our network, and our virtuous cycle continues at scale across the network. Second, our diversified business model positions us for continued growth and resilience in both the short and the long run. We diversified across geographies, generating around 70% of our net revenue outside of the United States in 2020. We're ubiquitous, offering the same reliable user experience in and across more than 220 countries and territories worldwide, now including domestic switching capabilities that we're expanding across China. That positions Mastercard to be the most widely accepted way to pay in the world. Now, this did not happen overnight. We have invested for decades to build a unique franchise and ubiquitous acceptance. The combination of experience, technology, and proven impact is why merchants, fintechs, financial institutions, buy now pay later providers, and crypto players, and more, choose to work with us so they can meet their customer needs whenever and wherever they are. Our customers benefit from the reach and resources that Mastercard brings as a global business. At the same time, they appreciate how we show up locally, adding value to ecosystems everywhere we operate. We are diversified across categories and verticals, facilitating both discretionary and non-discretionary spend, domestic and cross-border transactions. We are diversified across products: debit, credit, prepaid, commercial, account to account, buy now pay later, digital asset, you name it, we have it. Our newly launched One Credential brings these payment options together in a single product. See, there has never been more options for how people pay, and Mastercard is in the transaction flow for all of them. Customers particularly value the power of Mastercard's differentiated value-added services and solutions. Unlike local networks or niche providers, we draw on our strategy to create products that deliver impact and work together. That is reflected in the numbers. Services account for close to 40% of our net revenue in 2020, at a very healthy pace. That strength of our diversified model means we remain a reliable and agile partner, delivering for our customers and uniquely investing in emerging areas as the operating environment continues to evolve. Which brings me to the third point. We set ourselves apart from the competition to shape the future through our relentless focus on innovation backed by our uncompromising commitment to trust. It is about having a long-term view to create resilience for our customers and the network. That's what we've always done, from creating chip and PIN payments to developing tap-and-go contactless capabilities to inventing and scaling tokenization technology, which is now the backbone of securing online commerce. We're bringing that same approach to pioneer tomorrow's digital economy. Building our decades-long experience with artificial intelligence, approximately one-third of our value-added services and solutions products already incorporate the power of AI. Based on that, we are now enabling the future of agentic commerce. People are already using AI to help them research and recommend purchases, asking an AI-powered software agent to help find an outfit for a beach wedding that fits their budget, just for an example. Now, with agentPay, such an authorized agent can also complete the final step, executing the payment on your behalf using your tokenized card credentials. The result is a secure and seamless consumer experience enabled by the power of Mastercard's network tokens, franchise rules, and fraud and security solutions. Mastercard provides the connectivity issued and makes the transaction happen in this agentic commerce shift. The same is true when it comes to digital assets like crypto or stablecoins. We're working with new card issuance partners and many players in the space like Crypto.com and MetaMask to better connect the crypto economy to everyday spending, bringing ubiquity, security, and rewards to allow consumers to use cards to buy or spend digital assets across our global acceptance flow. With increasing regulatory clarity on stablecoins in various geographies, including the United States, we also see increasing interest from traditional financial institutions. We are ready to serve them to distribute digital assets, leading into emerging use cases and deliver services. We're investing in the consumer experience as well as the potential opportunity in the commercial space. After all, meaningful access for new players and to new assets, a seamless and consistent experience is what innovation truly is about. Talking about access, around the world, the backbone of our business is our switching technology, ensuring reliable, available, and secure payments. This year, we rolled out a game-changing redesign to keep our global network primed for the future, with near-real-time capabilities for cards and account payments, including near-instant clearing and settlement. In use already in South Africa, we're looking to scale it to more markets over time. This means we're upgrading the digital economy with the speed people expect in every part of their lives. This kind of thinking and dedication has landed Mastercard at the top of IMD's Future Readiness Index again for the 11th year in a row. None of this is possible without trust. Trust is the currency of innovation. See, if people do not trust you to have their interests at heart, they will not use your product, no matter how good it is. Every transaction on the Mastercard network delivers predictable experiences, data protection, cybersecurity protections, and zero liability for fraud. These assurances fuel the trust consumers feel globally when they see our interlocking circles or hear our sonic brand. This trust in our brand is a powerful differentiator and a significant responsibility. For our customers, trust means meeting them where they are, talking face-to-face, being transparent about what we can do and what we will have to build together as co-creators and following through on our commitments. We are proud to consistently be recognized for the trust and power of our brand. For 2025, we've been named among the most trusted and trustworthy companies in America by Forbes and Newsweek, the site just two recent awards. Mastercard means trust. It is one ingredient for why we are winning. Finally, here's what this adds up to for all of you. Mastercard has delivered strong returns in 2024. We flipped or expanded hundreds of relationships globally and switched more than 159 billion transactions, growing both of our volumes and transactions by 11% on a local currency basis. We had over 3.5 billion cards issued, approximately 150 million acceptance points, locations growing. We delivered 18% currency-neutral adjusted net revenue CAGR for the three years ending 2024 and a 25% adjusted EPS CAGR in the same period on a currency-neutral basis. We carried that momentum forward into 2025 with very strong results in the first quarter. Our stock has delivered strong returns, outperforming the S&P 500 over the same three-year period, the seven-year period, and the ten-year period. We continue to maintain a strong balance sheet, an imperative for the long-term role we play in the payments ecosystem, and we invest in the future of our business. We prioritize returning value to our stockholders. In 2024, we returned $13.5 billion through a combination of buybacks and dividends, bringing the total return to shareholders since our 2006 IPO to more than $90 billion through April 2025. These results speak for themselves. They do not happen by themselves. It is a testament to the outstanding work of more than 35,000 team members working in every region of the world who make up the power of one Mastercard. I will close by thanking all of my colleagues and all of you who are grateful for our stakeholder community and the strong support you provide. It's been a big year of progress, and I'm excited by all the priceless opportunities that lie ahead of us. Thank you. Back to you, Merit. Thank you, Michael. At this time, we will now answer questions that have been submitted about the eight proposals, as well as Michael's remarks. You may continue to submit questions during this Q&A session. Tiffany, will you please read aloud the questions? Tiffany. Thank you, Merit. We received a number of questions in advance of today's meeting. We have organized them by topic, combined and summarized them where there has been significant overlap. 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. First question. We received a question related to our approach to setting compensation levels for our executives. Thank you. I'd like to direct this to Richard Davis, who is with us and who chairs our HRCC committee. Richard. Thank you, [Merit], and thank you for the question. The primary objective of our compensation program is to attract, motivate, and retain our executives to ensure successful execution of our business strategy. The HRCC, which is the Human Resources and Compensation Committee, reviews our executive compensation programs annually and believes our overall compensation structure and incentive plans are aligned with our business strategy and performance metrics that drive long-term stockholder value. F W Cook, the HRCC's independent consultant, annually evaluates the peer group compensation data as a basis for understanding the market for our executive roles across the organization. The HRCC then determines the appropriate market positioning for each of our executives relative to the peer group data as it sets annual compensation quantums. In no case are our executive pay quantums misaligned with the relevant market data for their role. Next question. How do you think about the opportunities and risks associated with stablecoins? And can you tell us more about Mastercard's recent developments in this area? Thank you. Michael, could you please address this question? I already referred to the stopping in my earlier remarks, but let's just double down on this. Stablecoins are a really exciting chapter of the digital payments growth story, growing use cases and demand among consumers, issuers, merchants alike. With increasing regulatory clarity across various regions, it is leading to interest from traditional financial institutions as well, and we are ready to serve them. It's also clear that on their own, stablecoins don't offer the global acceptance, security, reliability, consumer protections, or scale that have made card payments trusted and preferred by billions. To make them scale, we need to deliver convenient, secure, and dependable experiences. We are bringing our expertise, our unparalleled networks, state-of-the-art services, and leading partnerships to bear to integrate stablecoins into the financial mainstream, all that with a vision of making them as seamless and ubiquitous as Fiat. Almost all the use cases for stablecoin or crypto that emerge require an on-ramp and off-ramp to move between Fiat and crypto, and the need for global use as a network will provide both. We already enable millions of people to spend on their stablecoin balances at 150 million Mastercard merchant acceptance locations worldwide, thanks to partnerships with crypto pioneers like MetaMask, Crypto.com, OKX, and Kraken. Consumers can also purchase digital assets with card. Major exchanges like Binance, Bybit, and Coinbase accept Mastercard for crypto purchases, and merchants can choose to be paid or settled in stablecoins no matter which card is issued. We just announced further enhancements. We are adding to the stablecoins we support on the Mastercard network, for example, enabling USDG via Paxos, FI USD via Fiserv, PYUSD via PayPal. On the cross-border side, financial institutions and crypto wallets can use Mastercard Move to send or receive stablecoin flows seamlessly, another option in our near-real-time flows. That is very cool and another example of how our capabilities support consumers and businesses in choosing the way in which they want to be paid or pay. Now, we think longer-term there may be further applications in B2B, especially in use cases with programmable payments or in cross-border payments using tokenized deposits. We're investing here too. Our multi-token network makes programmable and cross-border B2B payments possible in this context. We've worked with partners such as Standard Chartered and JPMorgan, and more recently, our partnership with Fiserv will make it easier for banks to implement this, enabling a simpler path from Fiat bank deposits to tokenized assets. We see this as a key asset, all funds intended, as we continue to harness the multi-trillion dollar industry. Remember, trust is key to scaling. I talked about it earlier, something our network, brand, and services offer. For example, we have services like Crypto Secure, which is now actively monitoring risks around crypto transactions for hundreds of issuers globally. That's a long list. The short story is we're shaping the future of stablecoins, and we're partnering across the space to offer trust and ubiquity. We'll continue to innovate and provide optionality based on where customers see value. That's what we've always done and what we always will do. Next question. Is Mastercard ready to adapt to a changing political environment that encourages political neutrality? Thank you. I'll be happy to respond to that. We all recognize that the issues facing the world are great, and the asks of our company are as well. Our brand and our voice carry a lot of weight, and that's why we have and we continue to be asked for views and to sign on to commitment. I think our approach is rather simple. Mastercard, as an organization, does not take political stances. Individuals hold political views. We operate a business designed to serve all geographies, powering economies, and empowering people. We're sensitive to the fact that political and social statements can alienate stockholders with alternative views. We do, and we continue to honor the full range of political views at our company when they're grounded in goodwill, tolerance, and mutual respect. Next question. What will be our main growth drivers in the coming year? Michael, could I invite you to address this again? Yeah. Thanks, Merit. So we delivered a strong first quarter, a very strong first quarter, and we shared our full year 2025 guidance at Q1 earnings. We have a well-diversified business geographically and across spend categories and solutions. As mentioned during the business update, we have a focus on three key strategic pillars: consumer payments, commercial new payment flows, and value-add services and solutions. These fuel our growth algorithms, both for this year and in the long term, enabling strong growth potential for Mastercard. We believe these are the right areas of focus and the right growth drivers, powering each other, that virtuous cycle we all know so well. They also position us to navigate an ever-changing world, including geopolitics and macroeconomics, so we remain focused on executing this strategy. Thank you for the questions. This concludes our question-and-answer session. Merit, I will turn it back to you. Thank you, Tiffany. As there are no other matters, this meeting is adjourned. Thank you again for attending this year's meeting and for your continued support of Mastercard. This now concludes the meeting. Thank you for joining, and have a pleasant day.