Our Purpose

We work to connect and power an inclusive, digital economy that benefits everyone, everywhere by making transactions safe, simple, smart and accessible. Using secure data and networks, partnerships and passion, our innovations and solutions help individuals, financial institutions, governments and businesses realize their greatest potential. Our decency quotient, or DQ, drives our culture and everything we do inside and outside of our company. We cultivate a culture of inclusion (https://www.mastercard.us/en-us/vision/who-we-are/diversity-inclusion.html) for all employees that respects their individual strengths, views, and experiences. We believe that our differences enable us to be a better team – one that makes better decisions, drives innovation and delivers better business results.

Title and Summary

Senior Counsel – Governance & Securities

Overview:

Provides professional legal support service to senior attorneys in the form of legal research, the drafting of legal documents and business communications, with a focus on assistance with securities, compliance and governance matters in addition to on-going public company reporting.

Role:

Under general direction; provides professional legal support service to senior attorneys in the form of legal research and drafting of legal documents and business communications.

Responsibilities Include:

• Advise on corporate governance and securities law matters;

• Ensure compliance with public company reporting and disclosure requirements;

• Take lead in preparation and filing of Proxy Statement - preparation includes the distribution and collection of relevant data and materials, coordinating with printer, and preparing drafts, liaising with Shareholder Services for mailing to be in compliance with SEC rules and regulations;

• Provide support for the Board of Directors and executive leadership team on governance- and shareholder-related matters, including preparation and review of materials for meetings of the Nominating and Corporate Governance Committee and responses to shareholder proposals;

• Assist with managing Board materials, as needed;

• Assist with overseeing insider trading and Section 16 filing processes;

• Maintain the corporate website, including updating IR website and coordinating all changes with Communications team;

• Benchmark securities and governance issues (including review of professional blogs, law firm memos, etc.), providing proactive updates and emails/memos to team members.

• Assist with preparation of agenda and other materials for the Nominating and Corporate Governance Committee.

All About You:

Education:

• JD from an accredited law school and member in good standing of the State bar of New York

• Prior relevant experience in corporate and securities law (law firm experience is preferred)

• Strong corporate governance and securities experience.

• • Excellent written and verbal communication skills.

• Strong work ethic with high level of attention to detail; • Proficient in legal research. Ability to perform Westlaw and internet research.

• Proficient in MS Office products and database tools

• Ability to build relationships a key - excellent people skills and communication skills a must.

Mastercard is an inclusive equal opportunity employer that considers applicants without regard to gender, gender identity, sexual orientation, race, ethnicity, disabled or veteran status, or any other characteristic protected by law. In the US or Canada, if you require accommodations or assistance to complete the online application process or during the recruitment process, please contact reasonable_accommodation@mastercard.com and identify the type of accommodation or assistance you are requesting. Do not include any medical or health information in this email. The Reasonable Accommodations team will respond to your email promptly.

Corporate Security Responsibility

All activities involving access to Mastercard assets, information, and networks comes with an inherent risk to the organization and, therefore, it is expected that every person working for, or on behalf of, Mastercard is responsible for information security and must:

• Abide by Mastercard’s security policies and practices;

• Ensure the confidentiality and integrity of the information being accessed;

• Report any suspected information security violation or breach, and

• Complete all periodic mandatory security trainings in accordance with Mastercard’s guidelines.

In line with Mastercard’s total compensation philosophy and assuming that the job will be performed in the US, the successful candidate will be offered a competitive base salary based on location, experience and other qualifications for the role and may be eligible for an annual bonus or commissions depending on the role. Mastercard benefits for full time (and certain part time) employees generally include: insurance (including medical, prescription drug, dental, vision, disability, life insurance), flexible spending account and health savings account, paid leaves (including 16 weeks new parent leave, up to 20 paid days bereavement leave), 10 annual paid sick days, 10 or more annual paid vacation days based on level, 5 personal days, 10 annual paid U.S. observed holidays, 401k with a best-in-class company match, deferred compensation for eligible roles, fitness reimbursement or on-site fitness facilities, eligibility for tuition reimbursement, gender-inclusive benefits and many more.

Pay Ranges

Purchase, New York: $187,000 - $300,000 USD

Atlanta, Georgia: $163,000 - $261,000 USD

Miami, Florida: $163,000 - $261,000 USD

O'Fallon, Missouri: $163,000 - $261,000 USD

Salt Lake City, Utah: $163,000 - $261,000 USD