v3.22.4
Stockholders' Equity
12 Months Ended
Dec. 31, 2022
Stockholders' Equity Note [Abstract]  
Stockholders' Equity Stockholders' Equity
Classes of Capital Stock
Mastercard’s amended and restated certificate of incorporation authorizes the following classes of capital stock:
ClassPar Value Per ShareAuthorized Shares
(in millions)
Dividend and Voting Rights
A$0.00013,000 One vote per share
Dividend rights
B$0.00011,200 Non-voting
Dividend rights
Preferred$0.0001300 No shares issued or outstanding at December 31, 2022 and 2021. Dividend and voting rights are to be determined by the Board of Directors of the Company upon issuance.
Dividends
The Company declared a quarterly cash dividend on its Class A and Class B Common Stock during each of the four quarters of 2022, 2021 and 2020.
The Company declared total per share dividends on its Class A and Class B Common Stock during the years ended December 31 as summarized below: 
202220212020
(in millions, except per share data)
Dividends declared per share $2.04 $1.81 $1.64 
Total dividends declared$1,968 $1,781 $1,641 
Ownership and Governance Structure
Equity ownership and voting power of the Company’s shares were allocated as follows as of December 31:
20222021
Equity OwnershipGeneral Voting PowerEquity OwnershipGeneral Voting Power
Public Investors (Class A stockholders)88.5 %89.3 %88.4 %89.2 %
Principal or Affiliate Customers (Class B stockholders)0.8 %— %0.8 %— %
Mastercard Foundation (Class A stockholders)10.7 %10.7 %10.8 %10.8 %
Class B Common Stock Conversions
Shares of Class B common stock are convertible on a one-for-one basis into shares of Class A common stock.  Entities eligible to hold Mastercard’s Class B common stock are defined in the Company’s amended and restated certificate of incorporation (generally the Company’s principal or affiliate customers), and they are restricted from retaining ownership of shares of Class A common stock.  Class B stockholders are required to subsequently sell or otherwise transfer any shares of Class A common stock received pursuant to such a conversion. 
Mastercard Foundation
In connection and simultaneously with its 2006 initial public offering (the “IPO”), the Company issued and donated 135 million newly authorized shares of Class A common stock to Mastercard Foundation. Mastercard Foundation is a private charitable foundation incorporated in Canada that is controlled by directors who are independent of the Company and its principal customers. Under the terms of the donation, Mastercard Foundation became able to resell the donated shares in May 2010 to the extent necessary to meet charitable disbursement requirements pursuant to Canadian tax law. Under such current law, Mastercard Foundation must annually disburse at least 3.5% of its assets not used in its charitable activities and administration in the previous eight quarters (“Disbursement Quota”). However, Mastercard Foundation obtained permission from the Canada Revenue Agency to, until December 31, 2021, meet its cumulative Disbursement Quota obligations over a period of time that, on average, demonstrated compliance with the requirement for such established time period. Currently, Mastercard Foundation may not sell or otherwise transfer its donated shares prior to May 1, 2027, except to the extent necessary to satisfy the Disbursement Quota. Based on that timing, Mastercard Foundation would be permitted to sell all of its remaining shares beginning May 1, 2027, subject to certain conditions.
Common Stock Activity
The following table presents the changes in the Company’s outstanding Class A and Class B common stock for the years ended December 31:
 Outstanding Shares
 Class AClass B
(in millions)
Balance at December 31, 2019996.0 11.2 
Purchases of treasury stock(14.3)— 
Share-based payments2.3 — 
Conversion of Class B to Class A common stock2.9 (2.9)
Balance at December 31, 2020986.9 8.3 
Purchases of treasury stock(16.5)— 
Share-based payments1.2 — 
Conversion of Class B to Class A common stock0.5 (0.5)
Balance at December 31, 2021972.1 7.8 
Purchases of treasury stock(25.7)— 
Share-based payments1.8 — 
Conversion of Class B to Class A common stock0.2 (0.2)
Balance at December 31, 2022948.4 7.6 
The Company’s Board of Directors have approved share repurchase programs of its Class A Common Stock authorizing the Company to repurchase shares. The following table summarizes the Company’s share repurchase authorizations of its Class A common stock for the years ended December 31:
202220212020
(In millions, except per share data)
Board authorization$9,000 $8,000 $6,000 
Dollar-value of shares repurchased$8,753 $5,904 $4,473 
Shares repurchased25.7 16.5 14.3 
Average price paid per share$340.60 $356.82 $312.68 
As of December 31, 2022, the remaining authorization under the share repurchase programs approved by the Company’s Board of Directors was $12.2 billion.