Notice of 2018 Annual Meeting and Proxy Statement 2023
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement | |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| ☒ | Definitive Proxy Statement | |
| ☐ | Definitive Additional Materials | |
| ☐ | Soliciting Material Pursuant to §240.14a-12 | |
VISA INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Notice of 2018 Annual Meeting and Proxy Statement 2023
Dear Fellow Stockholder,
On behalf of the Board of Directors, we want to thank you for your investment in Visa and encourage you to vote your shares by proxy at this year’s Annual Meeting. There are five matters on the agenda: the election of directors, Say-on-Pay, advisory vote on the frequency of future advisory votes on executive compensation, ratification of the auditors, and one stockholder proposal.
At Visa, we are guided by our purpose, which is to uplift everyone, everywhere by being the best way to pay and be paid. Our purpose is demonstrated in our business and in our environmental, social, and governance (ESG) efforts, which are an important priority for Visa and continue to be an increasing focus for our investors, partners, and employees, as well as governments and other stakeholders.
Our Board oversees our ESG strategy and activities at both the full Board and committee levels, with the Nominating and Corporate Governance Committee having formal responsibility for oversight of our ESG policies and programs. Throughout the year, we made significant progress across each of our five ESG pillars: Empowering People & Economies, Securing Commerce & Protecting Customers, Investing in Our Workforce, Protecting the Planet, and Operating Responsibly. Some highlights across these pillars include:
We have helped digitally enable over 40 million small and micro businesses as of September 2022, as we work toward our goal of reaching 50 million by the end of 2023.
We have invested over $10 billion in technology over the last five years, including to reduce fraud and enhance network security.
We achieved the highest rating in our sector from Gartner Consulting during our 2022 cybersecurity program review.
We supported more than 6,000 employees from 58 countries who volunteered more than 55,000 hours to strengthen the communities in which we live and work.
We completed the first year of the Visa Black Scholars and Jobs Program, hosted the inaugural Visa Black Scholars Summit, and welcomed our second cohort of scholars to continue building on the momentum of the program.
We received third party validation of our 2030 science-based target as an interim goal toward our 2040 net zero target. This builds on Visa’s achievement of purchasing 100% renewable electricity and attaining carbon neutrality for our operations in 2020.
We advanced on our aspiration to be a climate positive company through expanded sustainability solutions, such as the Visa Eco Benefits bundle, for our clients.
We continued to receive recognition of our ESG leadership from third-party organizations, including inclusion in the Bloomberg Gender Equality Index, the Dow Jones Sustainability North America Index for the fifth consecutive year, and Ethisphere’s World’s Most Ethical Companies for the tenth consecutive year.
This year, Visa’s corporate governance practices continued to help promote long-term value and strong Board and management accountability to our diverse set of stakeholders. The Board is focused on prioritizing the right mix of skills, qualifications, experiences, tenure, and diversity to promote and support Visa’s long-term strategy. Women comprise 30% of the Board’s nominees, and 40% of the Board’s nominees are racially or ethnically diverse. During 2022 we welcomed two independent directors to the Board, Teri L. List and Kermit R. Crawford. Teri and Kermit each bring decades of senior leadership experience to the Board, providing diverse perspectives and expertise that will be invaluable to Visa. In addition, Mary Cranston and Bob Matschullat will be retiring from the Board at this year’s Annual Meeting after contributing 15 years of distinguished leadership and service, including as committee chairs, and with Bob serving as our former Chairman of the Board. On behalf of the Board, we sincerely thank Mary and Bob for their dedicated service and many contributions to Visa over the years.
Finally, as we have recently announced, we are pleased to share that Ryan McInerney will be Visa’s next Chief Executive Officer, and Al Kelly will move to the role of Executive Chairman, both effective February 1, 2023. The Board of Directors also expects to appoint Ryan to the Board effective upon his transition to Chief Executive Officer. This leadership change reflects the Board’s thoughtful and well-established approach to succession. Ryan is a very seasoned leader in the payments and consumer banking industry. In his role as President over the past 10 years, Ryan has been responsible for Visa’s global businesses, delivering value to the company’s financial
institutions, acquirers, merchants, and partners in more than 200 countries and territories around the world. He has overseen the company’s market teams, business units, product team, merchant team, and client services. We look forward to working with Ryan to continue to drive Visa’s success, growth, and innovation.
Thank you for your continued support of Visa, and we look forward to your attendance at this year’s Annual Meeting.
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Chairman and
Chief Executive Officer |
John Lundgren Lead Independent Director |
Items of Business
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| 4. | To ratify the appointment of KPMG LLP as our independent registered public accounting firm for fiscal year |
| 5. | To vote on a stockholder proposal requesting an independent board chair policy; and |
| 6. |
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The proxy statement more fully describes these proposals.
Record Date
Holders of our Class A common stock at the close of business on November 25, 2022 are entitled to notice of and to vote on all proposals at the Annual Meeting and any adjournment or postponement thereof.
Attending the Annual Meeting
The meeting will be held on Tuesday, January 24, 2023 at 8:30 a.m. Pacific Time. Log-in begins at 8:15 a.m. Eligible holders of our Class A common stock will be able to attend the meeting online, vote their shares electronically, and submit questions during the meeting by visiting virtualshareholdermeeting.com/V2023. To participate in the virtual meeting, you will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, proxy card, or voting instruction form. Please refer to the “Attending the Meeting” section of the proxy statement for more details about attending the Annual Meeting online. This year’s meeting will be held exclusively online; we are not holding an in-person meeting.
Proxy Voting
Your vote is very important. Whether or not you plan to attend the Annual Meeting online, please vote at your earliest convenience by following the instructions in the Notice of Internet Availability of Proxy Materials or the proxy card you received in the mail. You may revoke your proxy at any time before it is voted. Please refer to the “Voting and Meeting Information” section of the proxy statement for additional information.
On December 1, 2022, we released the proxy materials to the stockholders of our Class A common stock and sent to these stockholders (other than those Class A stockholders who previously requested electronic or paper delivery) a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy materials, including our proxy statement and our fiscal year 2022 Annual Report, and to vote through the Internet or by telephone.
By Order of the Board of Directors
Kelly Mahon Tullier
Executive Vice President, GeneralChair, Chief People and Administrative Officer,
Counsel and Corporate Secretary
Foster City,San Francisco, California
December 7, 20171, 2022
Important Notice Regarding the Availability of Proxy Materials
for the 20182023 Annual Meeting of Stockholders to be held on January 30, 2018. 24, 2023.
The proxy statement and Visa’s Annual Report for fiscal year 20172022 are available athttp://investor.visa.com.
| investor.visa.com | . |
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This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting.
INFORMATION ABOUT OUR 2023 ANNUAL MEETING OF STOCKHOLDERS
| Date and Time | Tuesday, January 24, 2023 at 8:30 a.m. Pacific Time | ||
| Place | This year’s meeting will be held virtually via a live webcast at virtualshareholdermeeting.com/V2023 | ||
| Record Date | November 25, 2022 | ||
VOTING MATTERS
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| Proposals
| Board
| Page Number
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| 1
| Election of ten director nominees
| FOR (each nominee)
| 34
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| 2
| Approval, on an advisory basis, of compensation paid to our named executive officers
| FOR
| 87
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| Advisory vote on the frequency of future advisory votes to approve executive compensation
| ONE YEAR
| 87
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| Ratification of the appointment of our independent registered public accounting firm
| FOR
| 88
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| To vote on a stockholder proposal requesting an independent board chair policy
| AGAINST
| 90
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CORPORATE GOVERNANCE AND BOARD HIGHLIGHTS
We are committed to corporate governance practices that promote long-term value and strengthen Board and management accountability to our stockholders, customers, and other stakeholders. Information regarding our corporate governance framework begins on page 10, which includes the following highlights:
Number of director nominees | 10 | Demonstrated commitment to Board refreshment |
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Percentage of independent director nominees | 90% | Annual Board, committee, and director evaluations |
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Directors attended at least 75% of meetings |
| Regularly focus on director succession planning |
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Annual election of directors |
| Risk oversight by full Board and committees |
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Majority voting for directors |
| Stock ownership guidelines for directors and executive officers |
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Proxy access (3%/3 years) |
| Proactive, ongoing engagement with stockholders |
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Robust Lead Independent Director duties |
| ESG oversight by full Board and committees |
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Regular executive sessions of independent directors |
| Political Participation, Lobbying and Contributions Policy |
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Snapshot of 2023 Director Nominees
Our director nominees exhibit an effective mix of diversity, experience, and perspectives
Director Since |
Committee | Other Current Public Boards | ||||||||||||||||||
| Name | Principal Occupation | Independent | ARC | CC | FC | NCGC | ||||||||||||||
 | Lloyd A. Carney | 2015 | Founder and Chief Acquisition Officer, Carney Technology Acquisition Corp II | ✓ |
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Kermit R. Crawford |
2022 |
Director |
✓ |
(1) |
(1) |
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 | Francisco Javier Fernández-Carbajal | 2007 | Director General, Servicios Administrativos Contry SA de CV | ✓ | ● | ● |
| 3 | ||||||||||||
 | Alfred F. Kelly, Jr. | 2014 | Chairman and CEO, Visa |
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 | Ramon Laguarta | 2019 | Chairman and CEO, PepsiCo, Inc. |
✓ | ● |
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| ● | 1 | |||||||||||
 | Teri L. List | 2022 | Director |
✓ | ● | ● |
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| 3 | |||||||||||
 | John F. Lundgren |
2017 |
Lead Independent Director, Visa | ✓ |
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 | Denise M. Morrison | 2018 | Founder, Denise Morrison & Associates, LLC | ✓ | ● |  |
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 | Linda J. Rendle | 2020 | CEO, The Clorox Company | ✓ | ● | ● | 1 | |||||||||||||
| Maynard G. Webb, Jr. | 2014 | Founder, Webb Investment Network | ✓ |
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ARC = Audit and Risk Committee CC = Compensation Committee FC = Finance Committee NCGC = Nominating and Corporate Governance Committee |
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(1) | Kermit R. Crawford will join the ARC and NCGC effective January 1, 2023. |
Our Compensation Philosophy, Principles, and Key Elements
The compensation program for our named executive officers (NEOs) helps us attract and retain key talent and promote performance that enhances stockholder value and drives long-term strategic outcomes, including the Company’s broader ESG efforts.
There are three primary principles that guide our compensation program design and administration: (1) pay for performance; (2) promote alignment with stakeholders’ interests; and (3) attract, motivate, and retain key talent.
We tie a substantial portion of our NEOs’ target annual compensation to the achievement of pre-established financial and non-financial objectives that support our business strategy, with a mix that balances short- and long-term performance goals. Further, our annual incentive plan incorporates ESG metrics that are tied to the Company’s strategic objectives. Our long-term equity awards align the interests of our NEOs with our stakeholders’ interests and link a substantial portion of compensation to the achievement of earnings per share (EPS) results that drive stockholder value and relative total shareholder return (TSR).
For fiscal year 2022, 94% of the target total direct compensation for our Chairman and Chief Executive Officer was variable and at risk, and an average of 92% was variable and at risk for our other NEOs.
Compensation |
| Link to Strategy |
| Strategy & | ||||
Annual Incentive Plan | ● Based on a scorecard that incorporates metrics in four categories, each of which is aligned with our corporate strategy: Financial; Client; Foundational; and Operational Excellence, Talent, & ESG ● Year-end performance is evaluated against pre-established performance goals in the scorecard ● Final payout is based on the Compensation Committee’s analysis of the Company’s performance against all scorecard metrics and individual performance | Aligns NEOs’ interests with stakeholders’ interests by: ● rewarding performance for achievement of strategic goals, which are designed to position the Company competitively ● promoting strong financial results and stockholder value | ||||||
Long-Term Equity Awards | ● Substantial portion of compensation is linked to achievement of long-term corporate performance using equity incentives, including performance shares based on EPS and relative TSR results over three years ● Individual performance, which is tied to our strategic objectives, is considered in setting the value of our NEOs’ long-term equity grants ● The number of performance shares that ultimately vests at the end of the three-year performance period is formulaic and based on pre-established performance conditions | Further aligns NEOs’ interests with stakeholders’ interests by: ● taking company and individual performance into account in determining equity grant values ● linking a substantial portion of long-term compensation to the achievement of EPS results that drive stockholder value and relative TSR | ||||||
Principles of our Compensation Program | ||
Pay for Performance | The key principle of our compensation philosophy is pay for performance. We favor variable “at risk” pay opportunities over fixed pay, with a significant portion of our NEOs’ total compensation determined based on performance against annual and long-term goals and stockholder return. | |
Promote Alignment with Stakeholders’ Interests | We reward performance that meets or exceeds the goals that the Compensation Committee establishes with the objective of increasing stockholder value over time, aligning with other stakeholders’ interests, and driving long-term strategic outcomes, including the Company’s broader ESG efforts. | |
Attract, Motivate, and Retain Key Talent | We design our compensation program to attract, motivate, and retain key talent. | |
Key Elements of our Fiscal Year 2022 Compensation Program
EXECUTIVE COMPENSATION PROGRAM HIGHLIGHTS
| WHAT WE DO: | ||
| Pay for performance | |
| Annual say-on-pay vote | |
| Recoupment policies | |
| Short-term and long-term incentives/measures | |
| Capped incentive awards | |
| Independent compensation consultant | |
| Stock ownership guidelines | |
| Limited perquisites | |
| Proactive, ongoing engagement with stockholders | |
| Pay linked to ESG factors | |
| WHAT WE DO NOT DO: | ||
| Gross-up excise taxes | |
| Reprice stock options | |
| Provide fixed-term employment agreements | |
| Provide for single-trigger severance arrangements | |
| Allow hedging and pledging of Visa securities | |
FISCAL YEAR 2022 COMPANY HIGHLIGHTS
During the fiscal year ended September 30, 2022, Visa delivered strong financial results, with net revenues, net income, and EPS all up more than 20% year-over-year.
| NET REVENUES | GAAP NET INCOME | NON-GAAP NET INCOME(1) | ||
| $29.3B | $15.0B | $16.0B | ||
| up 22% from prior year | up 21% from prior year | up 24% from prior year |
| DIVIDENDS & | ||||
| GAAP EPS | NON-GAAP EPS(1) | SHARE BUYBACKS | ||
| $7.00 | $7.50 | $14.8B | ||
| up 24% from prior year | up 27% from prior year | up 29% from prior year |
| (1) | For further information regarding non-GAAP adjustments, including a reconciliation of our GAAP to non-GAAP financial results, please see Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations – Overview in our 2022 Annual Report on Form 10-K as filed with the Securities and Exchange Commission on November 16, 2022. |
BOARD’S ROLE IN LONG-TERM STRATEGIC PLANNING
The Board takes an active role with management to formulate and review Visa’s long-term corporate strategy. Each quarter, the Board and management confer on the execution of our long-term strategic plans, and the status of key initiatives, opportunities, and risks facing Visa. In addition, the Board regularly conducts in-depth long-term strategic reviews with our senior management team. During these reviews, the Board and management discuss the payments landscape, emerging technological and competitive threats, and short- and long-term plans and priorities within our strategy.
Additionally, the Board annually discusses and approves the budget and capital requests, which are firmly linked to Visa’s long-term strategic plans and priorities. Through these processes, the Board brings its collective, independent judgment to bear on the most critical long-term strategic issues facing Visa. For more information on our long-term strategy and the progress we made against our strategic goals in fiscal year 2022, please see our 2022 Annual Report, including the letter from our Chairman and Chief Executive Officer, Alfred F. Kelly, Jr., to our stockholders.
TALENT AND HUMAN CAPITAL MANAGEMENT
Attracting, developing, and advancing the best people globally is crucial to all aspects of Visa’s activities and long-term success, and is central to our long-term strategy. Best-in-class, diverse teams and an inclusive culture inspire leadership, encourage innovative thinking, and support the development and advancement of all employees.
These guiding principles have been more important than ever in light of the continuing challenges posed by events such as the COVID-19 pandemic and the impact of developments related to the war in Ukraine. At Visa, we are committed to the health and safety of our employees and their families. In fiscal year 2022, a large majority of our workforce continued to work remotely for the first half of the year, and we maintained strong safety protocols and procedures consistent with applicable requirements and guidelines for the employees who continued to work on site. To meet the evolving needs of our workforce, we deepened our commitment to employee wellbeing, through broad engagement with our leadership, targeted programs, and expanded benefits. We also executed a phased approach to reopening our offices, with employee health and wellbeing as a top priority. We are providing our employees with enhanced flexibility in how and where we work while maintaining collaboration and community. As we plan for the future of work, we expect to monitor and evolve our approach to continue to provide the right flexible balance for Visa.
At Visa, all employees are encouraged and empowered to be leaders through embracing the Visa Leadership Principles. These Leadership Principles are integrated into core talent processes, and employees are evaluated not only on their performance, but also how they embody the Leadership Principles:
We lead by | We excel with partners | We communicate openly | We act decisively | We enable and | We collaborate | |||||
Be accountable Treat others with Demonstrate a | Build strong Provide excellent Take a solutions- oriented approach | Promote a shared Communicate Value others’ | Challenge the Decide quickly Learn from our | Inspire success Remove barriers Value inclusivity and | Break down silos Engage with our Deliver as One Team | |||||
The tone and culture of Visa is set at the Board level. The full Board has oversight of human capital management and performs regular reviews, including annual reviews of succession planning for our Chief Executive Officer. Our Board committees have responsibility for specific areas of human capital management. The Nominating and Corporate Governance Committee is responsible for director succession and refreshment, as well as management succession and development planning. Our Compensation Committee is responsible for reviewing Visa’s programs and practices related to executive workforce inclusion and diversity as well as the administration of compensation programs in a non-discriminatory manner. Management is responsible for developing policies and processes that reflect and reinforce our desired corporate culture, including policies and processes related to strategy, risk management, and ethics and compliance.
Employee Development and Engagement
Visa understands that being an employer of choice requires best-in-class career and skills development along with innovative programs. This year, we introduced a career framework with philosophies and tools for employees to plan their growth and career at Visa. We also implemented new guidelines to drive increased internal mobility for employees. We support employees in their development through our award-winning Visa University. Our global learning platform, Learning Hub, houses more than 200,000 learning resources on a number of topics, including sales, technology, product, and leadership development training on our gamified platform. Visa’s annual Learning Festival includes courses taught and facilitated by Visa leaders and external speakers who bring real-world context and ideas for practical application that are aligned with our goals.
We recognize that building an inclusive and high-performing culture requires an engaged workforce, where employees are motivated to do their best work every day. Our engagement approach centers on communication and recognition. We communicate with our employees in a variety of ways, including biweekly video updates from our Chairman and Chief Executive Officer, company intranet, digital signage, email newsletters, live events in regional offices, and quarterly all-staff meetings. Our recognition programs include our Go Beyond platform, where managers and peers recognize employees who exemplify our leadership principles. In 2022, we created our new Employee Value Proposition, Powering Payments, Empowering People, which is closely linked to our purpose and will be used to attract, develop, and advance top-notch talent.
We assess employee engagement through a variety of channels, including employee pulse surveys, which provide feedback on a variety of topics, such as company direction and strategy, wellbeing, inclusion and diversity, individual growth and development, collaboration, and confidence and pride.
Employee Benefits
We believe our employees are critical to the success of our business, and we structure our total rewards and benefits package to attract and retain a talented and engaged workforce. We continue to evolve our programs to meet our employees’ needs, providing comprehensive wellbeing, financial, and quality of life coverage. Our programs vary by location, but may include the following:
Inclusion and Diversity
Visa believes in an inclusive and diverse workplace where everyone is accepted, everywhere. We are driven to create a culture in which individual differences, experiences, and capabilities are valued and contribute to our business success. By leveraging the diverse backgrounds and perspectives of our worldwide teams, we are able to achieve better solutions for our clients and create a connected workplace to attract and advance top talent. Visa’s approach to inclusion and diversity involves the following:
We are committed to doing our part to improve our inclusion and increase our diversity. Visa is driving important change through specific actions, including making progress toward our goals to increase the number of U.S. employees from underrepresented groups, continuing to support the Visa Black Scholars and Jobs Program, and hosting a “Global Inclusion Talks” series to promote internal education and conversation. We are also providing professional development and mentorship programs, equipping our employees with training and tools to be active allies, and enhancing our supplier diversity efforts.
Workforce Demographics
Visa tracks, measures, and evaluates our workforce representation and impact as part of our strategic business imperative to build a diverse and inclusive organization. We are committed to reporting our workforce demographics annually.
Notes:
Demographic data is based on Company records as of September 30, 2022.
Leadership: Defined as Vice President and above.
Others: Defined as American Indian/Alaska Native, Native Hawaiian/Other Pacific Islander, and two or more races. Ethnicity data does not include employees who choose not to disclose or who leave the field blank.
Members of our Board oversee our business through discussions with our Chief Executive Officer; President; Vice Chair, Chief Financial Officer; Vice Chair, Chief People and Administrative Officer, and Corporate Secretary; General Counsel; Chief Risk Officer; President, Technology; and other officers and employees, and by reviewing materials provided to them and participating in regular meetings of the Board and its committees.
The Board regularly monitors our corporate governance policies and profile to confirm we meet or exceed the requirements of applicable laws, regulations and rules, and the listing standards of the New York Stock Exchange (NYSE). We have instituted a variety of practices to foster and maintain responsible corporate governance, which are described in this section. To learn more about Visa’s corporate governance and to view our Corporate Governance Guidelines, Code of Business Conduct and Ethics, and the charters of each of the Board’s committees, please visit the Investor Relations page of our website at investor.visa.com under “Corporate Governance.” Our Environmental, Social & Governance Report is located on our website at visa.com/esg. You may request a printed copy of any of these documents free of charge by contacting our Corporate Secretary at Visa Inc., P.O. Box 193243, San Francisco, CA 94119 or corporatesecretary@visa.com.
Al Kelly currently serves as Chairman and Chief Executive Officer, and John Lundgren serves as Lead Independent Director. While the Company does not have a policy on whether the roles of Chairperson and Chief Executive Officer should be split, the Board believes that the combined role is in the best interests of the Company and its stockholders at this time, as this structure allows Mr. Kelly to effectively manage the business, execute on our strategic priorities, and lead the Board, while empowering Mr. Lundgren to provide independent Board leadership and oversight. The Board believes that Mr. Kelly’s inclusive leadership style and decades of payments expertise make him uniquely qualified to lead discussions of the Board; foster an important unity of leadership between the Board and management; and promote alignment of the Company’s strategy with its operational execution. Upon effecting the Chief Executive Officer transition on February 1, 2023, the Board has determined that Mr. Kelly will continue to serve as Executive Chairman. Mr. Lundgren has significant experience as a CEO, including in a combined role of CEO and Chair, so he is familiar with the combined board leadership structure and the importance of building strong relationships with the various constituencies.
To further promote independent leadership, the Board has developed a robust set of responsibilities for the Lead Independent Director role, including:
calling, setting the agenda for, and chairing periodic executive sessions and meetings of the independent directors;
chairing Board meetings in the absence of the Chairperson or when it is deemed appropriate arising from the Chairperson’s management role or non-independence;
providing feedback to the Chairperson and Chief Executive Officer on corporate and Board policies and strategies and acting as a liaison between the Board and the Chief Executive Officer;
facilitating communication among directors and between the Board and management;
in concert with the Chairperson and Chief Executive Officer, advising on the agenda, schedule, and materials for Board meetings and strategic planning sessions based on input from directors;
coordinating with the Chair of the Nominating and Corporate Governance Committee, leading the independent directors’ involvement in Chief Executive Officer succession planning, selection of committee chairs and committee membership, and the Board evaluation process;
coordinating with the Chair of the Compensation Committee and leading the independent directors’ evaluation of Chief Executive Officer performance and compensation;
communicating with stockholders as necessary; and
carrying out such other duties as are requested by the independent directors, the Board, or any of its committees from time to time.
The Board periodically reviews the Board’s leadership structure and its appropriateness given the needs of the Board and the Company at such time.
In addition to our Lead Independent Director, independent directors chair the Board’s four standing committees: the Audit and Risk Committee, chaired by Lloyd A. Carney; the Compensation Committee, chaired by Denise M. Morrison; the Finance Committee, chaired by Robert W. Matschullat; and the Nominating and Corporate Governance Committee, chaired by Maynard G. Webb, Jr. In their capacities as independent committee chairs, Messrs. Carney, Matschullat, and Webb and Ms. Morrison each have responsibilities that contribute to the Board’s oversight of management, as well as facilitating communication among the Board and management.
Board of Directors and Committee Evaluations
Our Board recognizes that a robust and constructive Board and committee evaluation process is an essential component of Board effectiveness. As such, our Board and each of its committees conduct an annual evaluation facilitated by an independent third party, which includes a qualitative assessment by each director of the performance of the Board and the committee or committees on which the director sits. The Board also conducts an annual peer review, which is designed to assess individual director performance. The Nominating and Corporate Governance Committee, in conjunction with the Lead Independent Director, oversees the evaluation process.
Review of Evaluation | Advanced | One-on-One | Evaluation Results | |||
| NCGC reviews evaluation process annually | Covers: • Board efficiency and effectiveness • Board and committee composition • Quality of board discussions • Quality of information and materials provided • Board processes • Board culture | One-on-one discussions between independent, third-party facilitator and each director to solicit their views on the Board’s effectiveness | • Preliminary evaluation results are discussed with the NCGC Chair, Board Chair, and Lead Independent Director • Final evaluation results and recommendations are discussed with the Board, committees, and individual directors | |||
 | Feedback Incorporated Over the past few years, the evaluation process has led to a broader scope of topics covered in the Board meetings, improvements in Board process, and changes to Board and committee composition and structure. This year’s evaluation identified areas for continued focus, including: • management, director, and committee succession planning; • enhancements to support board effectiveness; • risk management; and • Board composition in support of long-term strategy. | |
IndependenceIn addition to executive and management succession, the Nominating and Corporate Governance Committee regularly oversees and plans for director succession and refreshment of Directorsthe Board to cultivate a mix of skills, experience, tenure, and diversity that promote and support the Company’s long-term strategy. In doing so, the
Attendance at Board, Committee and Annual Stockholder Meetings
– Criteria for Nomination to the Board of Directors and Diversity. Individuals identified by the Nominating and Corporate Governance Committee as qualified to become directors are then recommended to the Board for nomination or election.
COMPENSATION OFNON-EMPLOYEE DIRECTORSIndependence of Directors
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This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting.
INFORMATION ABOUT OUR 2018 ANNUAL MEETING OF STOCKHOLDERS
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under “Corporate Governance.”
| In October 2022, with the assistance of legal counsel, our Board conducted its annual review of director independence and affirmatively determined that each of our non-employee directors (Lloyd A. Carney, Mary B. Cranston, Kermit R. Crawford, Francisco Javier Fernández-Carbajal, Ramon Laguarta, Teri L. List, John F. Lundgren, Robert W. Matschullat, Denise M. Morrison, Linda J. Rendle, and Maynard G. Webb, Jr.) is “independent” as that term is defined in the NYSE’s listing standards, our independence guidelines, and our Certificate of Incorporation. In addition, the Board previously determined that Suzanne Nora Johnson and John Swainson were “independent” while they served on the Board during fiscal year 2022.
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VOTING MATTERS
CORPORATE GOVERNANCE AND BOARD HIGHLIGHTS
We are committed to corporate governance practices that promote long-term value and strengthen board and management accountability to our stockholders, customers and other stakeholders. Information regarding our corporate governance framework begins on page 7, which includes the following highlights:
Snapshot of 2018 Director Nominees
Our director nominees exhibit an effective mix of diversity, experience and perspectiveaudit committees:
| Director | Committee | Other Current Public | ||||||||||||||||
| Name | Age | Since | Principal Occupation | Independent | ARC | CC | NGC | Boards | ||||||||||
Lloyd A. Carney |
55 |
2015 |
Director |
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– | ||||||||||||
Mary B. Cranston |
69 |
2007 |
Director |
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2 | ||||||||||||
Francisco Javier | 62 | 2007 | Director General, Servicios Administrativos Contry SA de CV |  |
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Gary A. Hoffman |
57 |
2016 |
CEO, Hastings Insurance Group |
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Alfred F. Kelly, Jr. | 59 | 2014 | CEO, Visa |
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John F. Lundgren |
66 |
2017 |
Director |
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Robert W. Matschullat | 70 | 2007 | Independent Chairman, Visa | | 2 | |||||||||||||
Suzanne Nora Johnson |
60 |
2007 |
Director |
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John A. C. Swainson | 63 | 2007 | Director | |
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Maynard G. Webb, Jr.
| 62 | 2014 | Founder, Webb Investment Network |
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ARC = Audit and Risk Committee CC = Compensation Committee NGC = Nominating & Corporate Governance Committee
= Member 
= Chair
EXECUTIVE COMPENSATION HIGHLIGHTS
Highlights of Our Compensation Programs
Director Category | Limit on publicly-traded board and committee service, including Visa | ||
All directors | 4 boards | ||
Directors who are executives of a publicly-traded company | 2 boards | ||
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Our Compensation Philosophy
We provide our named executive officers with short- and long-term compensation opportunities that encourage increasing performance to enhance stockholder value while avoiding excessive risk-taking.
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We maintain compensation plans that tie a substantial portion of our named executive officers’ overall target annual compensation to the achievement of our corporate performance goals. The Compensation Committee employs multiple performance measures and strives to award an appropriate mix of annual and long-term equity incentives to avoid overweighting short-term objectives.
Key Elements of our Compensation Programs CEO Other NEOs Compensation Mix Annual Cash Incentive Long Term Equity Incentive Salary 8% Target Annual Incentive 20% Target Long-term Incentive 72% 92% at risk Salary 11% Target Annual Incentive 20% Target Long-term Incentive 69% 89% at risk Individual Performance 20% Corporate Performance 80% (Net Income Growth and Net Revenue Growth) Individual Performance 30% Corporate Performance 70% (Net Income Growth and Net Revenue Growth) Performance Shares 50% Restricted Stock Units 25% Stock Options 25%
COMPANY PERFORMANCE HIGHLIGHTS
During the fiscal year ended September 30, 2017, Visa delivered strong financial results following our acquisition of Visa Europe and continued growth in our core operations. Net operating revenue increased 22% to $18.4 billion. GAAP net income increased 12% to $6.7 billion, while adjusted net income increased 21% to $8.3 billion.(1) Payments volume increased 41% to $7.3 trillion, while processed transactions grew 34% to 111 billion. Our class A common stock price increased 27%, and we returned $8.5 billion to stockholders in the form of share repurchases and dividends.
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BOARD’S ROLE IN LONG-TERM STRATEGIC PLANNING
The Board takes an active role with management to formulate and review Visa’s long-term corporate strategy. In 2017, under the leadership of our new CEO, Alfred F. Kelly, Jr., Visa made several changes to the existing strategic framework. The strategic pillars were reframed as ‘foundational pillars’ – fundamental to maintaining Visa’s operational excellence and reputation as a trusted leader in the industry – and ‘growth pillars’ – critical for driving long-term sustained growth in a rapidly evolving landscape. A new strategic pillar, Leverage World-Class Brand, was added to highlight the importance of maximizing Visa’s brand to drive measurable outcomes for Visa and our partners. Our commitment to develop the best talent was placed at the center of the strategic framework, to reinforce how attracting, developing and retaining the best people globally is crucial to all aspects of Visa’s activities and long-term success.
The Board and management routinely confer on our Company’s execution of its long-term strategic plans, the status of key strategic initiatives and the key strategic opportunities and risks facing Visa. In addition, the Board periodically devotes meetings to conduct anin-depth long-term strategic review with our Company’s senior management team. During these reviews, the Board and management discuss the payments landscape, emerging technological and competitive threats, and short and long-term plans and priorities within each strategic pillar.
Additionally, the Board annually discusses and approves the Company’s budget and capital requests, which are firmly linked to Visa’s long-term strategic plans and priorities. Through these processes, the Board brings its collective, independent judgment to bear on the most critical long-term strategic issues facing Visa. For more information on our long-term strategy and the progress we made against our strategic goals in fiscal 2017, please see our 2017 Annual Report, including the letter from our CEO, Alfred F. Kelly, Jr., to our stockholders.
Strategic Framework
Our Board oversees the business of the Company to serve the long-term interests of our stockholders. Members of our Board oversee our business through discussions with our Chief Executive Officer, President, Chief Financial Officer, General Counsel, Vice Chairman and Chief Risk Officer and other officers and employees, and by reviewing materials provided to them and participating in regular meetings of the Board and its committees.
The Board regularly monitors our corporate governance policies and profile to ensure we meet or exceed the requirements of applicable laws, regulations and rules, and the listing standards of the New York Stock Exchange (NYSE). We have instituted a variety of practices to foster and maintain responsible corporate governance, which are described in this section. To learn more about Visa’s corporate governance and to view our Corporate Governance Guidelines, Code of Business Conduct and Ethics, Code of Ethics for Senior Financial Officers, and the charters of each of the Board’s committees, please visit the Investor Relations page of our website athttp://investor.visa.com under “Corporate Governance.” Copies of these documents also are available in print free of charge by writing to our Corporate Secretary at Visa Inc., P.O. Box 193243, San Francisco, CA 94119.
In October 2016, the Board appointed Alfred F. Kelly, Jr. as Chief Executive Officer, effective December 1, 2016, replacing Charles W. Scharf, who resigned as Chief Executive Officer effective December 1, 2016. The Nominating and Corporate Governance Committee and the Board believe having the Chair and Chief Executive Officer in separate roles is the most appropriate leadership structure for the Company at this time, by allowing Mr. Kelly to focus on theday-to-day management of the business and on executing our strategic priorities, while allowing our independent Chair, Robert W. Matschullat, to focus on leading the Board, providing advice and counsel to Mr. Kelly and facilitating the Board’s independent oversight of management. The Nominating and Corporate Governance Committee will continue to periodically review the Board’s leadership structure and to exercise its discretion in recommending an appropriate and effective framework on acase-by-case basis, taking into consideration the needs of the Board and the Company at such time.
As our independent Chair, Mr. Matschullat’s duties and responsibilities include: presiding at meetings of the Board and calling, setting the agenda for and chairing periodic executive sessions of the independent directors; providing feedback to the Chief Executive Officer on corporate policies and strategies; acting as a liaison between the Board and the Chief Executive Officer; and facilitatingone-on-one communication between directors, committee chairs, the Chief Executive Officer and other senior managers to keep abreast of their perspectives.
In addition to our independent Chair, the Board has three standing committees: the Audit and Risk Committee, chaired by Mary B. Cranston; the Compensation Committee, chaired by Suzanne Nora Johnson; and the Nominating and Corporate Governance Committee, chaired by John A.C. Swainson. In their capacities as independent committee chairs, Ms. Cranston, Ms. Nora Johnson and Mr. Swainson each have responsibilities that contribute to the Board’s oversight of management, as well as facilitating communication among the Board and management.
Board of Directors and Committee Evaluations
Our Board and each of our committees conduct an annual evaluation, which includes a qualitative assessment by each director of the performance of the Board and the committee or committees on which the director sits. The Board also conducts an annual peer review, which is designed to assess individual director performance. The evaluations and peer review are conducted via oral interviews by an independent, third party legal advisor selected by the Board, using as the basis for discussion a list of questions that are provided to each director in advance. The results of the evaluation and any recommendations for improvement are discussed with the Nominating and Corporate Governance Committee and the Board. The Nominating and Corporate Governance Committee oversees the evaluation process.
Over the past few years, the evaluation process has led to a broader scope of topics covered in the board meetings and improvements in board process. These improvements include changes relating to the preparation and distribution of board materials, as well as adjustments to the timing and location of board and committee meetings. The process has also informed board and committee composition, which includes changes to the director candidate skills and qualifications criteria.
Director Succession Planning and Board Refreshment
In addition to executive and management succession, the Nominating and Corporate Governance Committee regularly oversees and plans for director succession and refreshment of the Board to ensure a mix of skills, experience, tenure, and diversity that promote and support the Company’s long-term strategy. In doing so, the Nominating and Corporate Governance Committee takes into consideration the overall needs, composition and size of the Board, as well as the criteria adopted by the Board regarding director candidate qualifications, which are described in the section entitledCorporate Governance – Nomination of Directors. Individuals identified by the Nominating and Corporate Governance Committee as qualified to become directors are then recommended to the Board for nomination or election.
The NYSE’s listing standards and our Corporate Governance Guidelines provide that a majority of our Board and every member of the Audit and Risk, Compensation and Nominating and Corporate Governance committees must be “independent.” Our Certificate of Incorporation further requires that at least fifty-eight percent (58%) of our Board be independent. Under the NYSE’s listing standards, our Corporate Governance Guidelines and our Certificate of Incorporation, no director will be considered to be independent unless our Board affirmatively determines that such director has no direct or indirect material relationship with Visa or our management. Our Board reviews the independence of its members annually and has adopted guidelines to assist it in making its independence determinations. For details, see our Corporate Governance Guidelines, which can be found on the Investor Relations page of our website athttp://investor.visa.com under “Corporate Governance.”
In October 2017, with the assistance of legal counsel, our Board conducted its annual review of director independence and affirmatively determined that each of ournon-employee directors (Lloyd A. Carney, Mary B. Cranston, Francisco Javier Fernández-Carbajal, Gary A. Hoffman, Suzanne Nora Johnson, John F. Lundgren, Robert W. Matschullat, John A. C. Swainson and Maynard G. Webb, Jr.) is “independent” as that term is defined in the NYSE’s listing standards, our independence guidelines and our Certificate of Incorporation. In addition, the Board previously determined that Cathy E. Minehan and David J. Pang were “independent” while they served on the Board during fiscal 2017.
In making the determination that the directors listed above are independent, the Board considered relevant transactions, relationships and arrangements, including those specified in the NYSE listing standards and our independence guidelines, and determined that these relationships were not material relationships that would impair the director’s independence. In this regard, the Board considered that certain directors serve as directors of other companies with which the Company engages inordinary-course-of-business transactions, and that, in accordance with our director independence guidelines, none of these relationships constitute material relationships that would impair the independence of these individuals. Discretionary contributions to certain charitable organizations with which some of our directors are affiliated also were considered, and the Board determined that the amounts contributed to each of these charitable organizations in the past fiscal year were less than $120,000 and that these contributions otherwise created no material relationships that would impair the independence of those individuals.
In addition, each member of the Audit and Risk Committee and the Compensation Committee meets the additional, heightened independence criteria applicable to such committee members under the applicable NYSE rules.
Executive Sessions of the Board of Directors
Thenon-employee, independent members of our Board and all committees of the Board generally meet in executive session without management present during their regularly scheduledin-person board and committee meetings, and on anas-needed basis during telephonic and special meetings. Robert W. Matschullat, our independent Chair, presides over executive sessions of the Board and the committee chairs, each of whom is independent, preside over executive sessions of the committees.
Limitation on Other Board and Audit Committee Service
Our Corporate Governance Guidelines establish the following limits on our directors serving on outside publicly-traded company boards and audit committees:
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Directors who serve on our Audit and Risk Committee | 3 audit committees |
The Nominating and Corporate Governance Committee may grant exceptions to the limits on a case-by-case basis after taking into consideration the facts and circumstances of the request. Our Corporate Governance Guidelines provide that prior to accepting an invitation to serve on the board or audit committee of another publicly-traded company, a director should advise our Corporate Secretary of the invitation. The Corporate Secretary will review the matter with the Lead Independent Director or the Chair of the Board, the Chair of the Nominating and Corporate Governance Committee, and the Chief Executive Officer, so that the Board, through the Nominating and Corporate Governance Committee, has the opportunity to review the director’s ability to continue to fulfill his or her responsibilities as a member of the Company’s Board or Audit and Risk Committee. When reviewing such a request, the Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee may grant exceptions to the limits on acase-by-case basis after taking into consideration the facts and circumstances of the request. The Guidelines provide that prior to accepting an invitation to serve on the board or audit committee of another publicly-traded company, a director should advise the Chair may consider a number of factors, including the director’s other time commitments, record of attendance at Board and the Nominating and Corporate Governance Committee of the invitation so that the Board, through the Nominating and Corporate Governance Committee, has the opportunity to review the director’s ability to continue to fulfill his or her responsibilities as a member of the Company’s Board or Audit and Risk Committee. When reviewing such a request, the Nominating and Corporate Governance Committee may consider a number of factors, including the director’s other time commitments, record of attendance at board and committee meetings, potential conflicts of interest and other legal considerations, and the impact of the proposed directorship or audit committee service on the director’s availability.
Mr. Carney serves as chief acquisition officer of Carney Technology Acquisition Corp. II (CTAC), a special purpose acquisition company (SPAC). Mr. Carney reports to the chief executive officer of CTAC and does not serve on the board of directors. Mr. Carney is not considered an executive of a publicly-traded company for purposes of the Board’s policy limiting service on other public company boards, given that service as an officer of a SPAC does not have the same demands as being an executive officer of a typical publicly-traded company.
Ms. List serves on three public company audit committees in addition to being a member of our Audit and Risk Committee. The Nominating and Corporate Governance Committee and the Board considered Ms. List’s service on four public company audit committees, including her professional qualifications, former experience as a public company chief financial officer, and the nature of and time involved in her service on other boards. Following such review, the Board determined that such simultaneous service would not impair the ability of Ms. List to effectively serve on the Company’s Audit and Risk Committee and waived the limit for service on the Audit and Risk Committee for Ms. List.
Management Development and Succession Planning
Our Board believes that one of its primary responsibilities is to oversee the development and retention of executive talent and to ensure that an appropriate succession plan is in place for our Chief Executive Officer and other members of management. Each quarter, the Nominating and Corporate Governance Committee meets with our Executive Vice President, Human Resources and other executives to discuss management succession and development planning and to address potential vacancies in senior leadership. The Nominating and Corporate Governance Committee also annually reviews with the Board succession planning for our Chief Executive Officer.
The Board of Directors’ Role in Risk Oversight
Our Board recognizes the importance of effective risk oversight in running a successful business and in fulfilling its fiduciary responsibilities to Visa and its stockholders. While the Chief Executive Officer, Vice Chairman and Chief Risk Officer and other members of our senior leadership team are responsible for theday-to-day management of risk, our Board is responsible for promoting an appropriate culture of risk management within the Company and for setting the right “tone at the top,” overseeing our aggregate risk profile and monitoring how the Company addresses specific risks, such as strategic and competitive risks, financial risks, brand and reputation risks, cybersecurity and technology risks, legal and compliance risks, regulatory risks and operational risks.
Board of Directors
In addition, each of the Committees meet in executive session with management to discuss our risk profile and risk exposures. For example, the Audit and Risk Committee meets regularly with our Chief Financial Officer, General Counsel, Vice Chairman and Chief Risk Officer, Chief Auditor, Chief Compliance Officer and other members of senior management to discuss our major risk exposures and other programs.
Stockholder Engagement on Corporate Governance, Corporate Responsibility and Executive Compensation Matters
Our Board and management team greatly value the opinions and feedback of our stockholders, which is why we have proactive, ongoing engagement with our stockholders throughout the year focused on corporate governance, corporate responsibility and executive compensation, in addition to the ongoing dialogue among our stockholders and our Chief Executive Officer, Chief Financial Officer and Investor Relations team on Visa’s financial and strategic performance.management.
Our Board and
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several of our
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We contacted our Top 75
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We held videoconference meetings with 48 stockholders | Representing approximately 26% of our outstanding Class A common stock | |||
Prior to Annual Meeting • We reach out to our top 75 investors to discuss corporate governance, sustainability, human capital management, and executive compensation matters, and solicit feedback. • Our Board is provided with our stockholders’ feedback for consideration. • Board and management discuss feedback and whether action should be taken. • Disclosure enhancements are considered. • We review vote proposals and solicit support for Board recommendations on management and stockholder proposals. | | Annual Meeting of Stockholders • Our stockholders vote on election of directors, executive compensation, ratification of our auditors, and other management and stockholder proposals. |  | Post Annual Meeting
• Our Board and management review the vote results from our annual meeting. • Board and management discuss vote results and whether action should be taken. • We start preparing our agenda for our next year of engagement. | ||||
Feedback from this year’s investor meetings was positive overall with many investors expressing appreciation for the increased transparency in our disclosures on ESG matters. Topics covered during our discussions with investors included:
our environmental footprint, climate change, and sustainable commerce, including Visa’s climate goals;
human capital management, including workforce diversity, equity, and inclusion;
Board leadership;
Board composition, skills, tenure, and diversity;
Board risk oversight, including cybersecurity, data privacy, brand and reputation, and legal and regulatory; and
our executive compensation program and philosophy, and ESG metrics in the annual incentive plan.
A summary of the feedback we received was discussed and considered by the Board, and enhancements have been made to certain of our disclosures to improve transparency.
Communicating with the Board of Directors
Our Board has adopted a process by which stockholders or other interested persons may communicate with the Board or any of its members. Stockholders and other interested parties may send communications in writing to any or all directors (including the Chair or the non-employee directors as a group) electronically to board@visa.com or by mail c/o our Corporate Secretary, Visa Inc., P.O. Box 193243, San Francisco, CA 94119. Communications that meet the procedural and substantive requirements of the process approved by the Board will be delivered to the specified member of the Board, non-employee directors as a group, or all members of the Board, as applicable, on a periodic basis, which generally will be in advance of or at each regularly scheduled meeting of the Board. Communications of a more urgent nature will be referred to the Corporate Secretary, who will determine whether it should be delivered more promptly. Additional information regarding the procedural and substantive requirements for communicating with our Board may be found on our website at investor.visa.com, under “Corporate Governance – Contact the Board.”
All communications involving accounting, internal accounting controls, and auditing matters, possible violations of, or non-compliance with, applicable legal and regulatory requirements or the Code of Business Conduct and Ethics, or retaliatory acts against anyone who makes such a complaint or assists in the investigation of such a complaint, may be made via email to businessconduct@visa.com; through our Confidential Compliance Hotline at (888) 289-9322 or our Confidential Online Compliance Hotline at visa.alertline.com; or by mail to Visa Inc., Business Conduct Office, P.O. Box 193243, San Francisco, CA 94119. All such communications will be handled in accordance with our Whistleblower Policy, a copy of which may be obtained by contacting our Corporate Secretary.
Attendance at Board, Committee, and Annual Stockholder Meetings
Our Board and management reviewits committees meet throughout the voting resultsyear on a set schedule, hold special meetings as needed, and act by written consent from our annual meeting.
•time to time. The Board met seven times during fiscal year 2022. Each director attended at least 94% or more of the aggregate of: (i) the total number of meetings of the Board held during the period in fiscal year 2022 for which he or she served as a director, and management discuss vote results and whether action should be taken.
• We start preparing our agenda for our next proxy season outreach.
Some of the topics discussed during this year’s stockholder engagement included board composition and refreshment, the board evaluation process, our executive compensation program and philosophy, and corporate responsibility. A summary of the feedback we received was provided to the Board for review and consideration, and enhancements have been made to our proxy statement disclosures to improve transparency in these areas. In addition, we held our 2017 Investor Day in June of this year, which provided an opportunity for our stockholders to hear directly from management on Visa’s long-term corporate strategy and ask questions of the management team.
Stockholders and other interested parties who wish to communicate with us on these or other matters may contact our Corporate Secretary electronically atcorporatesecretary@visa.com or by mail at Visa Inc., P.O. Box 193243, San Francisco, CA 94119.
Communicating with the Board of Directors
Our Board has adopted a process by which stockholders or other interested persons may communicate with the Board or any of its members. Stockholders and other interested parties may send communications in writing to any or all directors (including the Chair or thenon-employee directors as a group) electronically toboard@visa.com or by mail c/o our Corporate Secretary, Visa Inc., P.O. Box 193243, San Francisco, CA 94119. Communications that meet the procedural and substantive requirements of the process approved by the Board will be delivered to the specified member of the Board,non-employee directors as a group or all members of the Board, as applicable, on a periodic basis, which generally will be in advance of or at each regularly scheduled meeting of the Board. Communications of a more urgent nature will be referred to the General Counsel, who will determine whether it should be delivered more promptly. Additional information regarding the procedural and substantive requirements for communicating with our Board may be found on our website athttp://investor.visa.com, under “Corporate Governance – Contact the Board.”
All communications involving accounting, internal accounting controls, and auditing matters, possible violations of, ornon-compliance with, applicable legal and regulatory requirements or the Codes, or retaliatory acts against
anyone who makes such a complaint or assists in the investigation of such a complaint, may be made via email tobusinessconduct@visa.com, through our Confidential Compliance Hotline at(888) 289-9322 within the United States or the AT&T International Toll-Free Dial codes available online athttp://www.usa.att.com/traveler/access numbers/index.jsp outside of the United States, through our Confidential Online Compliance Hotline athttps://visa.alertline.com, or by mail to Visa Inc., Business Conduct Office, P.O. Box 193243, San Francisco, CA 94119. All such communications will be handled in accordance with our Whistleblower Policy, a copy of which may be obtained by contacting our Corporate Secretary.
Attendance at Board, Committee and Annual Stockholder Meetings
Our Board and its committees meet throughout the year on a set schedule, hold special meetings as needed, and act by written consent from time to time. The Board met 10 times during fiscal year 2017. Each director attended at least 75% or more of the aggregate of: (i) the total number of meetings of the Board held during the period in fiscal year 2017 for which he or she served as a director, and (ii) the total number of meetings held by all committees of the Board on which such director served as a member during the period in fiscal year 2017.(ii) the total number of meetings held by all committees of the Board on which such director served as a member during the period in fiscal year 2022. The total number of meetings held by each committee is listed below, under the headingCommittees of the Board of Directors. It is our policy that all members of the Board should endeavor to attend the annual meeting of stockholders. All nineten of our then-directorsthen directors attended the 20172022 Annual Meeting of Stockholders. Ms. List and Mr. LundgrenCrawford joined the Board in April 20172022 and October 2022, respectively and, therefore, did not attend the 20172022 Annual Meeting.
Our Board has adopted a Code of Business Conduct and Ethics, which applies to all directors, officers, employees, and contingent staff of the Company. Additionally, the Board has adoptedThis Code includes a supplemental Code of Ethics for SeniorCertain Executives and Financial Officers, which applies to our Chief Executive Officer, Chief Financial Officer, Controller, Chief People and Administrative Officer, General Counsel, and other senior financial officers, whom we refer to collectively as senior officers. These Codes require the senior officers to engage in honest and ethical conduct in performing their duties, provide guidelines for the ethical handling of actual or apparent conflicts of interest between personal and professional relationships, and provide mechanisms to report unethical conduct. Our senior officers are held accountable for their adherence to the Codes. If we amend or grant any waiver from a provision of our Codes for officers or directors, we will publicly disclose such amendment or waiver in accordance with and if required by applicable law, including by posting such amendment or waiver on our website athttp://investor.visa.com or by filing a current report on Form8-K with the Securities and Exchange Commission (SEC). within four business days.
Political Engagement and Disclosure
Public sector decisions significantly affect our business and industry, as well as the communities in which we operate. For this reason, we participate in the political process through regular and constructive engagement with government
officials and policy-makers, by encouraging the civic involvement of our employees, and by contributing to candidates and political organizations where permitted by applicable law. We are committed to conducting these activities in a transparent manner that reflects responsible corporate citizenship and best serves the interests of our shareholders,stockholders, employees, and other stakeholders. Additional information regarding our political activities and oversight may be found athttps://usa.visa.com/about-visa/esg/operating-responsibly.html.
Visa has a Political Participation, Lobbying and Contributions Policy (PPLC Policy) that prohibits our directors, officers, and employees from using Company resources to promote their personal political views, causes, or candidates, and specifies that the Company will not directly or indirectly reimburse any personal political contributions or expenses. Directors, officers, and employees also may not lobby government officials on the Company’s behalf absent thepre-approval of the Company’s Global Government RelationsEngagement department. As such, our lobbying and political spending seek to promote the interests of the Company and its stockholders, and not the personal political preferences of our directors or executives.
Under the PPLC Policy, the Nominating and Corporate Governance Committee mustpre-approve the use of corporate funds for political contributions, including contributions made to trade associations to support targeted political campaigns and contributions to organizations registered under Section 527 of the U.S. Internal Revenue Code to support political activities. The PPLC Policy further requires the Company to make reasonable efforts to obtain from U.S. trade associations whose annual membership dues exceed $25,000 the portion of such dues that are used for political contributions. This information must then be included in the annual contributions reportsemiannual contribution reports that isare posted on our website.
We endeavor to maintain a healthy and transparent relationship with governments around the world by communicating our views and concerns to elected officials and policy-makers. As an industry leader, we encounter challenges and opportunities on a wide range of policy matters. These issues may include regulations and policies on interchange fees, cyber security,cybersecurity, data security, privacy, intellectual property, surcharging, payroll and prepaid cards, mobile payments, tax, international trade and market access, and financial inclusion, among others.
The Nominating and Corporate Governance Committee annually reviews our political contributions and lobbying expenditures on a semiannual basis, which includes information regarding memberships in, or payments to,tax-exempt organizations that write and endorse model legislation. Additional information on our political contributions and lobbying expenditures can be found on our website, including our annual contributions reportsemiannual contribution reports and links to our quarterly U.S. federal lobbying activities and expenditures reports.
In 2017,2022, the Center for Political Accountability assessed our disclosures for its annual Center for Political Accountability CPA-Zicklin Index of Corporate Political Disclosure and Accountability, known as theCPA-Zicklin Index. TheCPA-Zicklin Index measures the transparency, policies and practices of the S&P 500 with respect to political disclosures.designated Visa was designated a “trendsetter”“Trendsetter” (the highest designation in theCPA-Zicklin Index) with a perfect score of 94.3 out of 100.
Corporate ResponsibilityEnvironmental, Social, and SustainabilityGovernance
The Nominating and Corporate Governance Committee of our Board oversees Visa’s corporate responsibility initiatives. We believe that as a trusted brand in payments, Visa has a tremendousan opportunity and responsibility to use our businesscontribute to connect the world – enabling economic growtha more inclusive, equitable, and strengthening economies while also helping improve lives and create a bettersustainable world. WeAs we work toward this goal, we are committed to managing the risks and opportunities that arise from environmental, socialESG issues, providing transparency of our ESG performance, and governance (ESG) issues.enabling strong executive and Board oversight of our overall ESG strategy. In fiscal year 2022, the Board, in full and in individual committees, discussed a range of ESG topics, including but not limited to human capital management, inclusion and diversity, climate strategy, political engagement and contributions, technology, cybersecurity, and data privacy.
As detailed below, Integrated Approach
Visa takesstrives to be an industry leader in addressing ESG issues and overall management. To do so, we continue to take an integrated approach to managingour ESG performance and transparency.
Materiality-based Strategy: In line with international ESG guidelines and corporate best practices, Visa conducts a biennial ESG materiality assessment, which enables us to monitor and reassess our approach to managing priority topics. Visa ’s overall approach to ESG focuses on identifying relevant and significant topics that align Visa’s long-term business strategy and success with the importance of those topics to our stakeholders, including employees, clients, investors, ESG ratings agencies, governments, civil society organizations, communities, and others.
| • | Governance: At the Board level, the Nominating and Corporate Governance Committee has formal responsibility to oversee and review our management of ESG matters, overall ESG strategy, stakeholder engagement, formal reporting, and policies and programs in specific areas, including environmental sustainability, climate change, human rights, political activities and expenditures, social impact, and philanthropy. These responsibilities are incorporated into the charter for the Nominating and Corporate Governance Committee, which is available on the Investor Relations page of our website at investor.visa.com under “Corporate Governance – Committee Composition.” |
Engagement: Understanding the views of Visa stakeholders supports our work across our business and ESG strategic priorities. We regularly engage with our stakeholders to help inform our ESG strategy, priorities, and actions.
Reporting: Visa is committed to providing transparency regarding our ESG approach and performance through various channels and platforms of ESG reporting. We publish our ESG Report annually, which consists of governance, engagementis aligned with leading reporting frameworks, such as those from the Global Reporting Initiative (GRI), the Sustainability Accounting Standards Board (SASB), relevant World Economic Forum (WEF) Stakeholder Capitalism Metrics, and others. In addition, we participate in:
Additional reporting initiatives such as CDP and the Workforce Disclosure Initiative (WDI);
Engagements with ESG ratings firms;
ESG-focused rankings and lists; and
Ongoing dialogue with stakeholders on our initiatives.ESG performance.
Key Focus Areas of ESG Strategy and Recent Progress
Our ESG strategy focuses on priority issues in five areas, each of which is informed by our materiality assessment and stakeholder engagement.
Empowering People, Communities, and Economies • Digital Equity • Financial Access • Small and Micro Businesses • Empowering Women • Local Communities |
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Helped digitally enable over 40 million small and micro businesses (SMBs) as of September 2022, as we work toward our goal to digitally enable 50 million SMBs worldwide
✓ Shared global insights through the Visa Economic Empowerment Institute on digital equity, SMB digitization, and ✓ Supported more than work
inclusive small businesses globally | ||||||
Investing in our Workforce • Inclusion and Diversity • Learning and Development • Employee Engagement • Benefits and Wellbeing • Employee Safety |
| ✓ Made progress towards our goal to increase representation of employees from underrepresented groups in our U.S. leadership and broader workforce
✓ Welcomed the inaugural cohort of Visa Black Scholars to our first Visa Black Scholars Summit ✓ Held the fourth annual Visa Learning Festival with more than 50 virtual sessions and in-person events, with nearly 30% of employees registered to participate ✓ Launched the Visa Career Development Framework with digital tools to drive employee growth, mobility, and engagement ✓ Announced New Child Bonding Leave, which sets a global minimum of 14 weeks paid leave for all parents | ||||||
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• Payments Security • Cybersecurity • Consumer Privacy • Responsible Data Use • Transaction Integrity |
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✓ Deployed artificial intelligence-enabled capabilities and always-on experts to proactively detect and prevent billions of dollars of attempted fraud ✓ Promoted the adoption of scalable technologies, such as network tokenization and 3DS, that enhanced transaction security globally ✓ Achieved the highest rating in our sector from Gartner Consulting during our 2022 cybersecurity program review ✓ Enhanced the Visa Global Privacy Program to anticipate increased and evolving privacy regulations and consumer expectations ✓ Decreased enumeration attack volumes with new analytical capabilities, enhanced tools, and the launch of a targeted compliance program | ||||||
• Visa • Sustainable Commerce |  |
Informed by a formal process to understand the ESG issues that are at the intersection of importance to our stakeholders as well as our long-term success, our approach focuses on topics in five areas:
In 2017, Visa was recognized for our corporate responsibility progress, including through the following:
✓ Reduced Scopes 1 and 2 greenhouse gas emissions by 93% since fiscal year 2018, driven largely by switch to ✓ Received third party validation of Visa’s 2030 science-based targets as an interim goal toward our 2040 net-zero target and ✓ Completed the second year of Visa’s Green Bond use of proceeds, now totaling $243.3 million in eligible spend across areas such as green buildings, energy efficiency, and renewable energy ✓ Entered into our first commercial airline program for ✓ Advanced Visa’s sustainability solutions (e.g., Ecolytiq and Visa Eco Benefits) ✓ Formed new sustainable commerce partnerships with Ellen MacArthur Foundation, JustCharge, and others |
Operating Responsibly • Corporate Governance • Ethics and Compliance • Engaging with Governments • Human Rights • Responsible Sourcing • Tax Compliance and Governance |
| ✓ Overall diversity of Board nominees is 70%, with women comprising 30% of the nominees, and 40% of the nominees are racially or ethnically diverse ✓ Held Ethics in Action Week, celebrating the integral role of ethics in Visa’s culture ✓ Named to the Ethisphere ✓ Received a 100% rating from the CPA–Zicklin Index for our disclosures related to corporate political contributions and recognized as a “Trendsetter” for the seventh consecutive year ✓ Continued our engagement with sports bodies, civil society organizations, and the Centre for Sport & Human Rights to promote respect of human rights in |
Third-Party Recognition of our ESG Leadership
We continued to receive recognition of our ESG leadership by third-party organizations:
Dow Jones Sustainability North America Index (DJSI) – Included in DJSI North America for fifth consecutive year; included in S&P’s 2022 Sustainability Yearbook for second consecutive year
CDP Climate Change – A List
Bloomberg Gender Equality Index
MSCI – Maintained “A” rating
Sustainalytics – Low Risk – ESG Risk Rating
America’s 100 Most Just Companies
World’s Most Ethical Companies – Named for the tenth consecutive time in 2022
Best Places to Work for LGBTQ+ Equality 2022 – 100% on the Human Rights Campaign (HRC) Corporate Equality Index
We encourage you to read more about how we are working to build a connectedmore inclusive, equitable, and sustainable world and better future for everyone, everywhere in our2016 Corporate Responsibility Report.
Areas of Focus Informed by periodic materiality assessmentsat visa.com/esg and ongoing stakeholder engagement, our corporate responsibility strategy focuses on five priority areas, each with several topics of interest Transforming Commerce Innovation & Technology Payments Security Expanding Access Financial lnclusion Partnerships Solutions Investing in our people Employee Development2021 Environmental, Social and Governance Report. Our website and our 2021 Environmental, Social & Engagement Diversity & Inclusion Employee Benefits Operating Responsibly Corporate Governance Ethics & Compliance Engaging with Governments Consumer Privacy Environmental Sustainability Responsible Sourcing Strengthening Communities Financial Literacy Employee Involvement Community GivingReport are not part of or incorporated by reference into this proxy statement. Our ESG goals are aspirational and may change. Statements regarding our goals are not guarantees or promises that they will be met.
COMMITTEES OF THE BOARD OF DIRECTORS
The current standing committees of the Board are the Audit and Risk Committee, the Compensation Committee, the Finance Committee, and the Nominating and Corporate Governance Committee. Each of the standing committees operates pursuant to a written charter, which are available on the Investor Relations page of our website athttp://investor.visa.com under “Corporate Governance – Committee Composition.”
Audit and Risk Committee
Committee members: Lloyd A. Ramon Laguarta Teri L. List* Denise M. Morrison*
*Audit Committee Financial Expert
Number of meetings in fiscal year | “
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Key Activities in 20172022
Monitored the integrity of our financial statements, our compliance with legal and regulatory requirements, our internal controlcontrols over financial reporting, and the performance of our internal audit function and KPMG LLP, our independent registered public accounting firm;
Discussed the qualifications and independence of KPMG and recommended their re-appointment for fiscal year 2022;
Selected, approved the compensation of, and oversaw the work of KPMG;KPMG, including the scope of and plans for the audit for fiscal year 2023;
Reviewed and discussed with management the disclosures required to be included in our annual reportAnnual Report on Form10-K and our quarterly reports on Form10-Q, including the Company’s significant accounting policies and areas subject to significant judgment and estimates;
Discussed with KPMG their critical audit matters;
Approved fees for KPMG for fiscal year 2022 and all audit, audit-related, and non-audit fees and services consistent with our pre-approval policy;
On a quarterly basis, reviewed audit results and findings prepared by internal audit;Internal Audit;
Reviewed and recommended tothat the Board for approval amendments toapprove our Audit and Risk Committee charter, reviewed and recommended that the Board approve amendments to our Code of Business Conduct and Ethics, and our Code of Ethics for Senior Financial Officers;
Reviewed and discussed with management the Company’s financial risks, top risks, and other risk exposures and the steps taken to monitor and control those exposures, including our enterpriseRisk Management Framework and Enterprise Risk Management Framework and programs, ecosystems risks, credit settlement risk frameworkprograms, and programs;our acquired entities’ risk profiles;
Monitored the Company’s technology risks, including business continuityoperational resilience, privacy and data protection, and cybersecurity;
Reviewed and approved the FY2017our Third-Party Lifecycle Management Program, Related Person Transactions Policy, fiscal year 2022 Global Business ContinuityOperational Resilience Program plan, Risk Appetite Framework, the FY2017and fiscal year 2022 internal audit plan and the Internal Audit Charter;plan;
Reviewed and approved our Related Person Transactions Policy;
Reviewed the procedures for the receipt, retention, and treatment of complaints we receive under the Company’s Whistleblower Policy, including regarding accounting, internal accounting controls, or auditing matters and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters; andmatters.
Certain Relationships and Related Person Transactions
The Audit and Risk Committee has adopted a written Statement of Policy with Respectrespect to Related Person Transactions (Statement of Policy), governing any transaction, arrangement, or relationship between the Company and any related person where the aggregate amount involved will or may be expected to exceed $120,000 and any related person had, has, or will have a direct or indirect material interest. Under the Statement of Policy, the Audit and Risk Committee reviews related person transactions and may approve or ratify them only if it is determined that they are in, or not inconsistent with, the best interests of the Company and its stockholders. When reviewing a related person transaction, the Audit and Risk Committee may take into consideration all of the relevant facts and circumstances available to it, including: (i) the material terms and conditions of the transaction or transactions; (ii) the related person’s relationship to Visa; (iii) the related person’s interest in the transaction, including their position or relationship with, or ownership of, any entity that is a party to or has an interest in the transaction; (iv) the approximate dollar value of the transaction; (v) the availability from other sources of comparable products or services; and (vi) an assessment of whether the transaction is on terms that are comparable to the terms available to us from an unrelated third party.
In the event we become aware of a related person transaction that was not previously approved or ratified under the Statement of Policy, the Audit and Risk Committee will evaluate all options available, including ratification, revision, or termination of the related person transaction. The Statement of Policy is intended to augment and work in conjunction with our other policies that include code of conduct or conflict of interest provisions, including our Code of Business Conduct and Ethics and Code of Ethics for Senior Financial Officers.Ethics.
We engage in transactions, arrangements, and relationships with many other entities, including financial institutions and professional organizations, in the ordinary course of our business. Some of our directors, executive officers, greater than five percent stockholders, and their immediate family members, each a related person under the Statement of Policy, may be directors, officers, partners, employees, or stockholders of these entities. We carry out transactions with these entities on customary terms, and, in many instances, our directors and executive officers may not be aware of them. To our knowledge, since the beginning of fiscal year 2017,2022, no related person has had a material interest in any of our business transactions or relationships.
Report of the Audit and Risk Committee
The Committee, comprisedwhich is composed of independent directors, is responsible for monitoring and overseeing Visa’s financial reporting process on behalf of the Board. The functions of the Committee are described in greater detail in the Audit and Risk Committee Charter, adopted by the Board, which may be found on the Company’s website at www.visa.cominvestor.visa.com under “Corporate Governance – Committee Composition.” Visa’s management has the primary responsibility for establishing and maintaining adequate internal financial controls, for preparing the financial statements, and for the public reporting process. KPMG LLP, Visa’s independent registered public accounting firm, is responsible for expressing opinions on the conformity of the Company’s audited financial statements with accounting principles generally accepted in the United States of America and on the Company’s internal control over financial reporting.
In this context, the Committee has reviewed and discussed with management the Company’s audited consolidated financial statements for the fiscal year ended September 30, 2017.2022. In addition, the Committee has discussed with KPMG the matters required to be discussed by Auditing Standard No. 1301, as adopted bythe applicable requirements of the Public Company Accounting Oversight Board (PCAOB). and the Securities and Exchange Commission.
The Committee also has received the written disclosures and the letter from KPMG required by the applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with
the audit committee concerning independence, and the Committee has discussed the independence of KPMG with that firm. The Committee also has considered whether KPMG’s provision ofnon-audit services to the Company impairs the auditor’s independence, and concluded that KPMG is independent from the Committee, the Company, and the Company’s management.
Based on the Committee’s review and discussions noted above, the Committee recommended to the Board that the Company’s audited consolidated financial statements be included in the Company’s Annual Report on Form10-K for the fiscal year ended September 30, 2017,2022, for filing with the Securities and Exchange Commission.
Audit and Risk Committee of the Board of Directors
Mary B. Cranston (Chair)
Lloyd A. Carney
Gary A. Hoffman
John F. Lundgren
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Key Activities in 2017
Compensation Committee Interlocks and Insider Participation
During the last fiscal year, none of the members who served on the Compensation Committee (Suzanne Nora Johnson, Francisco Javier Fernández-Carbajal, Alfred F. Kelly, Jr., before his employment with Visa, David J. Pang, before leaving the Board during fiscal 2017, John A. C. Swainson, and Maynard G. Webb, Jr.) was or had ever been one of our officers or employees. In addition, during the last fiscal year, none of our executive officers served as a member of the board of directors or the compensation committee of any other entity that has one or more executive officers serving on our Board or Compensation Committee. Effective as of October 17, 2016, Alfred F. Kelly, Jr., who became our Chief Executive Officer Designate as of October 31, 2016 and our Chief Executive Officer on December 1, 2016, ceased to serve on the Compensation Committee when he was named as our Chief Executive Officer Designate. David J. Pang ceased to serve on the Compensation Committee effective as of January 31, 2017.
Risk Assessment of Compensation Programs
The Compensation Committee annually considers potential risks when reviewing and approving our compensation programs. We have designed our compensation programs, including our incentive compensation plans, with specific features to address potential risks while rewarding employees for achieving long-term financial and strategic objectives through prudent business judgment and appropriate risk taking. The following elements have been incorporated in our compensation programs for executive officers:
A Balanced Mix of Compensation Components – The target compensation mix for our executive officers is composed of salary, annual cash incentives and long-term equity incentives, representing a mix that is not overly weighted toward short-term cash incentives.
Multiple Performance Factors – Our incentive compensation plans use Company-wide metrics and individual performance goals, which encourage the achievement of objectives for the overall benefit of the Company. Annual cash incentive awards are dependent on multiple performance metrics including Net Income Growth and Net Revenue Growth, both as adjusted for unusual ornon-recurring items, as well as individual goals related to specific strategic or operational objectives.
Long-term Incentives – Our long-term incentives are equity-based and generally have a three-year vesting schedule to complement our annual cash-based incentives.
Capped Incentive Awards – Annual incentive awards and performance share awards are capped at 200% of target for executive officers.
Stock Ownership Guidelines – Our guidelines call for significant share ownership, which aligns the interests of our executive officers with the long-term interests of our stockholders.
Clawback Policy – Our Clawback Policy authorizes the Board to recoup past incentive compensation in the event of a material restatement of the Company’s financial results due to fraud, intentional misconduct or gross negligence of the executive officer.
Additionally, the Compensation Committee annually considers an assessment of compensation-related risks for all of our employees. Based on this assessment, the Compensation Committee concluded that our compensation programs do not create risks that are reasonably likely to have a material adverse effect on Visa. In making this determination, the Compensation Committee reviewed the key design elements of our compensation programs in relation to industry “best practices” as presented by Frederic W. Cook & Co. (FW Cook), the Compensation Committee’s independent compensation consultant, as well as the means of mitigating potential risks, such as through our internal controls and oversight by management and the Board. In addition, management completed an inventory of incentive programs below the executive level and reviewed the design of these incentives both internally and with FW Cook to conclude that such programs do not encourage excessive risk taking.
The Compensation Committee has:
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COMPENSATION COMMITTEE
Suzanne Nora Johnson (Chair)
Francisco Javier Fernández-Carbajal
John A. C. Swainson
Maynard G. Webb, Jr.
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Key Activities in 2017
Nomination Process and Stockholder Proposed Candidates
The Nominating and Corporate Governance Committee considers and recommends candidates to the Board in accordance with its charter, our Certificate of Incorporation and Bylaws, our Corporate Governance Guidelines and the criteria adopted by the Board regarding director candidate qualifications. Candidates may come to the attention of the Nominating and Corporate Governance Committee from current directors, members of management, a professional search firm or a stockholder.
Stockholders may propose a director candidate to be considered for nomination by the Nominating and Corporate Governance Committee by providing the information specified in our Corporate Governance Guidelines to our Corporate Secretary within the timeframe specified for stockholder nominations of directors in our Bylaws. For additional information regarding the process for proposing director candidates to the Nominating and Corporate
Governance Committee for consideration, please see our Corporate Governance Guidelines. Stockholders who wish to nominate a person for election as a director at an annual meeting of stockholders must follow the procedure described under the headingOther Information – Stockholder Nomination of Director Candidates and Other Stockholder Proposals for 2018 Annual Meeting on page 86 of this proxy statement. For additional information regarding this process, please see our Bylaws.
Criteria for Nomination to the Board of Directors and Diversity
The Nominating and Corporate Governance Committee applies the same standards in considering director candidates submitted by stockholders as it does in evaluating other candidates, including incumbent directors. The identification and selection of qualified directors is a complex and subjective process that requires consideration of many intangible factors, and will be significantly influenced by the particular needs of the Board from time to time. As a result, there is no specific set of minimum qualifications, qualities or skills that are necessary for a nominee to possess, other than those that are necessary to meet U.S. legal, regulatory and NYSE listing requirements and the provisions of our Certificate of Incorporation, Bylaws, Corporate Governance Guidelines and charters of the Board’s committees. However, the Nominating and Corporate Governance Committee and the Board have identified the ten skills and qualifications listed below as important criteria for membership on the Visa Board.
In addition to the above qualities, the Board, through the Nominating and Corporate Governance Committee, strives to have a board which reflects the diversity of our key constituencies around the world (clients, customers, employees, business partners and stockholders). While the Board does not have a formal policy on diversity, in assembling our Board, our objective is to have wide diversity in terms of business experiences, functional skills, gender, race, ethnicity, and cultural backgrounds.
COMPENSATION OFNON-EMPLOYEE DIRECTORS
We compensatenon-employee directors for their service on the Board with a combination of cash and equity awards, the amounts of which are commensurate with their role and involvement, and consistent with peer company practices. In setting director compensation, we consider the significant amount of time our directors expend in fulfilling their duties as well as the skill level required of members of our Board. We intend to compensate ournon-employee directors in a way that is competitive, attracts and retains a high caliber of directors, and aligns their interests with those of our stockholders. Neither Mr. Scharf, who was our Chief Executive Officer until December 1, 2016, nor Mr. Kelly who was our Chief Executive Officer for the remainder of fiscal year 2017, received additional compensation for their service as directors. However, Mr. Kelly received one quarterly installment in fiscal year 2017 prior to his becoming an employee for his service as anon-employee director. All amounts received by Mr. Kelly, whether in his capacity as a director or an executive officer, are set forth in the Summary Compensation Table.
The Compensation Committee, which is comprised solely of independent directors, has the primary responsibility for reviewing and considering any revisions to our director compensation program. The Compensation Committee undertook its annual review of the type and form of compensation paid to ournon-employee directors in connection with their service on the Board and its committees for fiscal year 2017. The Compensation Committee considered the results of an independent analysis completed by FW Cook. As part of this analysis, FW Cook reviewednon-employee director compensation trends and data from companies comprising the same executive compensation peer group used by the Compensation Committee in connection with its review of executive compensation. Pursuant to this compensation review process, and after considering FW Cook’s advice that the changes are consistent with our peer group, the Compensation Committee made the following changes to thenon-employee director compensation for fiscal year 2017: the annual equity grant value was increased to $185,000; the additional cash retainer for our independent Chair was increased to $185,000; and the additional cash retainer for the Chair of our Nominating and Corporate Governance Committee was increased to $20,000. In addition, effective for fiscal year 2018, the annual equity award vests immediately upon grant. There have been no other changes to ournon-employee director compensation program for fiscal year 2017.
Highlights of ourNon-Employee Directors Compensation Program
AMONG THE HIGHLIGHTS OF OUR PROGRAM ARE:
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Eachnon-employee director receives an annual cash retainer for his or her service on the Board, as well as additional cash retainers if he or she serves as the independent Chair, on a committee or as the chair of a committee. The following table lists the cash retainer amounts in effect during fiscal year 2017.
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U.S.-based directors may defer the payment of all or a portion of the cash retainer payments. All cash retainers are paid in quarterly installments throughout the year unless a director elected to defer the payment. Directors are also reimbursed for customary expenses incurred while attending meetings of the Board and its committees.
Eachnon-employee director also receives an annual equity grant. In fiscal year 2017, a grant with a grant date value of $185,000 was awarded to eachnon-employee director other than Gary Hoffman on November 19, 2016. In the November following the date of a director’s election or appointment to the Board, the director receives a prorated initial grant based on the partial year of board service. Accordingly, Gary Hoffman received a grant with a grant date value of $123,333 on November 19, 2016. Grants to allnon-employee directors were made in the form of restricted stock units, which vest on the first anniversary of the grant dates, but may be accelerated upon completion of service on the Board or in other limited circumstances. Effective for fiscal year 2018, the annual equity award vests immediately upon grant. Directors may elect to defer settlement of all or a portion of their equity grants.
The stock ownership guidelines for ournon-employee directors specify that each director should own shares of our common stock equal to five times the annual board membership retainer. Equity interests that count toward the satisfaction of the ownership guidelines include shares owned outright by the director, shares jointly owned and restricted stock units payable in shares. Directors have five years from the date they become a member of the Board to attain these ownership levels. Eachnon-employee director with at least five years of service on our Board currently meets or exceeds the ownership guidelines. We also have an insider trading policy which, among other things, prohibits directors from hedging the economic risk of their stock ownership or pledging their shares.
Charitable Matching Gift Program
Ournon-employee directors may participate in our Board Charitable Matching Gift Program. Under this program, Visa will match contributions to eligiblenon-profit organizations, up to a maximum of $15,000 per director per calendar year. Ournon-employee directors may also participate in our PAC Charitable Matching Program. Under this program, whennon-employee directors make a contribution to a Visa PAC, Visa will match their contribution to a qualifying charity or charities thenon-employee director selects, up to a maximum of $5,000 per director per calendar year.
Director Compensation Table for Fiscal Year 2017
The following tables provide information on the total compensation earned by each of ournon-employee directors who served during fiscal year 2017.
| Name* | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | ||||||||||||
Lloyd A. Carney
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| 125,000
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| 184,997
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| 5,000
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314,997
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Mary B. Cranston
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| 150,000
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| 184,997
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| 20,000
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| 354,997
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Francisco Javier Fernández-Carbajal
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| 125,000
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| 184,997
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| 15,000
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| 324,997
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Gary A. Hoffman
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| 125,000
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| 123,331
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| 233,613
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| 481,944
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John F. Lundgren(6)
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| 31,250
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| 31,250
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Robert W. Matschullat
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| 290,000
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| 184,997
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| 22,500
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| 497,497
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Cathy E. Minehan(7)
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| 62,500
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| 184,997
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| 247,497
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Suzanne Nora Johnson
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| 145,000
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| 184,997
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| 20,000
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| 349,997
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David J. Pang(7)
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| 62,500
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| 184,997
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| 247,497
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John A. C. Swainson
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| 140,000
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| 184,997
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| 10,000
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| 334,997
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Maynard G. Webb, Jr.
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| 130,000
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| 184,997
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| 20,000
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| 334,997
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The following table sets forth additional information with respect to the amounts reported in the “Fees Earned or Paid in Cash” column in the Director Compensation Table above for fiscal year 2017.
| Name | Board Retainer | Independent Retainer ($) | Audit and Risk ($) | Compensation ($) | Nominating and Corporate Member ($) | |||||||||||||
Lloyd A. Carney
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| 105,000
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| 20,000
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Mary B. Cranston
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| 105,000
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| 45,000
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Francisco Javier Fernández-Carbajal
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| 105,000
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| 20,000
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Gary A. Hoffman
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| 105,000
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| 20,000
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John F. Lundgren(1)
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| 26,250
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| 5,000
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Robert W. Matschullat
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| 105,000
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| 185,000
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Cathy E. Minehan(2)
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| 52,500
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| 10,000
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Suzanne Nora Johnson
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| 105,000
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| 30,000
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| 10,000
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David J. Pang(2)
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| 52,500
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| 5,000
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John A. C. Swainson
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| 105,000
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| 10,000
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| 25,000
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Maynard G. Webb, Jr.
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| 105,000
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| 10,000
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| 5,000
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Note: The above amounts may vary from the retainers listed under theDirector Compensation Table for Fiscal Year 2017 above due to changes in Committee memberships in the course of fiscal year 2017.
PROPOSAL 1 – ELECTION OF DIRECTORS
Our Board currently consists of ten directors, each of whom is nominated for election at our Annual Meeting, including nine independent directors and our Chief Executive Officer. Each director is elected to serve aone-year term, with all directors subject to annual election.
At the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated the following ten persons to serve as directors for the term beginning at the Annual Meeting on January 30, 2018: Lloyd A. Carney Mary B. Cranston, Francisco Javier Fernández-Carbajal, Gary A. Hoffman, Alfred F. Kelly, Jr., John F. Lundgren, Robert W. Matschullat, Suzanne Nora Johnson, John A.C. Swainson and Maynard G. Webb, Jr. Mr. Lundgren was recommended by a global search firm. He was nominated by the Nominating and Corporate Governance Committee after an extensive and careful search was conducted by this search firm, and numerous candidates were considered. The primary functions served by the search firm included identifying potential candidates who meet the key attributes, experience and skills described under “Criteria for Nomination to the Board of Directors and Diversity” above, as well as compiling information regarding each candidate’s attributes, experience, skills and independence and conveying the information to the Nominating and Corporate Governance Committee.(Chair)
Unless proxy cards are otherwise marked, the persons named as proxies will vote all proxiesFORthe election of each nominee named in this section. Proxies submitted to Visa cannot be voted at the Annual Meeting for nominees other than those nominees named in this proxy statement. However, if any director nominee is unable or unwilling to serve at the time of the Annual Meeting, the persons named as proxies may vote for a substitute nominee designated by the Board. Alternatively, the Board may reduce the size of the Board. Each nominee has consented to serve as a director if elected, and the Board does not believe that any nominee will be unwilling or unable to serve if elected as a director. Each director will hold office until the next annual meeting of stockholders and until his or her successor has been duly elected and qualified or until his or her earlier resignation or removal.Ramon Laguarta
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES TO SERVE AS DIRECTORS.
DIRECTOR NOMINEE BIOGRAPHIESDenise M. Morrison
The following is additional information about each of the director nominees as of the date of this proxy statement, including their professional background, director positions held currently or at any time during the last five years, and the specific qualifications, experience, attributes or skills that caused the Nominating and Corporate Governance Committee and our Board to determine that the nominee should serve as one of our directors.
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Compensation Committee
Key Activities in 2022 Reviewed the overall executive compensation philosophy for the Company; Reviewed and approved corporate goals and objectives relevant to our Chief Executive Officer’s and other NEOs’ compensation, including annual financial, strategic, ESG, and individual performance objectives; Continued to monitor and assess the impact of COVID-19, as well as the ongoing war in Ukraine and Visa’s decision to suspend operations in Russia, on the executive compensation program and considered the appropriateness of the program by reference to its guiding principles, including pay for performance, alignment with stakeholders’ interests, and motivation and retention of key talent; Evaluated the performance of our Chief Executive Officer and other NEOs considering pre-established goals and objectives and, based on this evaluation, determined, approved, and reported to the Board the annual compensation of our Chief Executive Officer and other NEOs, including salary, annual incentives, long-term equity, and other benefits; Reviewed and recommended to the independent members of the Board the form and amount of compensation of our non-employee directors; Oversaw administration and regulatory compliance with regard to the Company’s incentive and equity-based compensation plans; Reviewed the operations of the Company’s executive compensation program to determine whether they are properly coordinated and achieving their intended purposes; Reviewed an annual compensation-risk assessment report and considered whether the Company’s compensation policies and practices contain incentives for executive officers and employees to take risks in performing their duties that are reasonably likely to have a material adverse effect on the Company; Reviewed the Company’s pay equity processes and related disclosures; Reviewed the Company’s stock ownership guidelines for directors and NEOs, as well as individual compliance; Reviewed and recommended that the Board approve our Compensation Committee charter; Reviewed and discussed with management the compensation disclosures required to be included in the Company’s annual filings; Oversaw the Company’s submission of the annual advisory vote on executive compensation (Say-on-Pay); Reviewed the results of stockholder votes on executive compensation matters and discussed with management the appropriate engagement with stockholders in response to the votes; Selected an appropriate peer group for executive pay and performance comparisons; and Received and reviewed updates on regulatory and compensation trends and compliance. Compensation Committee Interlocks and Insider Participation None of the members who served on the Compensation Committee was or had ever been one of our officers or employees. In addition, during the last fiscal year, none of our executive officers served as a member of the board of directors or the compensation committee of any other entity that has one or more executive officers serving on our Board or Compensation Committee. Risk Assessment of Compensation Programs The Compensation Committee annually considers potential risks to the Company when reviewing and approving our compensation program. We have designed our compensation program, including our incentive compensation plans, with specific features to address potential risks while rewarding employees for achieving long-term financial and strategic objectives through prudent business judgment and appropriate risk-taking. The following elements have been incorporated in our compensation program for executive officers:
Additionally, the Compensation Committee annually considers an assessment of compensation-related risks. Based on this assessment, the Compensation Committee concluded that our compensation program does not create risks that are reasonably likely to have a material adverse effect on Visa. In making this determination, the Compensation Committee reviewed the key design elements of our compensation program in relation to industry “best practices” as presented by the Compensation Committee’s independent compensation consultant, as well as the means of mitigating potential risks, such as through our internal controls and oversight by management and the Board.
Finance Committee
Key Activities in 2022 Reviewed potential M&A transactions and strategic investments; Reviewed the financial and operational performance of prior acquisitions, including integration scorecards; Reviewed and recommended the Board declare the Company’s quarterly dividend and authorize a $12 billion Class A share buyback program; Reviewed the Company’s capital structure and financial condition, including target leverage ratio and credit ratings; Discussed the Company’s tax strategy; Reviewed insurance coverage and programs; Discussed the Company’s treasury activities and strategy; Reviewed potential capital investments in advance of fiscal year 2022 budget approval; and Reviewed and recommended the Board approve the Finance Committee charter. Nominating and Corporate Governance Committee |
Reviewed the director skills and qualifications criteria used to identify individuals who are qualified to become directors to confirm that the criteria capture the appropriate skills and qualifications for Visa board membership; Regularly discussed Board composition and reviewed director candidates considering our director skills and qualification criteria, current business needs, and long-term strategy; Reviewed and recommended that the Board approve the Nominating and Corporate Governance Committee charter and amendments to the Company’s Bylaws and Corporate Governance Guidelines; Reaffirmed the Board’s categorical director independence standards, and reviewed the qualifications and determined the independence of Reviewed each director’s compliance with the requirements of the Corporate Governance Guidelines relating to
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Oversaw the annual evaluation of the Board, its committees, and directors; Oversaw our stockholder engagement program on ESG matters; Reviewed and approved the 2022 corporate political contribution plan, and oversaw the Company’s political contributions and lobbying activities; and Reviewed the Company’s ESG developments and oversaw the Company’s charitable giving. Process for Nomination of Director Candidates The Nominating and Corporate Governance Committee regularly reviews the composition of the Board, including the qualifications, expertise, and characteristics that are represented in the current Board as well as
Stockholder Recommended Candidates Stockholders may recommend a director candidate to be considered for nomination by the Nominating and Corporate Governance Committee by providing the information specified in our Corporate Governance Guidelines to our Corporate Secretary within the timeframe specified for stockholder nominations of directors in our Bylaws. For additional information regarding the process for proposing director candidates to the Nominating and Corporate Governance Committee for consideration, please see our Corporate Governance Guidelines. Stockholders who wish to nominate a person for election as a director at an annual meeting of stockholders must follow the procedure described under Other Information – Stockholder Nomination of Director Candidates and Other Stockholder Proposals for 2024 Annual Meeting of this proxy statement. For additional information regarding this process, please see our Bylaws. Criteria for Nomination to the Board of Directors and Diversity The Nominating and Corporate Governance Committee applies the same standards in considering director candidates submitted by stockholders as it does in evaluating other candidates, including
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In addition to the above qualities, the Board,
through the Nominating and Corporate Governance Committee, strives to be a board that reflects the diversity of our key stakeholders around the world (clients, customers, employees, business partners, and stockholders). While the Board does not have a formal policy on diversity, the Board’s practice in assembling the Board is to have wide diversity in terms of business experiences, functional skills, gender, race, ethnicity, and cultural backgrounds. To support this objective, the Nominating and Corporate Governance Committee considers women and candidates from underrepresented groups in the pool from which the Nominating and Corporate Governance Committee considers director candidates. |
We compensate non-employee directors for their service on the Board with a combination of cash and equity awards, the amounts of which are commensurate with their role and involvement, and consistent with peer company practices. In setting non-employee director compensation, we consider the significant amount of time our directors expend in fulfilling their duties as well as the skill level required of members of our Board. Mr. Kelly, our Chairman and Chief Executive Officer, does not receive additional compensation for his service as a director. The Compensation Committee, which is composed solely of independent directors, has the primary responsibility for reviewing and considering any revisions to our non-employee director compensation program. In July 2021, the Compensation Committee undertook its annual review of non-employee director compensation for fiscal year 2022, which included an analysis completed by its independent compensation consultant. As part of this analysis, the independent compensation consultant reviewed trends and data from the same peer companies used by the Compensation Committee in connection with its review of executive compensation. Pursuant to the review, and after considering the independent compensation consultant’s advice on peer group data, the Compensation Committee recommended that the Board approve an increase in the grant date value of the annual equity grant for non-employee directors from $215,000 to $225,000 for grants made on or after the date of the 2022 Annual Meeting of Stockholders. This increase to the equity grant date value improved the overall positioning within the peer group and the mix between cash and equity in the director compensation program. Highlights of our Non-Employee Director Compensation Program
Non-employee directors receive an annual cash retainer for their service on the Board, as well as additional cash retainers if they serve as the Lead Independent Director, on a committee, or as the chair of a committee. The following table lists the cash retainer amounts in effect during fiscal year 2022.
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Each non-employee director receives an annual equity grant under the Visa Inc. 2007 Equity Incentive Compensation Plan, as amended and restated (2007 Equity Incentive Compensation Plan), which limits the total grant date value of equity grants that may be made to our non-employee directors to $500,000 in a single fiscal year. On January 25, 2022, the date of our 2022 Annual Meeting of Stockholders, each non-employee director received a restricted stock unit grant determined by dividing $225,000 by the per share closing price of our Class A common stock on that date, rounded to the nearest whole share. Following the date of a director’s election or appointment to the Board on a date other than at an Annual Meeting of Stockholders, the director receives a prorated initial grant based on the partial year of Board service; similarly, departing directors who joined the Board prior to November 2017 receive a grant for the year of departure, which is prorated for any partial year of service, as applicable. Accordingly, Teri L. List, who was appointed to the Board on April 11, 2022, received a restricted stock unit grant determined by dividing $187,500 by the per share closing price of our Class A common stock on April 15, 2022, rounded to the nearest whole share; Suzanne Nora Johnson and John A. C. Swainson, who did not stand for re-election at the 2022 Annual Meeting of Stockholders and both joined the Board prior to November 2017, each received a restricted stock unit grant determined by dividing $225,000 (representing the entire grant value applicable to a full year of service for the year of departure) by the per share closing price of our Class A common stock on January 25, 2022, rounded to the nearest whole share. Restricted
stock unit grants to all non-employee directors vest immediately upon grant. Directors may elect to defer settlement of all or a portion of their equity grants. The stock ownership guidelines for our non-employee directors specify that each director should own shares of our common stock equal to five times the annual Board membership cash retainer. Equity interests that count toward satisfaction of the guidelines include shares owned outright by the director, shares jointly owned, restricted stock, restricted stock units, and
Charitable Matching Gift Program Our non-employee directors may participate in the Board Charitable Matching Gift Program. Under this program, contributions to eligible non-profit organizations are matched, up to a maximum of $15,000 per director per calendar year. Our U.S. non-employee directors may also participate in our Political Action Committee (PAC) Charitable Matching Program. Under this program, when non-employee directors contribute to the | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
BENEFICIAL OWNERSHIP OF EQUITY SECURITIES
Except where otherwise indicated, we believe that the stockholders named in the tables below have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them. The following tables are based on 1,810,852,967 shares of Class A common stock outstanding as of December 1, 2017.
Directors and Executive Officers
The following table sets forth information known to the Company as of December 1, 2017 with respect to beneficial ownership of our Class A common stock by:
each member of the Board;
our named executive officers for fiscal year 2017; and
all current executive officers and directors of Visa as a group.
None of the directors, named executive officers, individually, or directors and current executive officers as a group, beneficially owned more than 1% of the total number of shares of our Class A common stock outstanding as of December 1, 2017.
| Name of Beneficial Owner | Series A common stock | Shares Issuable Pursuant to Options of December 1, 2017 | Total | |||||||||
Directors and Named Executive Officers: | ||||||||||||
Rajat Taneja | 118,871 | 407,859 | 526,730 | |||||||||
Ryan McInerney | 89,819 | 311,632 | 401,451 | |||||||||
Kelly Mahon Tullier | 26,500 | 191,329 | 217,829 | |||||||||
Charles W. Scharf* | 212,956 | - | 212,956 | |||||||||
Vasant Prabhu | 82,639 | 78,846 | 161,485 | |||||||||
Suzanne Nora Johnson | 107,832 | - | 107,832 | |||||||||
Alfred F. Kelly, Jr. | 24,997 | 65,968 | 90,965 | (1) | ||||||||
John A. C. Swainson | 68,692 | - | 68,692 | |||||||||
Robert W. Matschullat | 63,588 | - | 63,588 | (1) | ||||||||
Francisco Javier Fernández-Carbajal | 24,872 | - | 24,872 | |||||||||
Mary B. Cranston | 19,932 | - | 19,932 | (1) | ||||||||
Lloyd A. Carney | 5,471 | - | 5,471 | |||||||||
John F. Lundgren | 1,404 | - | 1,404 | |||||||||
Maynard G. Webb, Jr. | - | - | -(1) | |||||||||
Gary A. Hoffman | - | - | -(1) | |||||||||
All Directors and Executive Officers as a Group (17 persons) | 922,182 | 1,534,547 | 2,456,729 | |||||||||
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The following tables provide information on the
The following table sets forth additional information with respect to the amounts reported in the “Fees Earned or Paid in Cash” column in the Compensation of Non-Employee Directors – Director Compensation Table for Fiscal Year 2022 above. Certain directors rotated committee assignments during the fiscal year. Fees have been pro-rated to reflect the portion of the fiscal year that the directors served on each committee.
Fiscal Year 2023 Director Compensation Pursuant to the annual compensation review process described above, the Compensation Committee recommended that the Board approve an increase in the grant date value of the annual equity grant for non-employee directors from $225,000 to $235,000 for grants made on or after the date of the 2023 Annual Meeting of Stockholders. Similar to the adjustments the prior year, this increase to the equity grant date value improved the overall positioning within the peer group and the mix between cash and equity in the director compensation program. The Compensation Committee also recommended that the Board approve an increase in the annual cash retainer for the Lead Independent Director from $75,000 to $90,000, for the chair of the Audit and Risk Committee from $25,000 to $30,000, for the chair of the Finance Committee from $20,000 to $30,000, for the chair of the Compensation Committee from $20,000 to $25,000, and for members of the Finance Committee from $15,000 to $20,000, each effective October 1, 2022. The increase in the annual cash retainers was based on peer group data and to reflect the time commitment and contributions expected of the positions. PROPOSAL 1 – ELECTION OF DIRECTORS
Our Board currently consists of twelve directors. Ten directors are nominated for election at our Annual Meeting, including nine independent directors and our Chairman and Chief Executive Officer. Each director is elected to serve a one-year term, with all directors subject to annual election. Mary B. Cranston and Robert W. Matschullat, members of our Board since October 2007, are retiring and not standing for re-election. Accordingly, they are not included as nominees for election at the Annual Meeting. The Board thanks Ms. Cranston and Mr. Matschullat for their years of service to Visa. Effective as of the Annual Meeting, our authorized number of directors will be reduced to ten. At the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated the following ten persons to serve as directors for the term beginning at the Annual Meeting on January 24, 2023: Lloyd A. Carney, Kermit R. Crawford, Francisco Javier Fernández-Carbajal, Alfred F. Kelly, Jr., Ramon Laguarta, Teri L. List, John F. Lundgren, Denise M. Morrison, Linda J. Rendle, and Maynard G. Webb, Jr. Ms. List and Mr. Crawford, who joined the Board in 2022, were recommended by a global search firm. They were nominated by the Nominating and Corporate Governance Committee after an extensive and careful search was conducted by this search firm, and numerous candidates were considered. The primary functions served by the search firm included identifying potential candidates who meet the key attributes, experience, and skills described under Committees of the Board of Directors – Criteria for Nomination to the Board of Directors and Diversity above, as well as compiling information regarding each candidate’s attributes, experience, skills, and independence and conveying the information to the Nominating and Corporate Governance Committee. Unless proxy cards are otherwise marked, the persons named as proxies will vote all executed proxies FOR the election of each nominee named in this section. Proxies submitted to Visa cannot be voted at the Annual Meeting for nominees other than those nominees named in this proxy statement. However, if any director nominee is unable or unwilling to serve at the time of the Annual Meeting, the persons named as proxies may vote for a substitute nominee designated by the Board. Alternatively, the Board may reduce the size of the Board. Each nominee has consented to serve as a director if elected, and the Board does not believe that any nominee will be unwilling or unable to serve if elected as a director. Each director will hold office until the next annual meeting of stockholders and until his or her successor has been duly elected and qualified or until his or her earlier resignation or removal. THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES TO SERVE AS DIRECTORS. SUMMARY OF DIRECTOR QUALIFICATIONS AND EXPERIENCE
The following is additional information about each of the director nominees as of the date of this proxy statement, including their professional background, director positions held currently or at any time during the last five years, and the specific qualifications, experience, attributes, or skills that caused the Nominating and Corporate Governance Committee and our Board to determine that the nominee should serve as one of our directors.
BENEFICIAL OWNERSHIP OF EQUITY SECURITIES Except where otherwise indicated, we believe that the stockholders named in the tables below have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them. The following tables are based on 1,627,853,381 shares of Class A common stock outstanding as of November 25, 2022. Directors and Executive Officers The following table sets forth information known to the Company as of November 25, 2022 with respect to beneficial ownership of our Class A common stock by: each member of the Board; our named executive officers for fiscal year 2022; and all current executive officers and directors of Visa as a group. None of the directors or named executive officers individually, or directors and current executive officers as a group, beneficially owned more than 1% of the total number of shares of our Class A common stock outstanding as of November 25, 2022.
Principal Stockholders The following table shows those persons known to the Company to be the beneficial owners of more than 5% of the Company’s Class A common stock based on the information disclosed in the SEC filings identified below and the number of the Company’s Class A common stock outstanding as of November 25, 2022. In furnishing the information below, the Company has relied on information filed with the SEC by the beneficial owners.
Biographical data for each of our current executive officers is set forth below, excluding Mr. Kelly’s biography, which is included under
COMPENSATION DISCUSSION AND ANALYSIS This Compensation Discussion and Analysis describes our executive compensation philosophy and programs, and compensation decisions made under those programs for our
Philosophy of our Compensation Program We tie a substantial portion of our NEOs’ overall target annual compensation to the achievement of pre-established financial and non-financial performance goals, which include ESG metrics. The Compensation Committee’s objectives are to balance short- and long-term performance criteria, as well as to recognize corporate, business, and individual achievements that impact all stakeholders. The primary principles that guide the compensation program design and administration are summarized below.
Key Elements of our Fiscal Year 2022 Compensation Program
Components of Executive Compensation
Fiscal Year Visa delivered
A significant portion of our fiscal year
For fiscal year
Each Focus on
The performance shares granted to our NEOs are based on our average EPS result over the three separate years applicable to the particular performance share award and our cumulative relative TSR for the three-year period. In this proxy statement, we refer to the EPS metric as EPS – PS adjusted. Our fiscal year 2022 EPS – PS adjusted was above the maximum established for fiscal year 2022, resulting in a performance factor of 200% for the relevant portion of each award.
Highlights of our Compensation
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Hedging and Pledging: Our insider trading policy prohibits all employees and directors from hedging their economic interest in the Visa shares they hold or pledging Visa shares as collateral for a loan.
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How our Incentive Program is Tied to our Long-Term Company Strategy
We have designed our strategic pillars, which are outlined below, to position the Company competitively and thereby deliver superior performance, which will in turn create value for our stockholders.
As illustrated below, we tie our executive compensation program to our long-term business strategy by keeping our executive officers focused on, and rewarding them for, their achievement of goals and fulfillment of activities that support our strategic pillars. In addition, achieving our strategic pillars helps drive the long-term corporate performance metrics used in our executive compensation program.
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Compensation Component Link to Strategy Strategy & Performance Alignment
At the 20172022 Annual Meeting of Stockholders, more than 96%approximately 88% of the votes cast on the Company’s annualSay-on-Pay proposal supported our named executive officerfiscal year 2021 NEO compensation program. WeIn general, we believe these results represent strong investor support of our overall compensation philosophy and decisions for fiscal year 2016.decisions. Accordingly, the Compensation Committee did not make any material changes to the underlying structure of our executive compensation program for fiscal year 2017.2022 directly as a result of the Say-on-Pay vote. Nevertheless, the Compensation Committee regularly reviews and adjusts the compensation program to ensure it remains competitive and aligned with our stockholders’ interests.stakeholders’ interests and the principles of the program. As discussed under Corporate Governance – Stockholder Engagement, we have proactive, ongoing engagement with our stockholders throughout the year related to a number of topics, including executive compensation. We reached out to our top 75 stockholders, representing approximately 65% of our outstanding Class A common stock. The most common question we received related to our executive compensation program was whether, and how, ESG principles are incorporated into our executive compensation program. As described under Compensation Discussion and Analysis – Fiscal Year 2022 Compensation – Annual Incentive Plan, ESG goals are incorporated into our annual incentive plan design and are a key component of the program.
Setting Executive Compensation
Compensation Committee and Management
Our Compensation Committee, which consists solely of independent directors, is responsible for establishing and reviewing the overall compensation philosophy and program for our named executive officers.NEOs.
As discussed in detail under Committees of the headingBoard of Directors – Risk Assessment of Compensation Programs, when establishing the annual compensation program for our named executive officers,NEOs, the Compensation Committee takes into consideration the potential risks associated with the program and structures it to provide appropriate incentives without encouraging excessive risk taking.
Before End of Fiscal Year Beginning of Fiscal Year During Fiscal Year After End of Fiscal Year
Setting Performance Goals and Making Compensation Determinations
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● Compensation Committee begins with a review of our compensation program, including determining if our compensation levels are competitive with our peer companies and if any changes should be made to the program for the next fiscal year. | ● Compensation Committee determines the principal components of compensation for the
● Chairman and Chief Executive Officer sets individual performance goals for each of the other | ● Compensation Committee meets regularly throughout the year, with management and in executive session, and reviews the Company’s performance to date against the corporate performance goals. ● The Compensation Committee also reviews the executive compensation program to ensure that it remains competitive and aligned with our stakeholders’ interests and the other principles of the program. The Compensation Committee’s independent consultant generally attends all committee meetings. | ● Compensation Committee conducts a multi-part review of each
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Role of Independent Consultant
Our Compensation Committee has the sole authority to retain and replace compensation consultants to provide it with independent advice. The Compensation Committee has engaged FW CookMeridian Compensation Partners, LLC (Meridian) as its independent consultant to advise it on executive andnon-employee director compensation matters. This selection was made without the input or influence of management. Under the terms of its agreement with the Compensation Committee, FW Cook willMeridian does not provide any other services to the Company, unless directed to do so by the Compensation Committee.Committee and within the scope of the Compensation Committee’s charter. During fiscal year 2017 FW Cook2022, Meridian provided no services to the Company other than to advise the Compensation Committee on executive andnon-employee director compensation issues. In addition, at the start of fiscal year 2017,2022, the Compensation Committee conducted a formal evaluation of the independence of FW CookMeridian and, based on this review, did not identify any actual or potential conflict of interest raised by the work FW Cook performed in fiscal year 2017.by Meridian. When conducting this evaluation, the Compensation Committee took into consideration the factors set forth in the Securities Exchange Act of 1934 (Exchange Act) Rule10C-1 and the NYSE’s listing standards.
Compensation Philosophy and Objectives
Our Philosophy
We maintain compensation plans that tie a substantial portion of our named executive officers’ overall target annual compensation to the achievement of our corporate performance goals. The Compensation Committee employs multiple performance measures and strives to award an appropriate mix of annual and long-term equity incentives to avoid overweighting short-term objectives.
Peer Group
As part of its annual compensation review process, the Compensation Committee discussed with FW Cookits independent consultant an analysis of our fiscal year 20172022 executive compensation program, including total compensation and the elements used to compensate our named executive officers.NEOs. It then compared thetheir compensation of our named executive officers to the compensationthat of similarly situated named executive officersNEOs of other companies. In particular, the Compensation Committee reviewed compensation levels ofcompanies in our compensation peer group as a reference point of competitive compensation levels.group. The review was based on public compensation data for our compensation peer group and data from third-party compensation surveys.
To best inform their pay decisions based on where the Company competes for talent, the Compensation Committee has established threetwo categories for identifying peer companies:
Direct business competitors plus any companies listed as peers by a majority of these companies that would be considered “peers of peers.”competitors.
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Strategic competitors who are S&P 500 companies recommended by management and approved by the Compensation Committee that have respected global brands, fit the above size criteria, and are frequent competitors for executive talent.
A list of 2224 companies identified as peers for fiscal year 20172022 is shown below. These remain unchanged from our fiscal year 2016 peer group:
Direct Peers | Related Industry Peers | |||
Financial Services | Technology & Interactive Media/Entertainment | |||
– American Express Company – Discover Financial Services – – PayPal Holdings, Inc. | – Bank of America Corporation – BlackRock, Inc. – Capital One Financial Corporation – Citigroup Inc. – JPMorgan Chase & Co. – Morgan Stanley – The Bank of New York Mellon Corporation – The Goldman Sachs Group, Inc. – The PNC Financial Services Group, Inc. – U.S. Bancorp – Wells Fargo & Company | – Accenture plc – – Alphabet Inc. – Block, Inc. – IBM Corporation – Meta Platforms, Inc. – Microsoft Corporation – Oracle Corporation – salesforce.com, inc. | ||
In July 2022, using the methodology described above, the Compensation Committee reviewed the peer companies and removed The Bank of New York Mellon Corporation from the list of companies for fiscal year 2023 and for compensation decisions at the end of fiscal year 2022.
Use of Market Data
In order toTo attract and retain key executives, we targetconsider total compensation for our named executive officersNEOs by reference to the range of compensation paid to similarly situated executive officersexecutives of our compensation peer group. This includes salary, annual incentive targets, and long-term incentive targets.grant values. The actual level of our named executive officers’NEOs’ total direct compensation is determined based on both individual and corporate performance and can vary based on such factors as expertise, performance, or advancement potential.
Internal Equity and Tally Sheets
As part of its annual compensation review, the Compensation Committee compares our named executive officers’NEOs’ target annual compensation levels to ensure that they are internally equitable. The Compensation Committee also regularly reviews tally sheets for each named executive officerNEO to ensure that it is considering a complete assessment of all compensation and benefits. The tally sheets include each named executive officer’s wealth accumulation, which is comprised of the aggregate amount of equity awards and other compensation values accumulated by each named executive officer,NEO and potential payments upon termination or termination followingof employment both related and unrelated to a change of control.
Components of Executive Compensation
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Summary of Fiscal Year 20172022 Base Salary and Incentive Compensation
In November 2017,2022, the Compensation Committee determined our named executive officers’NEOs’ total direct compensation based on corporate and individual performance for fiscal year 2017, which is comprised2022 and other relevant information such as market data and the advice of its independent compensation consultant, as described in this Compensation Discussion & Analysis. The NEOs’ total direct compensation consists of the following elements:
The table below reflects the abovethese components for each named executive officerNEO for fiscal year 2017.2022. As the long-term incentive awards for fiscal year 20172022 set forth in the following table were awarded after the end of the fiscal year, they are discussed under the headingCompensation Discussion and Analysis – Fiscal Year 20182023 Compensation. The equity awards discussed under Compensation Discussion and Analysis – Fiscal Year 2022 Compensation – Long-Term Incentive Compensation. The equity awards discussed under the headingFiscal Year 2017 Compensation – Long-Term Incentive Compensationrefer to the equity awards made on November 19, 2016,2021, during fiscal year 2017.2022.
BASE SALARY In effect at the end of FY 2017 ANNUAL INCENTIVE PLAN Earned for performance in FY 2017 LONG-TERM EQUITY INCENTIVES Performance Shares, Stock Options, Restricted Stock Units Granted November 19, 2017 TOTAL DIRECT COMPENSATION
The table below differs substantially from theExecutive Compensation – Summary Compensation Table for Fiscal Year 20172022 later in this proxy statement in that the equity awards included in the table for fiscal year 20172022 below were grantedawarded on November 19, 20172022 while the equity awards included in theSummary Compensation Tablewere granted on November 19, 2016.2021. This supplemental table is not intended as a substitute for the information in theExecutive Compensation – Summary Compensation Table for Fiscal Year 20172022, whichbut is required byprovided to show the SEC.total direct compensation that the Compensation Committee approved in November 2022 following the end of the 2022 fiscal year, based on considerations including fiscal year 2022 performance.
| Incentive Compensation | Incentive Compensation | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Name | Base Salary ($)(1) | Annual Plan | Value of Performance Shares (target value) ($)(3) | Value of Options | Value of Restricted Stock/ Units ($)(4) | Total ($) | Base Salary ($)(1) | Annual Plan | Value of Performance Shares (target value) ($)(3) | Value of Options | Value of Restricted Stock Units ($)(4) | Total ($) | ||||||||||||||||||||||||||||||||||||||||||
Alfred F. Kelly, Jr. | 1,250,000 | 5,875,000 | 7,000,000 | 3,500,000 | 3,500,000 | 21,125,000 | 1,550,000 | 6,200,000 | 10,750,000 | 5,375,000 | 5,375,000 | 29,250,000 | ||||||||||||||||||||||||||||||||||||||||||
Vasant M. Prabhu | 850,000 | 3,221,500 | 4,000,000 | 2,000,000 | 2,000,000 | 12,071,500 | ||||||||||||||||||||||||||||||||||||||||||||||||
Vasant Prabhu | 1,100,000 | 3,520,000 | 4,500,000 | 2,250,000 | 2,250,000 | 13,620,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Ryan McInerney | 750,000 | 2,842,500 | 4,500,000 | 2,250,000 | 2,250,000 | 12,592,500 | 1,100,000 | 3,520,000 | 6,750,000 | 3,375,000 | 3,375,000 | 18,120,000 | ||||||||||||||||||||||||||||||||||||||||||
Rajat Taneja | 750,000 | 2,820,000 | 4,250,000 | 2,125,000 | 2,125,000 | 12,070,000 | 1,100,000 | 3,520,000 | 6,250,000 | 3,125,000 | 3,125,000 | 17,120,000 | ||||||||||||||||||||||||||||||||||||||||||
Kelly Mahon Tullier | 600,000 | 1,353,600 | 2,000,000 | 1,000,000 | 1,000,000 | 5,953,600 | 850,000 | 2,380,000 | 3,600,000 | 1,800,000 | 1,800,000 | 10,430,000 | ||||||||||||||||||||||||||||||||||||||||||
| (1) | Reflects the |
| (2) | Reflects the payment pursuant to the annual incentive plan approved by the Compensation Committee in November |
| (3) | Reflects the target dollar value of performance shares approved by the Compensation Committee in November |
| (4) | Reflects the dollar value of restricted stock units and stock option grants approved by the Compensation Committee in November |
Fiscal Year 20172022 Compensation
Base Salary
When setting our named executive officers’NEOs’ base pay,salaries, the Compensation Committee generally targetsconsiders the range of compensation paid to similarly situated executive officers of our compensation peer group. The Compensation Committee may set salaries above or below the median amountrelative to this range based on considerations including the expertise, performance, or advancement potential of each named executive officer.NEO, including relative to other NEOs. The base salary levels of our named executive officersNEOs typically are considered annually as part of our performance review process, and upon a named executive officer’san NEO’s promotion or other change in job responsibilities.
During its annual review of the base salaries of our named executive officersNEOs for fiscal year 2017,2022, the Compensation Committee considered:
considered market data offor our compensation peer group;
an internal review of each named executive officer’sNEO’s compensation, both individually and relative to other named executive officers;NEOs; and
the individual performance of each named executive officer.NEO.
Based on this review, and in consultation with its independent consultant, the Compensation Committee made no changesdecided to increase Ms. Mahon Tullier’s base salary from $800,000 to $850,000 in connection with her appointment to the role of Vice Chair, Chief People and Administrative Officer, and that it would not adjust the base salaries of our other NEOs for fiscal year 2017.2022.
Annual Incentive Plan
These reflect weightings for our named executive officers, except our CEO. For our CEO, the weightings are: 80% for Corporate Performance and 20% for Individual Performance.
Incentive Plan Target Percentage.Award Percentage
During fiscal year 2017,2022, each of our named executive officersNEOs was eligible to earn an annual cash incentive award under the Visa Inc. Incentive Plan or VIP, which we sometimes refer to as our annual incentive plan.(VIP). Each named executive officer’s potentialNEO’s target award was expressed as a percentage of his or her base salary, including threshold,reflecting market practice, internal equity among executive officers, and the intended value and mix of target and maximum percentages.total direct compensation. After the end of the fiscal year, the Compensation Committee determined the amount of each named executive officer’sNEO’s actual annual incentive award based upon theits evaluation of achievement of a combination ofagainst pre-determined corporate and individual goals.
Corporate Goals and Individual Goals.
In December 2016, the Compensation Committee established corporate threshold goals, under the VIP for fiscal year 2017 based on Net Income and Net Revenue Growth, each as adjusted by the Compensation Committee. The threshold corporate performance goals for fiscal year 2017, which had to be met or exceeded before any annual incentive awards would be made, were Net Income – VIP adjusted,with a maximum opportunity of $4,044 million or Net Revenue Growth – VIP adjusted, of 8.0%.
No annual incentive payment may be made for fiscal year 2017 under the VIP unless one or both of these goals are achieved.
The Compensation Committee established these threshold goals to allow the annual incentive award to be considered performance-based and tax deductible under Section 162(m)200% of the Internal Revenue Code. They are separate from the payment goals the Compensation Committee usestarget percentage attributable to determine actual payouts for corporate performance described in the table below.
This approach further aligns our annual incentive plan program with stockholders’ interests by ensuring that no incentive payment is made unless a certain level of corporate performance is achieved. Once either of the threshold corporate performance goals is met or exceeded, each named executive officer becomes eligible to receive up to his or her maximum potential annual incentive award. When making final payout determinations, the Compensation Committee may exercise negative discretion to award less than the maximum potential award.
As the threshold corporate performance levels for both metrics were achieved, fiscal year 2017 annual incentive payments were then based on a combination of corporate and individual performance as described below.
For fiscal year 2017, 70% of the annual incentive award for our named executive officers is based on the achievement of corporate performance goals (80% for our Chief Executive Officer), and 30% on the achievement of individual goals (20% for our Chief Executive Officer). These weightings balance the named executive officers’ shared responsibility to achieve corporate goals that increase the value of the Company with the desire to motivate the named executive officers to achieve goals within each individual’s specific area of responsibility. These weightings also allow the Compensation Committee to further differentiate compensation between the named executive officers based on their individual performance.
Annual Base Salary x Annual Incentive Target [% of Salary] x [Corporate Performance [ 70% ] + Individual Performance [ 30% ]] = Annual Incentive AwardNEO.
Selected Corporate Performance MeasuresGoals and Results for Fiscal Year 20172022
The Compensation Committee approved an annual incentive scorecard for fiscal year 2022, similar to the approach it adopted last year. The scorecard balances annual incentive determinations across financial and non-financial strategic priorities, with rigorous, pre-established quantitative and qualitative corporate performance goals in four categories. The Compensation Committee established the goals early in the fiscal year, reviewed progress against each goal quarterly, and evaluated achievement of the goals at year-end. The Compensation Committee determined a payout percentage based on its evaluation of results against the scorecard and then reviewed each NEO’s individual performance against their annual goals to determine whether any further adjustments should be made based on individual performance.
These scorecard performance goals were established by reference to our corporate strategy, which is designed to position the Company competitively and thereby deliver superior performance, and which should in turn create value for our stockholders and benefit our employees, clients, and the communities in which we operate. The Compensation Committee expects our NEOs to be focused on a wide range of performance goals that are critical to our corporate strategy, by promoting financial goals along with other priorities that are vital to the Company’s long-term success, such as ESG initiatives. This approach is aligned with our corporate strategy, enhances stockholder value, and reduces the likelihood of excessive risk taking with respect to any particular financial performance goal. Accordingly, the scorecard design takes a holistic approach to the goal-setting process and does not apply specific weighting to the corporate performance weightings, targetsgoals described below, and the Compensation Committee carefully considered each goal in its overall evaluation of corporate performance. The same scorecard is also used for determining the annual bonus funding for our broad-based employee bonus plan.
Each of the performance goals for the annual incentive plan scorecard was established on November 2, 2021, except that preliminary Transactions Growth and Cross-Border Growth goals were finalized on January 24, 2022. The performance goals were established based on the best available information at the time, amidst lingering uncertainty regarding the ongoing effects of the COVID-19 pandemic, including the reopening of borders and resumption of international travel. The goals were designed to be challenging and were expected to incentivize the NEOs to advance Visa’s strategic and operational priorities while the continuing impact of COVID-19 on the Company’s business was uncertain. In addition, these goals were established prior to the war in Ukraine and the unforeseeable impact that this action would have on the Company’s business, as discussed below under Compensation Discussion and Analysis – Fiscal Year 2022 Compensation – Annual Incentive Plan – Payment of Annual Incentive Plan Awards for Fiscal Year 2022. The Compensation Committee did not adjust the annual incentive goals in response to these events.
The following table lists selected metrics from the annual incentive scorecard for fiscal year 2017 displayed2022.
| Financials, Clients, and Foundational Goals | |||||||
| Selected Metrics | ||||||||
Designed to promote strong financial results and align our NEOs’ interests with the interests of stockholders; develop and enhance Visa’s relationships with clients; and support key business priorities | • Net Revenues Growth • Net Income Growth • EPS Growth • Transactions Growth • Payments Volume Growth • Cross-Border Volume Growth • New Payment Flows • Net New Acceptance Locations | |||||||
 | Operational Excellence, Talent, and ESG Goals | |||||||
| Selected Metrics | ||||||||
Designed to ensure that our NEOs enhance the wellbeing of our employees, clients, and the communities in which we operate, and to advance our ESG strategy | • Sustainability • Social Impact • Talent • Technology • Cybersecurity • Risk • M&A Integration | |||||||
Following the end of fiscal 2022, the Compensation Committee evaluated the Company’s performance relative to each goal in the table below.annual incentive scorecard. The following tables provide detail on many of the goals and achievements that the Compensation Committee selectedconsidered to be important drivers of the Net Income GrowthCompany’s success when making its annual incentive determinations for the NEOs. These goals and Net Revenue Growth performance measures based on their belief that they are important indicators of increased stockholder value. The Compensation Committee also approvedresults represent a range of payouts as a percentage of each named executive officer’s target annual bonus at various levels of performance.
Displayed below arefactors that demonstrate the specific performance goals for each level of achievement, the payout ranges as a percentage of target for each level of achievement,value delivered by our NEOs to stockholders, our employees, clients, and the actual FY17 resultcommunities in which we operate. To maximize transparency into the goal-setting process while balancing concerns that disclosure of some operational goals would provide our competitors with insight into specific business priorities and approved payout as a percentage of target:initiatives, not all metrics, goals, and results are described in detail.
| Metric | Weight | Baseline | Target | Exceeding Target | Significantly Exceeding Target | Result | Payout | |||||||
Net Income Growth – VIP adjusted | 70% | 7% | 13%-16% | 16.1%-19% | 19.1%+ | 23.3% | 190% | |||||||
Net Revenue Growth – VIP adjusted | 30% | 8% | 16.5%-18.5% | 18.6%-20.5% | 20.6%+ | 21.6% | 174% | |||||||
|
| |||||||||||||
Payout as a % of Target | 50%-90% | 90%-130% | 130%-170% | 170%-200% | 185% |
| Financials, Clients, and Foundational |
• Net Revenues Growth – VIP adjusted of 21.2%, exceeding the annual goal of 15.7% |
• Net Income Growth – VIP adjusted of 23.5%, exceeding the annual goal of 12.1% |
• EPS Growth – VIP adjusted of 26.5%, exceeding the annual goal of 13.7% |
• Transactions Growth of 12%, falling below the annual goal of 16% |
• Constant-dollar Payments Volume Growth of 15%, exceeding the annual goal of 13% |
• Constant-dollar Cross-border Volume Growth excluding Intra-Europe of 49%, exceeding the annual goal |
• Net New Acceptance Locations excluding China of 15.5 million, exceeding the annual goal |
| Operational Excellence, Talent, & ESG |
• Exceeded our goals related to protecting the Company from cyber threats; innovating on cyber capabilities for the Company and ecosystem to further advance our leadership position; and ensuring compliance with regulatory reviews |
• Exceeded our goals related to building, deploying, and automating a risk technology platform that protects the Company and the payments ecosystem; digitizing and advancing risk management capabilities to ensure that the Company maintains a strong control environment; deploying new solutions to reduce risk and crime while driving strong client engagement and satisfaction; and continuing to provide capabilities that help to reduce fraud in the payments ecosystem |
• Exceeded our technology goals for authorization, clearing, and settlement processing success rates |
• Met our goal of successfully integrating Currencycloud and Tink and delivering fiscal year 2022 financial goals for the acquired businesses |
• Exceeded our goal of digitally enabling 18 million SMBs worldwide as part of our three-year goal of digitally enabling 50 million SMBs |
• Met our goal of maintaining 100% renewable electricity and carbon neutral operations and exceeded our goals of advancing on our commitment to reach net zero by 2040 and being a climate positive company |
• Exceeded our goal of 20% of our employees volunteering in charitable opportunities sponsored by the Company, with 24% of our employees participating in such programs |
• Met our goal of increasing representation for underrepresented employees in the U.S. and continued our efforts to improve representation of women globally |
• Met our goals of creating a compelling employee value proposition to enable effective storytelling about the Company workplace; enhancing talent acquisition capabilities, process, and controls; enhancing our employee retention strategy with particular emphasis on career development, people leadership development, and talent assessment; managing cultural, structural, and process changes to successfully transition to a hybrid model of work; increasing participation in, and satisfaction with, virtual-live programs for employees; and establishing a multi-year strategy to support the transformation of our People team |
For purposes of the annual incentive plan, payout percentage in fiscal year 2017, our Net Income Growth – VIP adjusted, was determined by excluding the aforementioned adjustments from our U.S. GAAP Net Income described in footnote 1 to the table under the headingFiscal Year 2017 Financial Highlightsfrom our reported U.S. GAAP Net Income, as well as other adjustments including VIP payment expenses for fiscal year 2016 and 2017, and net income related to acquisitions closed during fiscal 2017. Based on thesepre-established adjustments for purposes of the annual incentive plan payout percentage in fiscal year 2017, our Net Income Growth – VIP adjusted was 23.3%, which is within the Significantly Exceeding Target range and allows for a payout range of170%-200% of target. The Compensation Committee approved a payout of 190% for this metric. In making this determination, the Committee took into account that actual performance of 23.3% was well above the goal established for the “Significantly Exceeding Target” range.
Our actual Net RevenueRevenues Growth – VIP adjusted for fiscal year 20172022 was determined as year-over-year growth in gross operating revenues net of client incentives, adjusted from our U.S. GAAP Net Revenue Growth by excluding net revenue related to acquisitions closed during fiscal year 2017. The result, as shown above, was 21.6% Net Revenue Growth – VIP adjusted for fiscal year 2017, which is within the Significantly Exceeding Target range and allows for a payout of 170% – 200% of target. The Compensation Committee approved a payout of 174% for this metric. In making this determination, the Committee took into account that actual performance of 21.6% was above the goals established for the “Significantly Exceeding Target” range.
All of the Compensation Committee’sexclude pre-established adjustments were made in accordance with the terms of the annual incentive plan determined at the beginning of fiscal year 2017, as described earlier underSetting Performance Goals and Making Compensation Determinations.
Based on the weightings outlined in the above table, the payout result for corporate2022. Our Net Income Growth – VIP adjusted was determined by adjusting our GAAP Net Income to exclude certain items that we believe were not representative of our continuing performance, as a percentagethey were non-recurring or had no cash impact, and could distort our longer-term operating trends, as well as other pre-established adjustments made in accordance with the terms of target is 185%.the annual incentive plan determined at the beginning of fiscal year 2022, including net income related to acquisitions closed during fiscal year 2022.
Individual Performance Goals and Results for Fiscal Year 20172022
The fiscal year 2017 individual goals forIn addition to its review of the Company’s overall results relative to each goal in the annual incentive scorecard and its determination of our named executive officers were set in December 2016. Thethe appropriate payout percentage to reflect these results, the Compensation Committee believes that our named executive officers’also evaluated each NEO’s individual performance, goals should supportbased on each NEO’s self-assessment and help achieve the Company’s strategic objectives and be tied to their areas of responsibility.Mr. Kelly’s input. Individual performance goals for the Chairman and Chief Executive Officer were established with the oversight of the Compensation Committee. Individual performance goals for the other named executive officersNEOs were proposed by the Chairman and Chief Executive Officer and reviewed and approved by the Compensation Committee.
As described underHow our Incentive Program is Tied to our Long-Term Company Strategy earlier in this proxy statement, these goals were established by reference to our corporate strategic “pillars” which are designed to position the Company competitively and thereby deliver superior performance, which would in turn create value for our stockholders. To ensure that our executive officers stay focused on these pillars, a significant portion of their individual performance goals were tied to one or more of the pillars. Of note, our focus on Developing Best Talent includes goals for our executives to attract and retain top talent, including creating a unique and compelling environment for our employees, a commitment to sponsorship of diverse employees, promotion of diversity and inclusion, gender and underrepresented diversity, recruitment of underrepresented talent, and opportunities for women for leadership roles.
After the end of the fiscal year, the Compensation Committee, based on each named executive officer’s self-assessment and Mr. Kelly’s input, reviewed each named executive officer’s progress against his or her individual performance goals. Based on this assessment, a named executive officer could receive an award from 0% to 200% of the individual portion of his or her annual incentive award. When making its award determinations, the Compensation Committee did not assign a specific weighting to any of the individual goals, but instead reviewed each named executive officer’s progress against his or her individual goals in the aggregate. The following is a summary description of theeach NEO’s individual performance goal results for each of the named executive officersachievements for fiscal year 2017.2022.
Mr. Kelly |
| |
| •
• Deepened relationships with existing clients and successfully built new partnerships with issuers, acquirers, fintechs, and enablers across the ecosystem • Demonstrated exceptional leadership of Visa’s employees, particularly in response to the war in Ukraine and the suspension of operations in Russia; continued to focus on employee engagement and wellbeing, leading Visa through • Further aligned the organization and strategy and continued to enhance senior talent
• Championed
be paid | |
Mr. Prabhu |
| |
| •
•
•
• FX | |
Mr. McInerney |
| |
| •
•
•
• • Led global initiatives to support employee wellbeing, inclusion and diversity, and talent |
Mr. Taneja | ||
• Protected Visa’s assets and the ecosystem with strong cybersecurity defenses
• Demonstrated | ||
|
| |
|
•
•
•
diversity efforts in attracting, retaining, and advancing Technology talent |
Ms. Mahon Tullier |
| |
| •
• Successfully led
•
|
Based on each named executive officer’s performance in managing their function and the progress they made towards their individual goals as discussed above, the Compensation Committee, in its discretion, determined that each named executive officer made substantial progress and awarded the individual portion of each officer’s annual incentive at the percentage of target displayed in the table below.
• Drove initiatives to evolve Visa’s corporate real estate strategy
• Championed programs to enhance inclusion and diversity, including the Visa Black Scholars and Jobs Program
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Payment of Annual Incentive Plan Awards for Fiscal Year 20172022
The payouts under ourBased on its analysis of Visa’s performance relative to each annual incentive scorecard goal, the Compensation Committee determined that the payout percentage for the 2022 annual incentive plan are computedwould be 160% of target and that it would not adjust this payout percentage for any NEO based on its evaluation of the individual achievements described above. In making this assessment, the Compensation Committee considered the impact of the Company’s decision in March 2022 to suspend its operations in Russia due to the war in Ukraine. These unfortunate events were not foreseeable when the Compensation Committee established the performance goals, and corporatethey impacted the ability of the Company to achieve some of the goals in the annual incentive scorecard, such as Transactions Growth, for reasons outside of our executives’ control. The Company’s number one priority in the weeks and months following the March 2022 announcement was ensuring the safety and security of our colleagues and their families who were directly impacted, while complying with all applicable global sanctions. Despite these challenges, the Company delivered strong financial and non-financial results relative to the scorecard goals, which the Compensation Committee considered when making its annual incentive determinations. The Compensation Committee determined that the payout percentage of 160% appropriately reflected, in the aggregate, the Company’s and each NEO’s performance as outlined above. relative to the pre-established goals, especially in light of the ongoing events in Russia and Ukraine and their impact on the Company’s business.
The fiscal year 20172022 annual cash incentive award payments are included in the“Non-Equity Incentive Plan Compensation” column of theExecutive Compensation – Summary Compensation Table for Fiscal Year 20172022, and are set forth in the following table.
The table also provides a supplemental breakdown of the components that make up the named executive officers’ actual fiscal year 2017 annual incentive awards. The awards as a percentage of the target are displayed for each component.
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| Target(1) | Actual | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Annual Base Salary | Target Annual Incentive% | Target Annual Cash Incentive $ | Corporate | Individual | Final Award $ | Final Award as % of Target | Annual Base Salary | x | Target Annual Incentive%(1) | Target Annual Incentive $(1) | x | Payout Percentage | = | Final Award | ||||||||||||||||||||||||||||||||||||||||||||||
| Performance % | Factor Weighting | Performance % | Factor Weighting | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Alfred F. Kelly, Jr. | $ | 1,250,000 | 250 | % | $ | 3,125,000 | 185 | % | x | 80 | % | + | 200 | % | × 20 | % | $ | 5,875,000 | 188.0 | % | $1,550,000 |
| 250% | $3,875,000 |
| 160% |
| $6,200,000 | ||||||||||||||||||||||||||||||||
Vasant Prabhu | $ | 850,000 | 200 | % | $ | 1,700,000 | 185 | % | x | 70 | % | + | 200 | % | × 30 | % | $ | 3,221,500 | 189.5 | % | $1,100,000 |
| 200% | $2,200,000 |
| 160% |
| $3,520,000 | ||||||||||||||||||||||||||||||||
Ryan McInerney | $ | 750,000 | 200 | % | $ | 1,500,000 | 185 | % | x | 70 | % | + | 200 | % | × 30 | % | $ | 2,842,500 | 189.5 | % | $1,100,000 |
| 200% | $2,200,000 |
| 160% |
| $3,520,000 | ||||||||||||||||||||||||||||||||
Rajat Taneja | $ | 750,000 | 200 | % | $ | 1,500,000 | 185 | % | x | 70 | % | + | 195 | % | × 30 | % | $ | 2,820,000 | 188.0 | % | $1,100,000 |
| 200% | $2,200,000 |
| 160% |
| $3,520,000 | ||||||||||||||||||||||||||||||||
Kelly Mahon Tullier | $ | 600,000 | 120 | % | $ | 720,000 | 185 | % | x | 70 | % | + | 195 | % | × 30 | % | $ | 1,353,600 | 188.0 | % | ||||||||||||||||||||||||||||||||||||||||
Kelly Mahon Tullier(2) | $ 850,000 |
| 175% | $1,487,500 |
| 160% |
| $2,380,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| (1) | The |
| (2) | In connection with her appointment to the role of Vice Chair, Chief People and Administrative Officer effective October 1, 2021, the Compensation Committee approved an increase in Ms. Mahon Tullier’s base salary from $800,000 to $850,000 and an increase in her annual incentive target percentage from 150% to 175% of base salary. |
Long-Term Incentive Compensation
The Visa Inc. 2007 Equity Incentive Compensation Plan which we refer to as the equity incentive plan, is intended to promote our long-term success and increase stockholder value by attracting, motivating, and retaining ournon-employee directors, officers, and employees. Additionally, to better tie our executive officers’ long-term interests with those of our stockholders, the equity incentive plan does not allow the repricing of stock grants once they are awarded, without prior stockholder approval.
The Compensation Committee administers the equity incentive plan with respect to our named executive officersNEOs and determines, in its discretioninformed judgment and in accordance with the terms of the equity incentive plan, the recipients who may be granted awards, the form and amount of awards, the terms and conditions of awards (including vesting and forfeiture conditions), the timing of awards, and the form and content of award agreements.
Long-Term Incentive Awards Granted in Fiscal Year 20172022
In determining the types and amounts of annual equity awards to be granted to our named executive officersNEOs in fiscal year 2017,2022, the Compensation Committee considered, in consultation with its independent consultant, factors including the practices of companies in our compensation peer group, the actual compensation levels of similarly situated executive officers of companies in our compensation peer group, corporatecompany and individual performance, during fiscal year 2016, recommendations from our Chairman and Chief Executive Officer at the time (for awards to the named executive officersNEOs other than himself), and each named executive officer’sNEO’s total compensation.compensation, including the value of outstanding awards held by each NEO. The Compensation Committee also considered the incentives provided by different award types, including increasing stockholder value, avoiding excessive risk taking, and encouraging employee retention. Below is an illustration
The target value of our equity grants awardedawards granted to each NEO in fiscal year 2017 by2022 consisted of 25% stock options, 25% restricted stock units, and 50% performance shares. Each award type for our namedis used to retain and incentivize key executive officers, including our Chief Executive Officer:officers. Stock options generate value only if Visa’s stock price appreciates after the grant date, and performance shares are designed so that the number of shares that are earned varies based on corporate performance results.
Fiscal Year 2017 Long-Term
Incentive Awards Type
The following table displays the total combined target value of equity awards approved by the Compensation Committee for our named executive officersNEOs in fiscal year 2017,2022, and the award value broken down by component. The values in the table below differ from the values in the Executive Compensation – Summary Compensation Table for Fiscal Year 2022 and the Executive Compensation –Grants of Plan-Based Awards in Fiscal Year 2022 Table because the aggregate grant date fair values of the performance shares displayed in those tables are computed in accordance with stock-based accounting rules and will be displayed in multiple years.
Total Combined Value of ($)
| Components of Annual awards granted on
| |||||||||||||||
Value of
| Value of
|
Value of Shares at Target ($)(1)
| ||||||||||||||
Alfred F. Kelly, Jr.
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| 11,000,000
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| 2,750,000
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| 2,750,000
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| 5,500,000
|
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Vasant M. Prabhu
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| 5,550,000
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| 1,387,500
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| 1,387,500
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| 2,775,000
|
| ||||
Ryan McInerney
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| 5,750,000
|
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| 1,437,500
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| 1,437,500
|
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| 2,875,000
|
| ||||
Rajat Taneja
|
| 6,200,000
|
|
| 1,550,000
|
|
| 1,550,000
|
|
| 3,100,000
|
| ||||
Kelly Mahon Tullier
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| 3,080,000
|
|
| 770,000
|
|
| 770,000
|
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| 1,540,000
|
| ||||
|
| Components of annual awards granted on November 19, 2021
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| Value of Stock Options ($) | Value of Restricted Stock Units ($) | Value of Shares at Target ($) | Total Combined Value of ($) | ||||||||||||||||
Alfred F. Kelly, Jr. | 5,325,000 | 5,325,000 | 10,650,000 | 21,300,000 | ||||||||||||||||
Vasant Prabhu | 2,625,000 | 2,625,000 | 5,250,000 | 10,500,000 | ||||||||||||||||
Ryan McInerney | 3,337,500 | 3,337,500 | 6,675,000 | 13,350,000 | ||||||||||||||||
Rajat Taneja | 3,125,000 | 3,125,000 | 6,250,000 | 12,500,000 | ||||||||||||||||
Kelly Mahon Tullier | 1,762,500 | 1,762,500 | 3,525,000 | 7,050,000 | ||||||||||||||||
Stock Options and Restricted Stock Units
The dollar value of the annual equity awards in the table above were converted to a specific number of stock options or restricted stock units on the November 19, 20162021 grant date, based on the fair market value of our Class A common stock on that date and the Black-Scholes value of stock options. The value displayed for performance shares reflects the target value of the award. The stock options and restricted stock units vest in three substantially equal annual installments beginning on the first anniversary of the date of grant, subject to continued employment through each such vesting date.
Performance Shares
Designed to vary rewards based on corporateThe value displayed for performance results Generatesshares in the table above reflects the target value only if stock price appreciates Used to retain key executive officers Performance shares 50% Stock Options 25% Restricted Stock Units 25%
of the annual award. The target number of performance shares is determined at the beginning of a three-year performance period and the number of shares earned at the end of the three-year period will range from zero to 200% of the target number of shares depending on our corporate performance, as measured by:
the annual EPS goal established for each fiscal year; and
an overall modifier based on Visa’s TSR ranked relative to S&P 500 companies, or relative TSR Rank, over the three-year performance period.
Vesting of the performance shares is generally subject to each NEO’s continued employment through the entire three-year performance period, except upon death, disability, retirement, involuntary terminations without cause, and certain qualifying (double-trigger) terminations in connection with a change in control, as described in the section titled Executive Compensation – Potential Payments upon Termination or Change of Control.
We set EPS goals annually and average the results over three fiscal years to ensure that the goals are meaningful and the EPS results relative to the goals are not disproportionately impacted by unforeseeable market factors outside the NEOs’ control over a multi-year period, such as the impacts of the COVID-19 pandemic on the global economy starting in fiscal year 2020 and the events in Russia and Ukraine in fiscal year 2022. This approach provides a performance and retention incentive over the long term with three-year cliff vesting, while also including a modifier based on three-year relative TSR performance.
FY2022-FY2024 Performance Share Design
Impact of Stock Buybacks on EPS
The amount of stock buybacks are budgeted at the beginning of the year. If Visa repurchased stock significantly above or below this level, the EPS result would be adjusted accordingly.
Relative TSR RankModifier
The relative TSR modifier will reduce compensationby up to our named executive officers25% the number of shares that are earned for periods when our stockholders’ value increaseTSR performance is below the median of the companies comprising the S&P 500 and will enhance our named executive officers’ compensationincrease by up to 25% the number of shares that are earned for periods when our stockholders’ value increaseTSR performance exceeds the median of the companies comprising the S&P 500. The total number of shares that may be earned at the end of the three-year period is capped at 200% of the target number of shares.
EPS Goals
One-third of the target performance shares awarded on November 19, 2016 were2021 was tied to the fiscal year 20172022 EPS goal that the Compensation Committee established within the first ninety90 days of fiscal year 2017.2022. The remainingtwo-thirds of the target shares awarded areis tied to the EPS goals for each of fiscal years 20182023 and 2019,2024, which will be set by the Compensation Committee within the first ninety90 days of the respective fiscal year. The actual EPS result will be used to determine the percentage of target shares credited from each of the three award segments. If the minimum EPS goal is reached in a particular year, 50% of the target shares will be credited for that segment; if the target EPS goal is reached, 100% of the target shares will be credited; and if the maximum EPS goal is reached, 200% of the target shares will be credited. Results are interpolated for EPS performance between threshold and target, and between target and maximum.
At the end of fiscal year 2017,2022, the Compensation Committee reviewed our EPS – PS adjusted of $3.49$7.48, which was determined by excluding from U.S. GAAP EPS: the aforementionedEPS certain adjustments from U.S. GAAP Net Income described in footnote 1 to the table under the headingFiscal Year 2017 Financial Highlights,exclude certain items that we believe were not representative of our continuing performance, as they were non-recurring or had no cash impact, and could distort our longer-term operating trends, as well as other pre-establishedadjustments made in accordance with the terms of the awards determined at the beginning of fiscal year 2022, including net income related to acquisitions closed during fiscal 2017. All of the Compensation Committee’s adjustments were made in accordance with terms determined at the beginning of fiscal year 2017, as described earlier underSetting Performance Goals and Making Compensation Determinations.2022. The Compensation Committee determined that the final EPS result – PS adjusted result of $3.49$7.48 exceeded the targetmaximum goal of $3.31$7.30 for fiscal year 2017. Using the unrounded result to interpolate between target (100%) and maximum (200%) yielded a result of 176.4% for fiscal year 2017.2022.
At the completion of the entire three-year performance period in November 2019,2024, the shares credited from the above EPS calculations for the three fiscal years will be totaled and the overall number of shares will be modified based on Visa’s TSR Rank for the full three-year period. This TSR Rank modification may increase or decrease the final number of shares earned by a maximum of 25% (see, as illustrated in the chart below);below; however, the final number of shares earned at the end of the three-year period, after the modification is applied, is capped at 200% of the initial target number.
Threshold Performance | Target Performance | Maximum Performance | ||||||||||
Threshold Performance | Target Performance | Maximum Performance | ||||||||||
Modifying Metric | 75% | 100% | 125% | 75% | 100% | 125% | ||||||
3 Year Visa TSR Rank vs. S&P 500 | 25th Percentile or Below | 50th Percentile(1) | 75th Percentile or Above | |||||||||
3-Year Visa TSR Rank vs. S&P 500(1) | 25th Percentile or Below | 50th Percentile | 75th Percentile or Above | |||||||||
| (1) | Results between the 25th percentile and the 50th percentile and between the 50th percentile and the 75th percentile are interpolated between 75% and 100% or 100% and 125%, respectively. |
FY2017-FY2019 Performance Share Design FY2017 FY2018 FY2019 2017 EPS 2018 EPS 2019 EPS TSR Result (3 year period) Three years of EPS payout % averaged and award modified based on relative 3-yr TSR performance and vests 11/30/2019
The EPS goal for fiscal year 20172022 and actual EPS results discussed above also apply to the third portion of the performance shares previously awarded to our named executive officersNEOs on November 19, 20142019 and the second portion of the performance shares previously awarded to our named executive officersNEOs on November 19, 2015 (see illustration below).2020, as illustrated below.
Consistent with Financial Standards Accounting BoardFASB ASC Topic 718, the value of the performance share awards for fiscal year 20172022 included in the “Stock Awards” column of theExecutive Compensation – Summary Compensation Table for Fiscal Year 20172022 later in this proxy statement represents the third segment of the award made on November 19, 2014,2019, the second segment of the award made on November 19, 20152020, and the first segment of the award made on November 19, 2016.2021.
Determination of Shares Earned for Performance Shares Previously Awarded on November 19, 20142019
The performance shares previously awarded to certain of the named executive officersNEOs on November 19, 20142019 completed their three-year performance period following fiscal year 2017.2022. As a result, the Compensation Committee determined and certified the Company’s actual results over the three-year period in November 2022, which determined the final number of shares earned pursuant to those awards based on the Company’s actual results over the three-year period was determined and certified by the Compensation Committee in November 2017.awards. As illustrated below, based on the annual EPS results for fiscal years 2015, 20162020, 2021, and 2017,2022, and our TSR Rank over the three-year period, the performance shares earned equated to 175.8%113.3% of the target award established on November 19, 2014.2019.
| Primary Metric | Threshold ($) | Target ($) | Maximum ($) | Result ($) | EPS Result as % of Target(1) | |||||||||||||||
Fiscal Year 2015 EPS | 2.41 | 2.59 | 2.77 | 2.63 | 121.0% of Target | |||||||||||||||
Fiscal Year 2016 EPS | 2.65 | 2.85 | 3.05 | 2.90 | 124.5% of Target | |||||||||||||||
Fiscal Year 2017 EPS | 3.08 | 3.31 | 3.54 | 3.49 | 176.4% of Target | |||||||||||||||
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Average Result | 140.6% of Target | |||||||||||||||||||
Primary Metric | Threshold ($) | Target ($) | Maximum ($) | Result ($) | EPS Result as % of Target(1) | ||||||||||||||||||||
Fiscal Year 2020 EPS | 5.68 | 6.11 | 6.54 | 5.01 | 0.0% of Target | ||||||||||||||||||||
Fiscal Year 2021 EPS | 4.61 | 5.18 | 5.54 | 5.90 | 200.0% of Target | ||||||||||||||||||||
Fiscal Year 2022 EPS | 6.07 | 6.82 | 7.30 | 7.48 | 200.0% of Target | ||||||||||||||||||||
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Average Result |
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| (1) | Percentage is based on unrounded |
FY15 FY16 FY17 FY18 FY19 PS Granted 11/19/14 Mm Target Max Min Target Max Min Target Max EPS: Goals by Year $2.41 $2.59 $2.77 $2.65 $2.85 $3.05 $3.08 $3.31 $3.54 EPS Result $2.63 $2.90 $3.49 Result as a % of Target 121.0% 124.5% 176.4% TSR Result PS Granted 11/19/15 Min Target Max Min Target Max Min Target Max EPS: Goals by Year $2.65 $2.85 $3.05 $3.08 $3.31 $3.54 EPS Result $2.90 $3.49 Result as a % of Target 124.5% 176.4% TSR Result PS Granted 11/19/16 Min Target Max Min Target Max Min Target Max EPS: Goals by Year $3.08 $3.31 $3.54 EPS Result $3.49 Result as a % of Target 176.4% TSR Result
Modifying Metric | Threshold (75% modifier) | Target (100% | Maximum (125% | Result | Modifier % | |||||||||||||||
3 Year TSR Rank v. S&P 500 | 25th percentile | 50th percentile | 75th percentile | 35th percentile | 85% | |||||||||||||||
| Primary Metric Result | Times | Modifying Metric | Equals | Final Payout Result as a % of Target (capped at 200%) | ||||
140.6% | x | 125% | = | 175.8% |
Primary Metric Result | Times | Modifying Metric | Equals | Final Payout Result as a % of Target (capped at 200%) | ||||||||||||||||
133.3% | x | 85 | % | = | 113.3 | % | ||||||||||||||
Based on this Final Payout Result of 175.8%113.3%, on November 30, 2017 Mr. McInerney, Mr. Taneja and Ms. Mahon Tullier2022, the NEOs earned shares equal to 175.8%113.3% of the target number of shares granted to each of them on November 19, 2014.2019. As a result, Mr. McInerneyKelly earned 52,24856,566 shares versus his target of 29,72049,926 shares, Mr. TanejaMcInerney earned 49,08332,545 shares versus his target of 27,92028,725 shares, Mr. Prabhu earned 26,346 shares versus his target of 23,253 shares, Mr. Taneja earned 30,995 shares versus his target of 27,357 shares, and Ms. Mahon Tullier earned 15,05612,398 shares ofversus her target of 8,56410,943 shares. Messrs. Kelly and Prabhu did not receive performance share awards on November 19, 2014.
Other Equity Awards in Fiscal Year 2017
The Compensation Committee may award equity during the fiscal year to attract new executive officers and incent them to join Visa. During fiscal year 2017, the Committee made an equity grant to Mr. Kelly for this purpose in accordance with the terms of his offer letter, which was the result of negotiations between Mr. Kelly and the Company. The terms of his offer letter are described in the section entitledEmployment Arrangements and Potential Payments upon Termination or Change of Control – Offer Letters with Alfred F. Kelly Jr.and Vasant M. Prabhu. During the negotiations, the Compensation Committee consulted with FW Cook, its independent compensation consultant, and legal counsel with expertise in executive compensation matters. The Compensation Committee also reviewed relevant market data and the terms of Mr. Kelly’s compensation arrangements with his previous employer, including the value of benefits Mr. Kelly would forfeit with his prior employer by agreeing to become our Chief Executive Officer. The Compensation Committee and the independent members of the Board determined, in their judgment and based on Mr. Kelly’s experience, qualifications, and skills, as well as prevailing market practices, that the compensation levels, awards and other terms contained in the offer letter were appropriate to attract and retain Mr. Kelly to serve as our Chief Executive Officer.
On November 19, 2016, as required under the terms of his offer letter, Mr. Kelly received “make-whole” equity awards structured to replicate compensation that he forfeited by leaving his former employer to join Visa. Mr. Kelly received an award with a grant date value of $6,300,000, which converted into 77,951 restricted stock units. Also as required under the terms of his offer letter, because his prior employer failed to exercise certain call rights in respect of Mr. Kelly’s equity investment in such employer within 90 days of his termination of employment with his prior employer, on February 8, 2017, he received a make-whole equity award of $1,000,000, which converted into 11,752 restricted stock units. The restricted stock units will vest in three substantially equal annual instalments on November 19, 2017, November 19, 2018 and November 19, 2019. Because these are make-whole awards, they are not considered to be a part of Mr. Kelly’s ongoing target annual compensation.
Retirement and Other Benefits
Our benefits program is designed to be competitive and cost-effective. It is our objective to provide core benefits, including medical, retirement, life insurance, paid time off, and leaves of absence, to all employees and to allow for supplementarynon-core benefits to accommodate regulatory, cultural, and practical differences in the various geographies in which we have operations.
We sponsor a frozentax-qualified defined benefit pension plan, which we refer to as the retirement plan. We also sponsor atax-qualified defined contribution 401(k) plan, which we refer to as the 401k plan, to provide market driven retirement benefits to all eligible employees in the United States.
We maintained anon-qualified excess retirement benefit plan and anon-qualified excess 401k plan to make up for the limitations imposed on ourtax-qualified plans by the Internal Revenue Code. New contributions to thesenon-qualified plans ceased to be effective February 1, 2014. We also sponsor an unfunded,non-qualified deferred compensation plan, which we refer to as the deferred compensation plan, which allows executive officers and certain other highly compensated employees to defer a portion of their annual incentive awards andsign-on bonuses to help them with tax planning and to provide competitive benefits. For additional information on these plans, see the sections entitledExecutive Compensation – Pension Benefits Table for Fiscal Year 20172022 andExecutive Compensation –Non-qualified Deferred Compensation for Fiscal Year 2017.2022.
Perquisites and Other Personal Benefits
We provide limited perquisites and other personal benefits to facilitate the performance of our named executive officers’NEOs’ management responsibilities. For instance, we maintain a company car and driver whichthat allows for additional security, thatwhich are used primarily by the Chairman and Chief Executive Officer for both business and personal use, as well as some business and limited personal use by other executive officers. From time to time, our named executive officersNEOs also may use the Company’s tickets for sporting, cultural, or other events for personal use rather than business purposes. If an incremental cost is incurred for such use, it is included in the “All Other Compensation” column of theExecutive Compensation – Summary Compensation Table for Fiscal Year 20172022 .if the aggregate amount paid by the Company in Fiscal Year 2022 for perquisites and personal benefits to an NEO equaled $10,000 or more.
In addition, we have a policy that allows for companion travel on business relatedbusiness-related flights on our corporate aircraft by the Chairman and Chief Executive Officer, the President, and other key employees, as approved by the Chairman and Chief Executive Officer. It is our policy that named executive officersNEOs are responsible for all income taxes related to their personal usage of the corporateCompany car or corporate aircraft, as well as travel by their companions. Additionally, no named executive officerNEO may use the corporate aircraft for exclusive personal use (not related to business) except under the terms and conditions outlined in the Company’s aircraft time sharingtime-sharing agreement with the Chairman and Chief Executive Officer, or under extraordinary circumstances with the advance approval of the Chairman and Chief Executive Officer. The Compensation Committee requires that Mr. Kelly use the aircraft for all business and
personal travel, based on an independent third-party finding of a bona fide security concern, which recommended that Mr. Kelly use the aircraft for all travel. Related to this requirement, Mr. Kelly is required under the terms of the aircraft time-sharing agreement to reimburse Visa for personal use of the aircraft for amounts in excess of $200,000 per fiscal year. Any personal use of the aircraft in excess of this limit by our Chairman and Chief Executive Officer pursuant to the aircraft time sharingtime-sharing agreement requires him to reimburse Visa an amount (as determined by the Company) equal to the lesser of: (i) the amount that would, absent reimbursement, be reportable with respect to the Chairman and Chief Executive Officer in theSummary Compensation Table (which we refer to as the SEC Cost), or (ii) the expenses of operating such flight that may be charged pursuant to Federal Aviation Regulation Section 91.501(d) as in effect from time to time (which we refer to as the FAR Expenses). The Chief Executive Officer’s personal use ofCompany’s obligation to provide the corporate aircraft is also subject to an annual capfor personal use ceases once the cost of the personal use reaches $500,000, as determined by the Company using the lesser of the SEC Cost and the FAR Expenses. As a result of this arrangement, in fiscal year 2017, the Chief Executive Officer’s personal use of the aircraft resulted in no incremental cost to the Company. Please refer to theAll Other Compensation Table for additional information about the other limited perquisites and personal benefits provided to our named executive officers during fiscal year 2017.
Severance
WeIn order to attract and retain high-performing NEOs, we believe that it is appropriate to provide severance to an executive officer in certain circumstances. Our severance arrangements are reasonable, responsible in value, tailored to the circumstances of the termination of employment, and in line with market practice. We do not provide forgross-upsgross up for excise taxes that may be imposed as a result of severance payments and, for payments payable upon or following a change of control, we generally require a qualifying termination of employment in addition to the change of control. Please see the section entitledEmployment Arrangements andExecutive Compensation – Potential Payments upon Termination or Change of Control – Executive Severance Plan for additional information.
Offer Letters with Alfred F. Kelly, Jr. and Vasant M. Prabhu
We have outstanding obligations under executed offer letters with each of Mr. Kelly and Mr. Prabhu, in connection with their commencement of employment by Visa. Please see the description of the offer letters in the section entitled Employment Arrangements and Potential Payments upon Termination or Change of Control – Offer Letters with Alfred F. Kelly and Vasant M. Prabhu.
Fiscal Year 20182023 Compensation
Long-Term Incentive Compensation
On November 8, 2017,2, 2022, the Compensation Committee approved the annual equity awards for our named executive officersNEOs to be granted on November 19, 2017,2022, using a combination of 25% of the total value of equity awards in the form of stock options, 25% in the form of restricted stock or restricted stock units, and 50% in performance shares at the form of performance shares. These aretarget value, reflecting the same three equity vehicles and percentagesmix as used in prior years. For the performance shares awarded on November 19, 2017, theThe actual number of performance shares earned will be determined based on:on the following:
the annual EPS goal established for each of the three fiscal years in the performance period; and
an overall modifier based on our TSR Rank over the three-year performance period.
Vesting of the equity awards is generally subject to each NEO’s continued employment through the entire three-year performance period, except upon certain terminations of employment due to death, disability, retirement, and certain qualifying (double-trigger) terminations in connection with a change in control. A portion of the equity awards is subject to pro-rata payment in the event of a termination by Visa without cause.
Consistent with prior fiscal years, the total combined value of each equity award was approved by the Compensation Committee after considering, in consultation with its independent consultant, the practices of companies in our compensation peer group, the actual compensation levels of similarly situated executive officers of companies in our compensation peer group, corporate and individual performance during fiscal year 2017,2022, recommendations from our Chairman and Chief Executive Officer (for awards to the named executive officersNEOs other than himself), and each named executive officer’sNEO’s total compensation.compensation, including the value of outstanding awards held by the NEOs. The values in the table below displayswill differ from the total dollar valuevalues in the Executive Compensation – Summary Compensation Table for Fiscal Year 2023 and the Executive Compensation – Grants of Plan-Based Awards in Fiscal Year 2023 Table because the aggregate grant date fair values of the grants approvedperformance shares that will be displayed in November 2017 as well as the dollar value of each component.those tables will be computed in accordance with stock-based accounting rules and will be displayed in multiple years.
| Components | ||||||||||||||||
Total Value of | Value of Stock ($) | Value of ($) | Value of ($) | |||||||||||||
Alfred F. Kelly, Jr. | 14,000,000 | 3,500,000 | 3,500,000 | 7,000,000 | ||||||||||||
Vasant M. Prabhu | 8,000,000 | 2,000,000 | 2,000,000 | 4,000,000 | ||||||||||||
Ryan McInerney | 9,000,000 | 2,250,000 | 2,250,000 | 4,500,000 | ||||||||||||
Rajat Taneja | 8,500,000 | 2,125,000 | 2,125,000 | 4,250,000 | ||||||||||||
Kelly Mahon Tullier | 4,000,000 | 1,000,000 | 1,000,000 | 2,000,000 | ||||||||||||
| Components of annual awards granted on November 19, 2022
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| Value of ($) | Value of ($) | Value of Target ($) | Total Combined Value of | ||||||||||||||||
Alfred F. Kelly, Jr. | 5,375,000 | 5,375,000 | 10,750,000 | 21,500,000 | ||||||||||||||||
Vasant Prabhu | 2,250,000 | 2,250,000 | 4,500,000 | 9,000,000 | ||||||||||||||||
Ryan McInerney | 3,375,000 | 3,375,000 | 6,750,000 | 13,500,000 | ||||||||||||||||
Rajat Taneja | 3,125,000 | 3,125,000 | 6,250,000 | 12,500,000 | ||||||||||||||||
Kelly Mahon Tullier | 1,800,000 | 1,800,000 | 3,600,000 | 7,200,000 | ||||||||||||||||
Other Equity Grant Practices and Policies
Stock Grant Practices
The Compensation Committee has adopted an equity grant policy,maintains a Policy on Granting Equity Awards (Equity Grant Policy), which contains procedures to prevent stock option backdating and other grant timing issues. Under the equity grant policy,Equity Grant Policy, the Compensation Committee approves annual grants to executive officers and other members of the executive committeeExecutive Committee at a meeting to occur during the quarter following each fiscal year end. The Board has delegated the authority to Mr. Kelly as the sole member of the stock committeeStock Committee to make annual awards to employees who are not members of the executive committee.Executive Committee and who are not subject to Section 16(a) of the Exchange Act (Section 16 officers). The grant date for annual awards to all employees andnon-employee directors has been established as November 19 of each year.
In addition to the annual grants, stock awards may be granted at other times during the year to new hires, employees receiving promotions, and in other special circumstances. The equity grant policyEquity Grant Policy provides that only the Compensation Committee may make such“off-cycle” grants to named executive officers andNEOs, other members of management’s executive committee.Visa’s Executive Committee, and Section 16 officers. The Compensation Committee has delegated the authority to the stock committeeStock Committee to make“off-cycle”off-cycle grants to other employees, subject to guidelines established by the Compensation Committee. Any“off-cycle”off-cycle awards approved by the stock committeeStock Committee or the Compensation Committee must beare granted on the fourth business15th day after we publicly announce our earningsof the calendar month or on such other date determined by the stock committee,Stock Committee, Compensation Committee, or the Board.
For all newly issuedgranted stock option awards, the exercise price of the stock option award will be the closing price of our Class A common stock on the NYSE on the date of the grant. If the grant date for the annual awards falls on a weekend,non-trading day, the exercise price of stock option awards will be the closing price of our Class A common stock on the NYSE on the last trading day preceding the date of grant.
Stock Ownership Guidelines
The Compensation Committee maintains stock ownership guidelines for our executive officersNEOs as follows:
Officer | Stock Ownership Guidelines | ||||
Alfred F. Kelly, Jr. | 6 x base salary | ||||
Vasant | 4 x base salary | ||||
Ryan McInerney | 4 x base salary | ||||
Rajat Taneja | 4 x base salary | ||||
Kelly Mahon Tullier | |||||
Equity interests that count toward the satisfaction of the ownership guidelines include shares owned outright by the named executive officer,individual, shares jointly owned, restricted stock, and restricted stock units, payable in shares.and any deferred restricted stock units. Unexercised stock options and unearned performance shares do not count toward the guidelines. Newly hired or promoted executives have five years from the date of the commencement of their appointment to attain these ownership levels. Each named executive officerNEO currently meets or exceeds the applicable guideline set forth in the table above. If an executive officer does not meet the applicable guideline by the end of the five-year period, the executive officer is required to hold a minimum of 50% of the net shares resulting from any future vesting of restricted stock, restricted stock units, performance shares, or exercise of stock options until the guideline is met. These guidelines reinforce the importance of aligning the interests of our executive officers with the interests of our stockholdersstakeholders and encourage our executive officers to consider the long-term perspective when managing the Company.
Hedging and Pledging Prohibition
As part of our insider trading policy, all employees, including our named executive officers,NEOs, andnon-employee directors are prohibited from engaging in short sales of our securities, establishing margin accounts related to our securities, pledging our securities as collateral for a loan, buying or selling puts or calls on our securities, or otherwise pledging or engaging in hedging transactions (such as zero-cost collars, exchange funds, and forward sale contracts) involving our securities.
Policy Regarding Clawback of Incentive CompensationRecoupment Policies
We have a Clawback Policy pursuant to which named executive officersNEOs and other key executive officers may be required to returnreimburse or forfeit incentive compensation paid to them if the financial results upon which the awards were based are materially restated due to fraud, intentional misconduct, or gross negligence of the executive officer.
The Clawback Policy permits the Board to determine in its discretion if it will seek to recover applicable compensation, taking into account the following considerations as it deems appropriate:
Whether the amount of any bonus or equity compensation paid or awarded during the covered time period, based on the achievement of specific performance targets, would have been reduced based on the restated financial results;
The likelihood of success of recouping the compensation under governing law relative to the effort involved;
Whether the recoupment may prejudice Visa’s interest in any related proceeding or investigation;
Whether the expense required to recoup the compensation is likely to exceed the amount to be recovered;
The passage of time since the occurrence of the misconduct;
Any pending legal action related to the misconduct;
The tax consequences to the affected individual; and
Any other factors the Board may deem appropriate under the circumstances.
Under the Clawback Policy, we can require reimbursement or forfeiture of all or a portion of any bonus, incentive payment, equity basedequity-based award (including performance shares, restricted stock or restricted stock units, and outstanding stock options), or other compensation to the fullest extent permitted by law. RecoupmentReimbursement or reimbursementforfeiture may include compensation paid or awarded during the period covered by the restatement and applies to compensation awarded in periods occurring subsequent toafter the adoption of the Clawback Policy.
We believe our Clawback Policy is sufficiently broad to reduce the potential risk that an executive officer would intentionally misstate results in order to benefit under an incentive program and provides a right of recovery in the event thatif an executive officer took actions that, in hindsight, should not have been rewarded. In addition, appropriate language regarding the policy has been included in applicable documents and award agreements and our executive officers are required to acknowledge in writing that compensation we have awarded to them may be subject to reimbursement, clawback, or forfeiture pursuant to the terms of the policy and/or applicable law. Further, the equity forfeiture provisions in applicable award agreements would also apply in the event of specified detrimental activity in the absence of a restatement.
Tax Implications – Deductibility of Executive Compensation
Section 162(m) of the Internal Revenue Code of 1986, as amended, limits our ability to deduct for tax purposes compensation in excess of $1,000,000$1 million paid to certain executive officers. We expect that iscompensation paid to our principal executive officer or any one of our three highest paid executive officers, other than our principal executive officer or principal financial officer, who are employed by us on the last day of our taxable year unless, in general, the compensation is paid pursuant to a plan that has been approved by our stockholders and is performance-related andnon-discretionary. The Compensation Committee will review and consider the deductibility of executive compensation under Section 162(m) and may authorize certain paymentsNEOs in excess of $1 million, including compensation paid to any executive who has been an NEO since 2017, generally will not be deductible. When designing our compensation structure, the $1,000,000 limitation. The Compensation Committee believes that it needs to balance the benefits of designing awards that aretax-deductible with the need to design awardsconsider all relevant factors that attract, retain, and reward executives responsible for our success.
In addition, Section 274(e) of the Internal Revenue Code limits the amount that companies can deduct for the personal use of corporate aircraft to the amount recognized as income by the executives that used the aircraft. For fiscal year 2017, the total amount of our disallowed tax deduction resulting from the personal use of the corporate aircraft by our named executive officers and any guests was $2,083,536.
For information regarding the Compensation Committee’s review of compensation-related risk, please see the section entitledCommittees of the Board of Directors –Risk Assessment of Compensation Programs.
Summary Compensation Table for Fiscal Year 20172022
The following table and related footnotes describe the total compensation earned for services rendered during fiscal years 2017, 20162022, 2021, and 20152020 by our named executive officers.NEOs. The primary elements of each named executive officer’sNEO’s total compensation as reported in the table are base salary, annual incentive compensation, and long-term incentive compensation in the form of stock options, restricted stock awards/units, and performance shares. Certain other benefits are listed in the “All Other Compensation” column and additional detail about these benefits is provided in theExecutive Compensation – All Other Compensation in Fiscal Year 20172022 Table.
Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | Change in ($)(4) | All Other Compensation ($)(5) | Total ($) | |||||||||||||||||||||||||||
Alfred F. Kelly, Jr. | 2017 | 1,150,799 | - | 11,883,298 | 2,749,995 | 5,875,000 | - | 75,362 | 21,734,454 | |||||||||||||||||||||||||||
Chief Executive Officer | ||||||||||||||||||||||||||||||||||||
Vasant M. Prabhu Executive Vice President and Chief Financial Officer | 2017 | 850,032 | - | 3,017,648 | 1,387,503 | 3,221,500 | 1,189 | 16,200 | 8,494,072 | |||||||||||||||||||||||||||
| 2016 | 850,032 | 3,125,000 | 1,757,160 | 1,031,255 | 1,230,375 | 15,652 | 124,626 | 8,134,100 | ||||||||||||||||||||||||||||
| 2015 | 547,616 | 6,875,000 | 7,500,041 | - | 1,081,253 | 14,473 | 979,180 | 16,997,563 | ||||||||||||||||||||||||||||
Ryan McInerney President | 2017 | 750,029 | - | 4,363,957 | 1,437,500 | 2,842,500 | 3,259 | 20,066 | 9,417,311 | |||||||||||||||||||||||||||
| 2016 | 750,029 | - | 3,984,063 | 1,476,498 | 1,153,125 | 15,552 | 22,550 | 7,401,817 | ||||||||||||||||||||||||||||
| 2015 | 750,029 | - | 1,951,504 | 928,242 | 1,498,275 | 14,824 | 20,505 | 5,163,379 | ||||||||||||||||||||||||||||
Rajat Taneja Executive Vice President, Technology and Operations | 2017 | 750,029 | - | 4,575,318 | 1,549,999 | 2,820,000 | 1,730 | 17,450 | 9,714,526 | |||||||||||||||||||||||||||
| 2016 | 750,029 | - | 3,611,865 | 1,597,002 | 960,938 | 15,516 | 18,600 | 6,953,950 | ||||||||||||||||||||||||||||
| 2015 | 750,029 | - | 1,495,880 | 872,018 | 1,262,625 | 14,588 | 15,900 | 4,411,040 | ||||||||||||||||||||||||||||
Kelly Mahon Tullier | 2017 | 600,023 | - | 1,962,161 | 769,997 | 1,353,600 | 1,516 | 23,350 | 4,710,647 | |||||||||||||||||||||||||||
Executive Vice President, General Counsel and Corporate Secretary | ||||||||||||||||||||||||||||||||||||
Charles W. Scharf Former Chief Executive Officer | 2017 | 357,380 | (6) | - | 4,276,408 | (7) | - | - | 12,064 | 707 | 4,646,559 | |||||||||||||||||||||||||
| 2016 | 1,250,048 | - | 9,172,003 | 2,874,998 | 3,087,500 | 25,437 | 32,354 | 16,442,340 | ||||||||||||||||||||||||||||
| 2015 | 1,000,038 | - | 5,224,802 | 2,250,003 | 3,310,000 | 24,808 | 31,717 | 11,841,368 | ||||||||||||||||||||||||||||
Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | Change in ($)(4) | All Other Compensation ($)(5) | Total ($) | ||||||||||||||||||||||||||||||||||||
Alfred F. Kelly, Jr. | 2022 | 1,555,978 | – | 14,782,648 | 5,325,013 | 6,200,000 | – | 239,963 | 28,103,602 | ||||||||||||||||||||||||||||||||||||
| 2021 | 1,550,031 | – | 17,681,675 | 5,125,009 | 6,400,000 | – | 188,123 | 30,944,838 | |||||||||||||||||||||||||||||||||||||
| 2020 | 1,550,076 | – | 17,026,616 | 4,562,500 | 3,100,000 | – | 125,736 | 26,364,928 | |||||||||||||||||||||||||||||||||||||
Vasant Prabhu | 2022 | 1,104,239 | – | 7,263,594 | 2,624,981 | 3,520,000 | 1,053 | 23,396 | 14,537,263 | ||||||||||||||||||||||||||||||||||||
| 2021 | 1,100,019 | – | 8,187,025 | 2,624,993 | 3,630,000 | 979 | 31,400 | 15,574,416 | |||||||||||||||||||||||||||||||||||||
| 2020 | 1,100,050 | – | 8,039,757 | 2,124,987 | 1,760,000 | 1,209 | 23,850 | 13,049,853 | |||||||||||||||||||||||||||||||||||||
Ryan McInerney | 2022 | 1,104,239 | – | 9,114,177 | 3,337,503 | 3,520,000 | 3,230 | 28,686 | 17,107,835 | ||||||||||||||||||||||||||||||||||||
| 2021 | 1,100,019 | – | 9,845,103 | 3,212,500 | 3,630,000 | 2,670 | 27,400 | 17,817,692 | |||||||||||||||||||||||||||||||||||||
| 2020 | 1,100,050 | – | 9,439,901 | 2,624,994 | 1,760,000 | 3,227 | 27,100 | 14,955,272 | |||||||||||||||||||||||||||||||||||||
Rajat Taneja | 2022 | 1,104,239 | – | 8,585,208 | 3,124,998 | 3,520,000 | 1,587 | 20,383 | 16,356,415 | ||||||||||||||||||||||||||||||||||||
| 2021 | 1,100,019 | – | 9,329,605 | 3,049,986 | 3,630,000 | 1,421 | 20,733 | 17,131,764 | |||||||||||||||||||||||||||||||||||||
| 2020 | 1,100,050 | – | 8,939,651 | 2,500,007 | 1,760,000 | 1,743 | 20,850 | 14,322,301 | |||||||||||||||||||||||||||||||||||||
Kelly Mahon Tullier | 2022 | 853,282 | – | 4,316,984 | 1,762,489 | 2,380,000 | 1,408 | 29,050 | 9,343,213 | ||||||||||||||||||||||||||||||||||||
| 2021 | 779,535 | – | 4,119,771 | 1,262,494 | 1,980,000 | 1,245 | 38,267 | 8,181,312 | |||||||||||||||||||||||||||||||||||||
| 2020 | 725,033 | – | 4,055,546 | 1,000,014 | 913,500 | 1,523 | 29,850 | 6,725,466 | |||||||||||||||||||||||||||||||||||||
Stock Awards
| (1) | Represents restricted stock units |
The table below sets forth the details of the components that make up the fiscal year |
|
| Make-Whole Award | Components of Annual Stock Awards | Additional Information | ||||||||||||||
| Restricted Stock Units Value ($) | Restricted Stock/Units Value ($) | Value of Performance Shares – Expected ($) | Value of Shares – | |||||||||||||
Alfred F. Kelly, Jr. | 7,299,978 | 2,749,981 | 1,833,339 | 3,666,678 | ||||||||||||
Vasant Prabhu | - | 1,387,518 | 1,630,130 | 3,260,260 | ||||||||||||
Ryan McInerney | - | 1,437,465 | 2,926,492 | 5,852,985 | ||||||||||||
Rajat Taneja | - | 1,549,966 | 3,025,352 | 6,050,704 | ||||||||||||
Kelly Mahon Tullier | - | 769,972 | 1,192,189 | 2,384,378 | ||||||||||||
Charles W. Scharf | - | - | 4,276,408 | 8,552,815 | ||||||||||||
| Components of Annual Stock Awards | Additional Information | ||||||||||||||||
|
| Restricted Stock Units Value ($) | Value of Performance Shares – Probable ($) |
| Value of Shares – | |||||||||||||
Alfred F. Kelly, Jr. | 5,324,999 | 9,457,649 |
| 18,915,298 | |||||||||||||
Vasant Prabhu | 2,625,039 | 4,638,555 |
| 9,277,110 | |||||||||||||
Ryan McInerney | 3,337,490 | 5,776,687 |
| 11,553,373 | |||||||||||||
Rajat Taneja | 3,124,980 | 5,460,228 |
| 10,920,455 | |||||||||||||
Kelly Mahon Tullier | 1,762,547 | 2,554,437 |
| 5,108,874 | |||||||||||||
Option Awards
| (2) | Represents stock |
Non-Equity Incentive Plan Compensation
| (3) | Amounts for fiscal year |
Total Annual Incentive Award ($) | Corporate Performance ($) | Individual Performance ($) | ||||||||||
Alfred F. Kelly, Jr. | 5,875,000 | 4,625,000 | 1,250,000 | |||||||||
Vasant M. Prabhu | 3,221,500 | 2,201,500 | 1,020,000 | |||||||||
Ryan McInerney | 2,842,500 | 1,942,500 | 900,000 | |||||||||
Rajat Taneja | 2,820,000 | 1,942,500 | 877,500 | |||||||||
Kelly Mahon Tullier | 1,353,600 | 932,400 | 421,200 | |||||||||
Change in Pension Value and Non-qualified Deferred Compensation Earnings
| (4) | Represents the aggregate positive change in the actuarial present value of accumulated benefits under all pension plans during fiscal year |
All Other Compensation
| (5) | Additional detail describing the “All Other Compensation” for fiscal year |
|
|
All Other Compensation in Fiscal Year 20172022 Table
The following table sets forth additional information with respect to the amounts reported in the “All Other Compensation” column of theExecutive Compensation – Summary Compensation Table for Fiscal Year 2017.2022.
| Car ($)(1) | Corporate Aircraft ($)(2) | 401k Plan Match ($)(3) | Other ($)(4) | Total ($) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Car ($)(1) | 401k Plan Match ($)(2) | Corporate Aircraft ($) | Companion Travel ($) | Relocation ($) | Tax Payments ($) | Other ($)(3) | Total ($) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Alfred F. Kelly, Jr. | 707 | 26,607 | 5,608 | 42,440 | (4) | 75,362 | 93 | 206,985 | 17,885 | 15,000 | 239,963 | ||||||||||||||||||||||||||||||||||||||||||||||
Vasant M. Prabhu | 16,200 | 16,200 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Vasant Prabhu | – | – | 18,300 | 5,096 | 23,396 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Ryan McInerney | 2,676 | 16,200 | 1,190 | 20,066 | 9,935 | 451 | 18,300 | – | 28,686 | ||||||||||||||||||||||||||||||||||||||||||||||||
Rajat Taneja | 16,200 | 1,250 | 17,450 | – | – | 18,300 | 2,083 | 20,383 | |||||||||||||||||||||||||||||||||||||||||||||||||
Kelly Mahon Tullier | 16,200 | 7,150 | 23,350 | – | – | 18,300 | 10,750 | 29,050 | |||||||||||||||||||||||||||||||||||||||||||||||||
Charles W. Scharf | 707 | 707 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (1) | Represents the cost of personal use |
| (2) | Represents the cost of personal use of the corporate aircraft for Mr. Kelly and the incremental cost of companion travel on business-related flights for Mr. Kelly and Mr. McInerney. As described under Compensation Discussion and Analysis – Fiscal Year 2022 Compensation – Perquisites and Other Personal Benefits, Mr. Kelly is required to reimburse the Company for personal use of the aircraft for amounts in excess of $200,000 per fiscal year. |
| (3) | The maximum 401k match for calendar year |
|
|
|
|
| ||
|
|
Grants of Plan-Based Awards in Fiscal Year 20172022 Table
The following table provides information aboutnon-equity incentive awards and long-term equity-based incentive awards granted during fiscal year 20172022 to each of our named executive officers.NEOs. Cash awards are made pursuant to the Visa Inc. Incentive PlanVIP and equity awards are made pursuant to the 2007 Equity Incentive Compensation Plan. Both plans have been approved by our stockholders. There can be no assurance that the grant date fair value of the equity awards will be realized by our named executive officers.NEOs.
Estimated |
Estimated | All (#) (j)(4)
| All (k)(4)(5)
| Exercise
| Grant Awards($)
|
Estimated |
Estimated | All Other Stock Awards: Number of Shares or Stock/ Units (#)(4) | All Other Option Awards: Number of Securities Underlying Options (#)(4)(5) | Exercise or Base Price of Option Awards ($/ Share)(5) | Grant Date Fair Value of Stock and Option Awards($)(6) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Name (a)
| Award
| Grant
| Threshold
| Target
| Maximum
| Threshold
| Target
| Maximum
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Name | Award Type(1) | Grant Date | Approval Date | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares or Stock/ Units (#)(4) | All Other Option Awards: Number of Securities Underlying Options (#)(4)(5) | Exercise or Base Price of Option Awards ($/ Share)(5) | Grant Date Fair Value of Stock and Option Awards($)(6) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Alfred F. Kelly, Jr. | VIP |
|
| 3,875,000 | 7,750,000 |
|
|
|
|
|
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| PS | 11/19/21 | (7) | 11/2/21 |
|
| 8,321 | 16,642 | 33,284 |
|
|
| 2,937,479 | (10) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| PS | 11/19/21 | (8) | 11/2/21 |
|
| 8,230 | 16,460 | 32,920 |
|
|
| 2,927,576 | (10) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| PS | 11/19/21 | (9) | 11/2/21 |
|
| 8,837 | 17,674 | 35,348 |
|
|
| 3,592,594 | (10) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| VIP | 1,562,500 | 3,125,000 | 6,250,000 | RSU | 11/19/21 | 11/2/21 |
|
|
|
|
| 26,511 |
|
| 5,324,999 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| PS | 11/19/16 | (9) | 11,253 | 22,506 | 45,012 | 1,833,339(10) | Option | 11/19/21 | 11/2/21 |
|
|
|
|
|
| 123,387 | 200.86 | 5,325,013 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| RSU | 11/19/16 | 77,951 | 6,300,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Vasant Prabhu | VIP |
|
| 2,200,000 | 4,400,000 |
|
|
|
|
|
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| PS | 11/19/21 | (7) | 11/2/21 |
|
| 3,876 | 7,751 | 15,502 |
|
|
| 1,368,129 | (10) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| PS | 11/19/21 | (8) | 11/2/21 |
|
| 4,216 | 8,431 | 16,862 |
|
|
| 1,499,538 | (10) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| PS | 11/19/21 | (9) | 11/2/21 |
|
| 4,356 | 8,712 | 17,424 |
|
|
| 1,770,888 | (10) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| RSU | 11/19/21 | 11/2/21 |
|
|
|
|
| 13,069 |
|
| 2,625,039 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Option | 11/19/21 | 11/2/21 |
|
|
|
|
|
| 60,824 | 200.86 | 2,624,981 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| RSU | 11/19/16 | 34,026 | 2,749,981 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Option | 11/19/16 | 197,904 | 80.82 | 2,749,995 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| RSU | 2/8/17 | 11,752 | 999,978 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Vasant M. Prabhu | VIP | 850,000 | 1,700,000 | 3,400,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| PS | 11/19/16 | (8) | 4,289 | 8,578 | 17,156 | 697,820 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| PS | 11/19/16 | (9) | 5,723 | 11,445 | 22,890 | 932,310 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| RSU | 11/19/16 | 17,168 | 1,387,518 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Option | 11/19/16 | 99,852 | 80.82 | 1,387,503 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ryan McInerney | VIP | 750,000 | 1,500,000 | 3,000,000 | VIP |
|
| 2,200,000 | 4,400,000 |
|
|
|
|
|
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| PS | 11/19/16 | (7) | 4,952 | 9,904 | 19,808 | 961,480(10) | PS | 11/19/21 | (7) | 11/2/21 |
|
| 4,788 | 9,575 | 19,150 |
|
|
| 1,690,083 | (10) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| PS | 11/19/16 | (8) | 6,141 | 12,281 | 24,562 | 999,059(10) | PS | 11/19/21 | (8) | 11/2/21 |
|
| 5,159 | 10,317 | 20,634 |
|
|
| 1,834,982 | (10) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| PS | 11/19/16 | (9) | 5,929 | 11,858 | 23,716 | 965,953(10) | PS | 11/19/21 | (9) | 11/2/21 |
|
| 5,539 | 11,077 | 22,154 |
|
|
| 2,251,622 | (10) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| RSU | 11/19/16 | 17,786 | 1,437,465 | RSU | 11/19/21 | 11/2/21 |
|
|
|
|
| 16,616 |
|
| 3,337,490 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Option | 11/19/16 | 103,450 | 80.82 | 1,437,500 | Option | 11/19/21 | 11/2/21 |
|
|
|
|
|
| 77,334 | 200.86 | 3,337,503 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Rajat Taneja | VIP | 750,000 | 1,500,000 | 3,000,000 | VIP |
|
| 2,200,000 | 4,400,000 |
|
|
|
|
|
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| PS | 11/19/16 | (7) | 4,652 | 9,304 | 18,608 | 903,232(10) | PS | 11/19/21 | (7) | 11/2/21 |
|
| 4,560 | 9,119 | 18,238 |
|
|
| 1,609,595 | (10) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| PS | 11/19/16 | (8) | 6,642 | 13,283 | 26,566 | 1,080,572(10) | PS | 11/19/21 | (8) | 11/2/21 |
|
| 4,898 | 9,796 | 19,592 |
|
|
| 1,742,317 | (10) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| PS | 11/19/16 | (9) | 6,393 | 12,786 | 25,572 | 1,041,548(10) | PS | 11/19/21 | (9) | 11/2/21 |
|
| 5,186 | 10,372 | 20,744 |
|
|
| 2,108,316 | (10) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| RSU | 11/19/16 | 19,178 | 1,549,966 | RSU | 11/19/21 | 11/2/21 |
|
|
|
|
| 15,558 |
|
| 3,124,980 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Option | 11/19/16 | 111,546 | 80.82 | 1,549,999 | Option | 11/19/21 | 11/2/21 |
|
|
|
|
|
| 72,410 | 200.86 | 3,124,998 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Kelly Mahon Tullier | VIP | 360,000 | 720,000 | 1,440,000 | VIP |
|
| 1,487,500 | 2,975,000 |
|
|
|
|
|
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| PS | 11/19/16 | (7) | 1,426 | 2,852 | 5,704 | 276,872(10) | PS | 11/19/21 | (7) | 11/2/21 |
|
| 1,825 | 3,649 | 7,298 |
|
|
| 644,085 | (10) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| PS | 11/19/16 | (8) | 2,446 | 4,891 | 9,782 | 397,883(10) | PS | 11/19/21 | (8) | 11/2/21 |
|
| 2,028 | 4,055 | 8,110 |
|
|
| 721,222 | (10) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| PS | 11/19/16 | (9) | 3,176 | 6,352 | 12,704 | 517,434(10) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| RSU | 11/19/16 | 9,527 | 769,972 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Option | 11/19/16 | 55,413 | 80.82 | 769,997 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Charles W. Scharf | VIP | n/a | n/a | n/a | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| PS | 11/19/16 | (7) | 12,006 | 24,012 | (11) | 48,024 | 2,331,085(10) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| PS | 11/19/16 | (8) | 11,957 | 23,913 | (11) | 47,826 | 1,945,323(10) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Kelly Mahon Tullier | PS | 11/19/21 | (9) | 11/2/21 |
|
| 2,925 | 5,850 | 11,700 |
|
|
| 1,189,130 | (10) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| RSU | 11/19/21 | 11/2/21 |
|
|
|
|
| 8,775 |
|
| 1,762,547 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Option | 11/19/21 | 11/2/21 |
|
|
|
|
|
| 40,839 | 200.86 | 1,762,489 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (1) |
|
|
|
|
| (2) | Represents the range of possible cash awards under the |
|
| (3) | Represents the range of possible awards of performance shares granted in fiscal year |
| (4) | Equity awards made pursuant to the 2007 Equity Incentive Compensation Plan will vest according to their terms, but may be subject to earlier vesting in full or in part or continued vesting in the event of a termination of a grantee’s employment due to death, |
| (5) | The stock options approved by the Compensation Committee on November |
| (6) | Amounts are not an actual dollar amount received by our |
| (7) | Consistent with the requirements of FASB ASC Topic 718, the amount represents the third of three portions of the performance share award made on November 19, |
| (8) | Consistent with the requirements of FASB ASC Topic 718, the amount represents the second third of the performance share award made on November 19, |
| (9) | Consistent with the requirements of FASB ASC Topic 718, the amount represents the first third of the performance share award made on November 19, |
| (10) | Represents the value of performance shares based on the |
|
Outstanding Equity Awards at 20172022 FiscalYear-End Table
The following table presents information with respect to equity awards made to each of our named executive officersNEOs that were outstanding on September 30, 2017.2022.
| Option Awards | Stock Awards | Option Awards
| Stock Awards
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Name | Award Type(1) | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#)(2) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(3) | Market Value of Shares or Units of Stock That Have Not Vested ($)(4) | Equity Incentive Awards: Number of Unearned Shares or Units of Stock That Have Not Vested (#)(5) | Equity Incentive Awards: Market or Payout Value of Unearned Shares or Units of Stock That Have Not Vested ($)(4) | Award Type(1) | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#)(2) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(3) | Market Value of Shares or Units of Stock That Have Not Vested ($)(4) | Equity Incentive Awards: Number of Unearned Shares or Units of Stock That Have Not Vested (#)(5) | Equity Incentive Awards: Market or Payout Value of Unearned Shares or Units of Stock That Have Not Vested ($)(4) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Alfred F. Kelly, Jr. | PS | Various | (6) |
|
|
|
|
|
| 201,040 | 35,714,756 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| RSU | 11/19/2021 |
|
|
|
| 26,511 | 4,709,679 |
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| RSU | 11/19/2020 |
|
|
|
| 16,460 | 2,924,119 |
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| RSU | 11/19/2019 |
|
|
|
| 8,321 | 1,478,226 |
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Option | 11/19/2021 | – | 123,387 | 200.8600 | 11/19/2031 |
|
|
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Option | 11/19/2020 | 43,235 | 86,472 | 207.5700 | 11/19/2030 |
|
|
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Option | 11/19/2019 | 103,914 | 51,957 | 182.7700 | 11/19/2029 |
|
|
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Option | 11/19/2018 | 166,589 | – | 134.7600 | 11/19/2028 |
|
|
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| PS | 11/19/2016 | (6) | 45,012 | 4,737,063 | Option | 11/19/2017 | 123,728 | – | 109.8200 | 11/19/2027 |
|
|
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| RSU | 2/8/2017 | 11,752 | 1,236,780 | Option | 11/19/2016 | 77,904 | – | 80.8200 | 11/19/2026 |
|
|
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| RSU | 11/19/2016 | 34,026 | 3,580,896 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| RSU | 11/19/2016 | 77,951 | 8,203,563 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| RSU | 11/19/2015 | 2,246 | (7) | 236,369 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| RSU | 11/19/2014 | 2,880 | (7) | 303,091 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Option | 11/19/2016 | 0 | 197,904 | 80.8200 | 11/19/2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Vasant M. Prabhu | PS | Various | (6) | 57,202 | 6,019,938 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| RSU | 11/19/2016 | 17,168 | 1,806,760 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| RSU | 11/19/2015 | 8,578 | 902,749 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| RS | 2/9/2015 | 37,672 | 3,964,601 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Option | 11/19/2016 | 0 | 99,852 | 80.8200 | 11/19/2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Option | 11/19/2015 | 22,781 | 45,562 | 80.1500 | 11/19/2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ryan McInerney | PS | Various | (6) | 132,280 | 13,921,147 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Vasant Prabhu | PS | Various | (6) |
|
|
|
|
|
| 97,654 | 17,348,233 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| RSU | 11/19/2016 | 17,786 | 1,871,799 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| RSU | 11/19/2015 | 12,282 | 1,292,558 | RSU | 11/19/2021 |
|
|
|
| 13,069 | 2,321,708 |
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| RS | 11/19/2014 | 4,956 | 521,569 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Option | 11/19/2016 | 0 | 103,450 | 80.8200 | 11/19/2026 | RSU | 11/19/2020 |
|
|
|
| 8,431 | 1,497,767 |
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Option | 11/19/2015 | 32,616 | 65,234 | 80.1500 | 11/19/2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Option | 11/19/2014 | 51,728 | 25,868 | 62.4650 | 11/19/2024 | RSU | 11/19/2019 |
|
|
|
| 3,876 | 688,571 |
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Option | 11/19/2013 | 35,996 | 0 | 49.3475 | 11/19/2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Option | 6/3/2013 | 98,324 | 0 | 45.0475 | 6/3/2023 | Option | 11/19/2021 | – | 60,824 | 200.8600 | 11/19/2031 |
|
|
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Rajat Taneja | PS | Various | (6) | 134,544 | 14,159,411 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| RSU | 11/19/2016 | 19,178 | 2,018,293 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| RSU | 11/19/2015 | 13,284 | 1,398,008 | Option | 11/19/2020 | 22,145 | 44,290 | 207.5700 | 11/19/2030 |
|
|
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| RS | 11/19/2014 | 4,656 | 489,997 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Option | 11/19/2016 | 0 | 111,546 | 80.8200 | 11/19/2026 | Option | 11/19/2019 | 48,398 | 24,199 | 182.7700 | 11/19/2029 |
|
|
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Option | 11/19/2015 | 35,278 | 70,558 | 80.1500 | 11/19/2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Option | 11/19/2014 | 48,596 | 24,300 | 62.4650 | 11/19/2024 | Option | 11/19/2018 | 62,773 | – | 134.7600 | 11/19/2028 |
|
|
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Option | 2/4/2014 | 227,224 | 0 | 53.6350 | 2/4/2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Kelly Mahon Tullier | PS | Various | (6) | 49,396 | 5,198,435 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| RSU | 11/19/2016 | 9,527 | 1,002,621 | Option | 11/19/2017 | 111,844 | – | 109.8200 | 11/19/2027 |
|
|
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| RSU | 11/19/2015 | 4,891 | 514,729 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| RS | 11/19/2014 | 1,428 | 150,283 | Option | 11/19/2016 | 99,852 | – | 80.8200 | 11/19/2026 |
|
|
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Option | 11/19/2016 | 0 | 55,413 | 80.8200 | 11/19/2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Option | 11/19/2015 | 12,989 | 25,979 | 80.1500 | 11/19/2025 | Option | 11/19/2015 | 53,343 | – | 80.1500 | 11/19/2025 |
|
|
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Option | 11/19/2014 | 14,904 | 7,456 | 62.4650 | 11/19/2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Option | 6/16/2014 | 124,520 | 0 | 52.5600 | 6/16/2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ryan McInerney | PS | Various | (6) |
|
|
|
|
|
| 120,872 | 21,472,911 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| RSU | 11/19/2021 |
|
|
|
| 16,616 | 2,951,832 |
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| RSU | 11/19/2020 |
|
|
|
| 10,318 | 1,832,993 |
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| RSU | 11/19/2019 |
|
|
|
| 4,788 | 850,588 |
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Option | 11/19/2021 | – | 77,334 | 200.8600 | 11/19/2031 |
|
|
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Option | 11/19/2020 | 27,101 | 54,203 | 207.5700 | 11/19/2030 |
|
|
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Option | 11/19/2019 | 59,786 | 29,893 | 182.7700 | 11/19/2029 |
|
|
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Option | 11/19/2018 | 70,499 | – | 134.7600 | 11/19/2028 |
|
|
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Option | 11/19/2017 | 125,825 | – | 109.8200 | 11/19/2027 |
|
|
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Option | 11/19/2016 | 103,450 | – | 80.8200 | 11/19/2026 |
|
|
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Option | 11/19/2015 | 97,850 | – | 80.1500 | 11/19/2025 |
|
|
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Option | 11/19/2014 | 58,197 | – | 62.4650 | 11/19/2024 |
|
|
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Option Awards
| Stock Awards
| |||||||||||||||||||||||||||||||||||||
Name | Award Type(1) | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#)(2) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(3) | Market Value of Shares or Units of Stock That Have Not Vested ($)(4) | Equity Incentive Awards: Number of Unearned Shares or Units of Stock That Have Not Vested (#)(5) | Equity Incentive Awards: Market or Payout Value of Unearned Shares or Units of Stock That Have Not Vested ($)(4) | ||||||||||||||||||||||||||||
Rajat Taneja | PS | Various | (6) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 114,642 | 20,366,151 | |||||||||||||||
| RSU | 11/19/2021 |
|
|
|
|
|
|
|
|
|
|
|
| 15,558 | 2,763,879 |
|
|
|
|
|
| |||||||||||||||||
| RSU | 11/19/2020 |
|
|
|
|
|
|
|
|
|
|
|
| 9,796 | 1,740,259 |
|
|
|
|
|
| |||||||||||||||||
| RSU | 11/19/2019 |
|
|
|
|
|
|
|
|
|
|
|
| 4,560 | 810,084 |
|
|
|
|
|
| |||||||||||||||||
| Option | 11/19/2021 | – | 72,410 | 200.8600 | 11/19/2031 |
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
| Option | 11/19/2020 | 25,730 | 51,461 | 207.5700 | 11/19/2030 |
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
| Option | 11/19/2019 | 56,939 | 28,470 | 182.7700 | 11/19/2029 |
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
| Option | 11/19/2018 | 66,153 | – | 134.7600 | 11/19/2028 |
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
| Option | 11/19/2017 | 118,835 | – | 109.8200 | 11/19/2027 |
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
| Option | 11/19/2016 | 111,546 | – | 80.8200 | 11/19/2026 |
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
| Option | 2/4/2014 | 71,721 | – | 53.6350 | 2/4/2024 |
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
Kelly Mahon Tullier | PS | Various | (6) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 49,806 | 8,848,036 | |||||||||||||||
| RSU | 11/19/2021 |
|
|
|
|
|
|
|
|
|
|
|
| 8,775 | 1,558,879 |
|
|
|
|
|
| ||||||||||||||||
| RSU | 11/19/2020 |
|
|
|
|
|
|
|
|
|
|
|
| 4,055 | 720,371 |
|
|
|
|
|
| ||||||||||||||||
| RSU | 11/19/2019 |
|
|
|
|
|
|
|
|
|
|
|
| 1,824 | 324,034 |
|
|
|
|
|
| ||||||||||||||||
| Option | 11/19/2021 | – | 40,839 | 200.8600 | 11/19/2031 |
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
| Option | 11/19/2020 | 10,650 | 21,302 | 207.5700 | 11/19/2030 |
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
| Option | 11/19/2019 | 22,776 | 11,388 | 182.7700 | 11/19/2029 |
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
| Option | 11/19/2018 | 36,698 | – | 134.7600 | 11/19/2028 |
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
| Option | 11/19/2017 | 55,922 | – | 109.8200 | 11/19/2027 |
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
|
| Option | 11/19/2016 | 55,413 | – | 80.8200 | 11/19/2026 |
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
| (1) | “PS, |
|
|
| (2) | Stock options |
| (3) | Restricted stock |
| (4) | The value shown is based on the September 30, |
| (5) | Represents unearned shares under the performance share awards made |
| (6) | The following table provides additional information as to the number of shares reported for performance shares as of September 30, |
Date when the Number of Performance | Date when Conditions for Grant were Established | Vest Date | Date when the Number of Performance Shares was Established
| Date when Conditions for Grant were Established
| Vest Date
| |||||||||||||||||||||||||||||||||||
| November 19, 2014 | November 19, 2015 | November 19, 2016 | To be established in Fiscal Year | To be established in Fiscal Year | November 19,
| November 19,
| November 19,
|
To be Established in Fiscal Year
|
To be Established in Fiscal Year
| |||||||||||||||||||||||||||||||
Alfred F, Kelly, Jr. | 11/19/2016 | 45,012 | 45,012 | 45,012 | 11/30/2019 | |||||||||||||||||||||||||||||||||||
| Total | 45,012 | |||||||||||||||||||||||||||||||||||||||
Vasant M. Prabhu | 11/19/2015 | 17,156 | 17,156 | 17,154 | 11/30/2018 | |||||||||||||||||||||||||||||||||||
Alfred F. Kelly, Jr. | 11/19/2019(a) | 33,284 | 33,284 | 33,284 |
|
| 11/30/2022 | |||||||||||||||||||||||||||||||||
| 11/19/2020(b) |
| 32,920 | 32,920 | 32,922 |
| 11/30/2023 | |||||||||||||||||||||||||||||||||
| 11/19/2021(b) |
|
| 35,348 | 35,348 | 35,348 | 11/30/2024 | |||||||||||||||||||||||||||||||||
|
| Total |
| 201,040 |
|
|
|
| |||||||||||||||||||||||||||||||||
Vasant Prabhu | 11/19/2019(a) | 15,502 | 15,502 | 15,502 |
|
| 11/30/2022 | |||||||||||||||||||||||||||||||||
| 11/19/2020(b) |
| 16,862 | 16,862 | 16,862 |
| 11/30/2023 | |||||||||||||||||||||||||||||||||
| 11/19/2021(b) |
|
| 17,424 | 17,424 | 17,428 | 11/30/2024 | |||||||||||||||||||||||||||||||||
| 11/19/2016 | 22,890 | 22,890 | 22,892 | 11/30/2019 | Total |
| 97,654 |
|
|
|
| |||||||||||||||||||||||||||||
| Total | 57,202 | |||||||||||||||||||||||||||||||||||||||
Ryan McInerney | 11/19/2014(a) | 19,816 | 19,816 | 19,808 | 11/30/2017 | 11/19/2019(a) | 19,150 | 19,150 | 19,150 |
|
| 11/30/2022 | ||||||||||||||||||||||||||||
| 11/19/2020(b) |
| 20,634 | 20,634 | 20,638 |
| 11/30/2023 | |||||||||||||||||||||||||||||||||
| 11/19/2021(b) |
|
| 22,154 | 22,154 | 22,156 | 11/30/2024 | |||||||||||||||||||||||||||||||||
| 11/19/2015 | 24,562 | 24,562 | 24,562 | 11/30/2018 | ||||||||||||||||||||||||||||||||||||
| 11/19/2016 | 23,716 | 23,716 | 23,714 | 11/30/2019 | Total |
| 120,872 |
|
|
|
| |||||||||||||||||||||||||||||
| Total | 132,280 | |||||||||||||||||||||||||||||||||||||||
Rajat Taneja | 11/19/2014(a) | 18,616 | 18,616 | 18,608 | 11/30/2017 | 11/19/2019(a) | 18,238 | 18,238 | 18,238 |
|
| 11/30/2022 | ||||||||||||||||||||||||||||
| 11/19/2015 | 26,566 | 26,566 | 26,568 | 11/30/2018 | ||||||||||||||||||||||||||||||||||||
| 11/19/2016 | 25,572 | 25,572 | 25,570 | 11/30/2019 | 11/19/2020(b) |
| 19,592 | 19,592 | 19,592 |
| 11/30/2023 | |||||||||||||||||||||||||||||
| Total | 134,544 | |||||||||||||||||||||||||||||||||||||||
| 11/19/2021(b) |
|
| 20,744 | 20,744 | 20,744 | 11/30/2024 | |||||||||||||||||||||||||||||||||
|
| Total |
| 114,642 |
|
|
|
| |||||||||||||||||||||||||||||||||
Kelly Mahon Tullier | 11/19/2014(a) | 5,712 | 5,712 | 5,704 | 11/30/2017 | 11/19/2019(a) | 7,294 | 7,294 | 7,298 |
|
| 11/30/2022 | ||||||||||||||||||||||||||||
| 11/19/2015 | 9,782 | 9,782 | 9,780 | 11/30/2018 | ||||||||||||||||||||||||||||||||||||
| 11/19/2016 | 12,704 | 12,704 | 12,702 | 11/30/2019 | 11/19/2020(b) |
| 8,110 | 8,110 | 8,110 |
| 11/30/2023 | |||||||||||||||||||||||||||||
| Total | 49,396 | |||||||||||||||||||||||||||||||||||||||
| 11/19/2021(b) |
|
| 11,700 | 11,700 | 11,700 | 11/30/2024 | |||||||||||||||||||||||||||||||||
|
| Total |
| 49,806 |
|
|
|
| |||||||||||||||||||||||||||||||||
| (a) | Displayed at maximum possible award (200% of target); following the completion of the performance period, the final result was determined to be |
| (b) |
|
Option Exercises and Stock Vested Table for Fiscal Year 20172022
The following table provides additional information about the value realized by our named executive officersNEOs on stock option award exercises, restricted stock and restricted stock units vesting, and performance shares vesting during the fiscal year ended September 30, 2017.2022.
| Option Awards | Stock Awards | Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||
| Name | Number of (#) | Value Realized ($) | Number of (#) | Value ($)(1) | Number of (#) | Value Realized ($) | Number of (#) | Value ($)(1) | ||||||||||||||||||||||||||||
Alfred F. Kelly, Jr. | - | - | 2,246 | (2) | 181,522 | 72,000 | 8,154,600 | 97,685 | 19,121,398 | |||||||||||||||||||||||||||
Vasant M. Prabhu | - | - | 41,961 | 3,570,607 | ||||||||||||||||||||||||||||||||
Vasant Prabhu | – | – | 38,664 | 7,577,790 | ||||||||||||||||||||||||||||||||
Ryan McInerney | - | - | 38,430 | 3,019,470 | 64,173 | 10,620,043 | 44,282 | 8,683,052 | ||||||||||||||||||||||||||||
Rajat Taneja | - | - | 62,565 | 5,326,194 | – | – | 41,676 | 8,172,642 | ||||||||||||||||||||||||||||
Kelly Mahon Tullier | - | - | 30,033 | 2,776,503 | – | – | 21,724 | 4,253,425 | ||||||||||||||||||||||||||||
Charles W. Scharf | 944,714 | 37,541,708 | 127,842 | 10,003,715 | ||||||||||||||||||||||||||||||||
| (1) | Amounts reflect the aggregate market value of Class A common stock on the day on which the restricted stock |
|
Pension Benefits Table for Fiscal Year 20172022
The following table shows the present value of accumulated benefits payable to our named executive officersNEOs and the number of years of service credited to each executive under the Visa Retirement Plan and the Visa Excess Retirement Benefit Plan. The value of the benefits is determined using interest rate and mortality rate assumptions consistent with those used in the Company’s fiscal year 2022 audited consolidated financial statements.
| Name | Plan Name | Number of Years Credited Service (#) | Present ($) | Payments ($) | Plan Name | Number of Years Credited Service (#) | Present ($) | Payments ($) | ||||||||||||
Vasant M. Prabhu | Visa Retirement Plan | 0.8 | 31,314 | - | ||||||||||||||||
Vasant Prabhu | Visa Retirement Plan | 0.8 | 37,142 | – | ||||||||||||||||
Ryan McInerney | Visa Retirement Plan | 2.5 | 85,087 | - | Visa Retirement Plan | 2.5 | 101,165 | – | ||||||||||||
| Visa Excess Retirement Benefit Plan | 2.5 | – | – | ||||||||||||||||
| Visa Excess Retirement Benefit Plan | 2.5 | - | - | |||||||||||||||||
Rajat Taneja | Visa Retirement Plan | 2.1 | 45,406 | - | Visa Retirement Plan | 2.1 | 53,895 | – | ||||||||||||
| Visa Excess Retirement Benefit Plan | 2.1 | - | - | |||||||||||||||||
| Visa Excess Retirement Benefit Plan | 2.1 | – | – | ||||||||||||||||
Kelly Mahon Tullier | Visa Retirement Plan Visa Excess Retirement Benefit Plan | | 1.5 1.5 |
| | 39,756 - |
| - - | Visa Retirement Plan | 1.5 | 47,201 | – | ||||||||
Charles W. Scharf | Visa Retirement Plan | 3.2 | 316,648 | - | ||||||||||||||||
| Visa Excess Retirement Benefit Plan | 3.2 | - | - | |||||||||||||||||
|
| Visa Excess Retirement Benefit Plan | 1.5 | – | – | ||||||||||||||||
Note: Employer credits under the under the Visa Retirement Plan were discontinued effective December 31, 2015. The number of years credited service differs from the years of vesting service as employer provided service credits ceased on December 31, 2015. Vesting service is as follows for each executive: Mr. Prabhu – 2.6 years, Mr. McInerney – 4.3 years, Mr. Taneja – 3.8 years, Ms. Mahon Tullier – 3.3 years, Mr. Scharf – 4.1 years. Benefit accruals under the Visa Excess Retirement Benefit Plan were discontinued effective February 1, 2014. Each of the executives except Mr. Kelly is fully vested under the Visa Retirement Plan. Mr. Kelly is not an eligible participant in the Visa Retirement Plan or the Visa Excess Retirement Benefit Plan.
Under the Visa Retirement Plan, ourcertain U.S.-based employees, including our named executive officers,NEOs, other than Mr. Kelly, generally earn the right to receive certain benefits:
upon retirement at the normal retirement age of 65;
upon early retirement at or after age 55 (or at or after age 50 if hired prior to October 1, 2002) and having completed at least ten years of service with us; or
upon an earlier termination of employment, but solely if the employee is vested at that time.
Prior to January 1, 2011, retirement benefits were calculated as the product of 1.25% times the employee’s years of service multiplied by the employee’s monthly final average earnings for the last 60 consecutive months before retirement (or, for employees hired prior to October 1, 2002, the product of 46.25% times the employee’s years of service divided by 25 years, multiplied by the employee’s monthly final average earnings for the 36 highest consecutive months in the last 60 months before retirement). Eligible earnings include salary, overtime, shift differentials, special and merit awards, and short-term cash incentive awards. The formula below provides an illustration of how the retirement benefits are calculated.
For employees hired on or before September 30, 2002
 |
| |
|
For employees hired after September 30, 2002
|
| |
|
If an employee retires early, that is, between the ages of 55 and 64 (or between the ages of 50 and 61 if hired prior to October 1, 2002), and has completed at least ten years of service with the Company, the amount of that employee’s benefits is reduced for each complete year that the employee begins receiving early retirement benefits before the age of 65 (or before the age of 62 if hired prior to October 1, 2002). If an employee retires prior to becoming eligible for early or normal retirement, the amount of his or her benefits is actuarially reduced and is generally not as large as if the employee had continued employment until his or her early or normal retirement date.
The Visa Retirement Plan began transitioning to cash balance benefits effective January 1, 2008 and completed the transition effective January 1, 2011. The change to a cash balance benefit formula took effect immediately for employees hired or rehired after December 31, 2007. However, for employees hired before January 1, 2008 (and not rehired thereafter), the applicable Visa Retirement Plan benefit formula described above was grandfathered for a three-year period, and grandfathered employees continued to accrue benefits under that benefit formula. Their accrued benefits at December 31, 2010 (the last day of the grandfathered period) or the date they terminated employment, if earlier, were preserved. Because we completed the conversion to a cash balance plan formula beginning on January 1, 2011, all benefit accruals from that date until December 31, 2015 were under the cash balance benefit formula.
Prior to January 1, 2016, under the cash balance plan formula, 6% of an employee’s eligible monthly pay was credited each month to the employee’s notional cash balance account, along with interest each month on the
account balance at an annualized rate equal to the30-year U.S. Treasury Bond average annual interest rate for November of the previous calendar year. The employer providedemployer-provided credits described above ceased after December 31, 2015 and the Visa Retirement Plan had no new participants after that date. Interest credits continue to be provided on balances existing at the time of this freeze. Accrued benefits under the Visa Retirement Plan become fully vested and nonforfeitable after three years of service.
Visa Excess Retirement Benefit Plan
Prior to February 1, 2014, we also provided for benefit accruals under an excess retirement benefit plan. To the extent that an employee’s annual retirement income benefit under the Visa Retirement Plan exceeds the limitations imposed by the Internal Revenue Code, such excess benefit is paid from ournon-qualified, unfunded, noncontributory Visa Excess Retirement Benefit Plan. The vesting provisions of, and formula used to calculate the benefit payable pursuant to, the Visa Excess Retirement Benefit Plan are generally the same as those of the Visa
Retirement Plan described above, except that benefits are calculated without regard to the Internal Revenue Codetax-qualified plan limits and then offset for benefits paid under the qualified plan. Effective February 1, 2014, we discontinued benefit accruals under the Visa Excess Retirement Benefit Plan.
Non-qualified Deferred Compensation for Fiscal Year 20172022
Visa Deferred Compensation Plan
Under the terms of the Visa Deferred Compensation Plan, eligible participants are able to defer up to 100% of their cash incentive awards orsign-on bonuses, if they submit a qualified deferral election. Benefits under the Visa Deferred Compensation Plan will be paid based on one of the following three distribution dates or events previously elected by the participant: (i) immediately upon, or up to five years following, retirement; (ii) immediately upon, or in the January following, termination; or (iii) if specifically elected by the participant, in January in a specified year while actively employed. However, upon a showing of financial hardship and receipt of approval from the plan administrator, a plan participant may be allowed to access funds in his or her deferred compensation account earlier than his or her existing distribution election(s). Benefits can be received either as a lump sum payment or in annual installments, except in the case ofpre-retirement termination, in which case the participant must receive the benefit in a lump sum. Participants are always fully vested in their deferrals under the Visa Deferred Compensation Plan. Upon termination of the Visa Deferred Compensation Plan within 12 months of a “change of control,” participants’ benefits under the Visa Deferred Compensation Plan will be paid immediately in a lump sum.
Visa Directors Deferred Compensation
Under the terms of the Visa Directors Deferred Compensation Plan, non-employee directors are able to defer up to 100% of their fees payable in cash if they submit a qualified deferral election. Unless a participant’s separation from service constitutes his or her “retirement,” the participant’s benefits under the Visa Directors Deferred Compensation Plan will be paid in a lump sum in cash, as previously elected by the participant, either (i) within 90 days following the date of the separation from service, or (ii) on the next January 1 following the separation from service. Participants are always fully vested in their deferrals under the Visa Directors Deferred Compensation Plan. Upon termination of the Visa Director Deferred Compensation Plan within 12 months of a “change of control,” participants’ benefits under the Visa Director Deferred Compensation Plan will be paid immediately in a lump sum. Further, under the terms of the restricted stock unit award agreements applicable to directors, provided they submit a qualified deferral election, directors are eligible to defer settlement of the restricted stock units they receive for service on the Board until the later of (i) the first anniversary of the grant date or (ii) a date or dates during their service or following their separation from service, subject to earlier settlement upon the participant’s death or following a change in control.
Visa 401k Plan and Visa Excess 401k Plan
The Visa 401k Plan is atax-qualified 401(k) retirement savings plan pursuant to which all of our U.S.-based employees, including our named executive officers,NEOs, are able to contribute up to 50%, or 13% for highly compensated employees, of their salary up to the limit prescribed by the Internal Revenue Code to the Visa 401k Plan on apre-tax basis. Employees also have the option of contributing on anafter-tax basis from 1% up to 50%, or 13% for highly compensated employees, of salary or a combination ofpre-tax and after taxafter-tax contributions that do not exceed 50%, or 13% for highly compensated employees, of salary. All contributions are subject to the Internal Revenue Code limits. If an employee reaches the statutorypre-tax contribution limit during the calendar year, an employee may continue to make contributions to the Visa 401k Plan on anafter-tax basis, subject to any applicable statutory limits.
During fiscal year 2017,2022, we contributed a matching amount equal to 200% of the first 3% of paysalary that was contributed by employeessenior executives, including NEOs, to the Visa 401k Plan. All other employees were eligible for a matching amount equal to 200% of the first 5% of salary contributed to the Visa 401k Plan. Starting January 1, 2023, the matching amount for senior executives, including NEOs, will be equal to 200% of the first 5% of salary
contributed. This change reduces administration, promotes consistency between plan participants, and provides our executive leadership with the same matching percentage that was already provided to other participants. All employee and matching contributions to the Visa 401k Plan are fully vested upon contribution.
Prior to February 1, 2014, we also provided for a contribution in an excess 401k plan. Because the Internal Revenue Code limits the maximum amount a company and an employee can contribute to an employee’s 401(k) plan account each year, we continued to provide the matching contribution, after the applicable Internal Revenue Code limits are reached, to the Visa Excess 401k Plan, which is anon-qualified noncontributory retirement savings plan. Employees are eligible to participate in the Visa Excess 401k Plan if their salaries are greater than the Internal Revenue Code pay cap or if the total of their contributions and our matching contributions to the Visa 401k Plan exceed the Internal Revenue Code benefit limit. The features of the Visa Excess 401k Plan are generally the same as under the Visa 401k Plan, except that benefits cannot be rolled over to an IRA or another employer’s qualified plan. Effective February 1, 2014, we discontinued any future contributions to the Visa Excess 401k Plan.
The following table provides information about each of our named executive officer’sNEO’s contributions, earnings, distributions, and balances under the Visa Deferred Compensation Plan, and the Visa Excess 401k Plan, the Director Deferred Compensation Plan, and the 2007 Equity Incentive Compensation Plan in fiscal year 2017.2022.
| Name | Plan Name | Executive Contributions in Last Fiscal Year ($) | Registrant Contributions in Last Fiscal Year ($) | Aggregate Earnings in Last Fiscal Year ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year-End ($) | Plan Name | Executive Contributions in Last Fiscal Year ($)(1) | Aggregate Earnings in Last Fiscal Year ($)(2) | Aggregate Withdrawals/ Distributions ($)(3) | Aggregate Balance at Last Fiscal Year-End ($)(4) | |||||||||||||||||||||||||
Alfred F. Kelly, Jr. | Excess 401k Plan | - | - | - | - | - | Excess 401k Plan | – | – | – | – | |||||||||||||||||||||||||
| Deferred Compensation Plan | - | - | - | - | - | |||||||||||||||||||||||||||||||
Director Deferred Compensation Plan | 36,250 | - | 1,702 | - | 279,973 | Deferred Compensation Plan | 1,280,000 | (1) | -1,414,153 | – | 4,392,780 | |||||||||||||||||||||||||
Vasant M. Prabhu | Excess 401k Plan | - | - | - | - | - | ||||||||||||||||||||||||||||||
| Deferred Compensation Plan | - | - | - | - | - | |||||||||||||||||||||||||||||||
| 2007 Equity Incentive Compensation Plan | – | -116,898 | (5) | 224,171 | 444,125 | ||||||||||||||||||||||||||||||
| Director Deferred Compensation Plan | – | 992 | 58,638 | 148,068 | |||||||||||||||||||||||||||||||
Vasant Prabhu | Excess 401k Plan Deferred Compensation Plan | | – – |
| | – – |
| | – – |
| | – – |
| |||||||||||||||||||||||
Ryan McInerney | Excess 401k Plan | - | - | 1,775 | - | 15,068 | Excess 401k Plan | – | -4,303 | – | 21,216 | |||||||||||||||||||||||||
| Deferred Compensation Plan | - | - | - | - | - | Deferred Compensation Plan | – | – | – | – | ||||||||||||||||||||||||||
Rajat Taneja | Excess 401k Plan | - | - | - | - | - | Excess 401k Plan | – | – | – | – | |||||||||||||||||||||||||
| Deferred Compensation Plan | 932,110 | - | 156,782 | - | 1,088,892 | |||||||||||||||||||||||||||||||
| Deferred Compensation Plan | 3,521,100 | (1) | -2,400,561 | 2,572,100 | 8,893,623 | ||||||||||||||||||||||||||||||
Kelly Mahon Tullier | Excess 401k Plan | - | - | - | - | - | Excess 401k Plan | – | – | – | – | |||||||||||||||||||||||||
| Deferred Compensation Plan | - | - | 33,363 | - | 2,912,944 | |||||||||||||||||||||||||||||||
Charles W. Scharf | Excess 401k Plan | - | - | 7,071 | - | 60,011 | ||||||||||||||||||||||||||||||
| Deferred Compensation Plan | - | - | - | - | - | Deferred Compensation Plan | 1,881,000 | (1) | -1,157,614 | – | 4,129,397 | |||||||||||||||||||||||||
| (1) | These amounts were previously reported in the Summary Compensation Table for fiscal year 2021. |
| (2) | The aggregate earnings were not included in the Summary Compensation Table for fiscal year 2022 as they do not represent above-market or preferential earnings. |
| (3) | Amounts in this column for Mr. Kelly that correspond to the 2007 Equity Incentive Compensation Plan include the value of shares delivered upon settlement of restricted stock units that Mr. Kelly received for his service as a non-employee director of the Company and include the value of dividend equivalents paid quarterly on the deferred restricted stock units. The restricted stock units were fully vested, but settlement was deferred until January 15, 2022. Such amounts reflect the aggregate market value of Class A common stock on January 15, 2022, the day on which the shares subject to the restricted stock units were delivered. Amounts in this column for Mr. Kelly that correspond to the Director Deferred |
Compensation Plan include deferred director fees paid in cash. Amounts in this column for Mr. Taneja correspond to cash incentive compensation deferrals under the Deferred Compensation Plan. |
| (4) | Amounts in this column include values reported in the Summary Compensation Table when earned if that officer’s compensation was required to be disclosed in a previous year as follows: Mr. Kelly: $2,989,125; Mr. McInerney: $10,951; and Mr. Taneja: $5,110,800. This column also includes the value of restricted stock units Mr. Kelly was granted on November 19, 2014 and November 19, 2015 for his service as a non-employee director of the Company, as disclosed in the proxy statements filed with the SEC on December 11, 2015 and December 8, 2016, respectively, under Compensation of Non-Employee Directors – Equity Compensation. The restricted stock units are fully vested, but settlement of the shares has been deferred. The shares subject to the award granted on November 19, 2014 are scheduled to be settled in five annual installments, and the third of such five installments occurred on January 15, 2022. The shares subject to the award granted on November 19, 2015 are scheduled to be settled in five annual installments, and the second of such five installments occurred January 15, 2022. The reported value is based on the September 30, 2022 per share closing price of our Class A common stock of $177.65. |
| (5) | Represents the change in market value of the shares of our Class A common stock underlying the deferred restricted stock units held by Mr. Kelly as of September 30, 2022, calculated as the difference between (a) the per share closing price of our Class A common stock on September 30, 2021 and (b) the per share closing price of our Class A common stock on September 30, 2022. Also represents the change in market value of the shares of our Class A common stock that settled on January 15, 2022, calculated as the difference between (c) the per share closing price of our Class A common stock on September 30, 2021 and (d) the per share closing price of our Class A common stock on January 15, 2022. Includes additional earnings in the form of dividend equivalents, which are paid quarterly on deferred restricted stock units. |
The following table shows the funds available under the Visa Deferred Compensation Plan, the Visa Director Deferred Compensation Plan, and the Excess 401k Plan and their annual rate of return for fiscal year 2017,2022, as reported by the administrator of the plans.
Name of Fund | Rate of Return (%) | |||||||
| -15.66 | % | ||||||
Dodge & Cox Income | -13.62 | % | ||||||
Dodge & Cox International Stock | -17.71 | % | ||||||
Fidelity Balanced Fund – Class K | -16.86 | % | ||||||
| ||||||||
PIMCO Total Return | -15.65 | % | ||||||
Fidelity 500 Index Fund – Institutional Premium Class | -15.49 | % | ||||||
T. Rowe Price Institutional Large Cap Growth Fund | -31.08 | % | ||||||
Vanguard Extended Market Index Fund – Institutional Plus Shares | -29.54 | % | ||||||
Vanguard Federal Money Market Fund | 0.67 | % | ||||||
| ||||||||
Vanguard Total Bond Market Index Fund – Institutional Shares | -14.65 | % | ||||||
Vanguard Total Stock Market Index Fund – Institutional Shares | -18.01 | % | ||||||
Vanguard Total International Stock Index Fund – Institutional Plus Shares | -25.20 | % | ||||||
Vanguard Value Index Fund – Institutional Shares | -6.63 | % | ||||||
| (1) |
|
This fund is not available under the Visa Deferred Compensation Plan or the Director Deferred Compensation Plan. |
| (2) | This fund is not available under the Visa Excess 401k Plan. |
Employment Arrangements and Potential Payments upon Termination or Change of Control
The following discussion relates only to the offer letters with our named executive officers under which we still have outstanding obligations during fiscal year 2017. We do not have fixed-term employment agreements with our named executive officers.
Offer Letters with Alfred F. Kelly, Jr. and Vasant M. Prabhu
We executed offer letters with each of Mr. Kelly and Mr. Prabhu in connection with their employment by Visa. Each of these offer letters was the result of negotiations with the Company, during which the Compensation Committee consulted with FW Cook, its independent compensation consultant, and legal counsel with expertise in executive compensation matters. In connection with the negotiation of the offer letters the Compensation Committee also reviewed relevant market data, the compensation levels of our other executive officers, and the terms of each executive’s compensation arrangements with his previous employer, including the value each would forfeit with such employer by agreeing to join Visa.
Alfred F. Kelly, Jr.
On October 17, 2016, we entered into an offer letter agreement with Alfred F. Kelly, Jr. under which he became Chief Executive Officer Designate as of October 31, 2016 and was appointed as our Chief Executive Officer effective as of December 1, 2016. Pursuant to the terms of the offer letter, Mr. Kelly receives an annual base salary of $1,250,000 and is eligible to participate in our annual incentive plan for fiscal year 2017, with a target bonus of 250% of his base salary and a maximum bonus opportunity of 500% of his base salary. Mr. Kelly received a long-term equity incentive award with an aggregate grant date value of $11,000,000, with $5,500,000
in performance shares, $2,750,000 in stock options and $2,750,000 in restricted stock units. This award was made at the same time and in the same general form as awards to other senior executives of the Company on November 19, 2016, except that the provisions to qualify for retirement treatment were defined as age 60 and four years of service and six months of service from the date of grant. The standard provisions are age 55 and five years of service and six months of service from the date of grant.
On November 19, 2016, as required under the terms of his offer letter, Mr. Kelly received aone-time “make-whole” equity award with a grant date value of $6,300,000 to compensate him for certain forfeited bonus opportunities with his prior employer. On February 8, 2017, Mr. Kelly received an additional make-whole equity award of $1,000,000, after his prior employer failed to exercise certain call rights such that Mr. Kelly was unable to recover the cash value of his original equity investment in his prior employer. These make-whole awards comprised of restricted stock units, which converted into 89,703 shares. The shares subject to the make-whole awards vest in three substantially equal installments on each of the three anniversaries of the first quarterly grant date after Mr. Kelly’s commencement of employment, assuming his continued employment by the Company through each such date; provided, that upon the termination of his employment by the Company without “cause” or his resignation of employment for “good reason” (each term as defined in the offer letter agreement), and subject to a release of claims against the Company and its affiliates in the form attached to our Executive Severance Plan, Mr. Kelly will be entitled to twelve additional months of vesting. Further, in the event of Mr. Kelly’s death or “disability” (as defined in the Executive Severance Plan), the make-whole awards will become fully vested. The make-whole awards will otherwise be subject to the terms and conditions of our equity incentive plan and their corresponding individual award agreements.
In November 2016, we also entered into an aircraft time-sharing agreement with Mr. Kelly, which governs Mr. Kelly’s personal use of the Company’s aircraft during his employment and his reimbursement of the Company for the costs of any such use. Please see the section entitled “Compensation Discussion and Analysis –Perquisites and Other Personal Benefits” for additional information regarding this agreement.
Vasant M. Prabhu
On January 27, 2015, we executed an offer letter with Vasant M. Prabhu under which he became our Executive Vice President and Chief Financial Officer on February 9, 2015. As negotiated in connection with the offer letter, and in order to compensate him for forfeited incentives from his prior employer, Mr. Prabhu was entitled to receive aone-time cashsign-on bonus of $2,500,000, a payment in the amount of $7,500,000 in January 2017, and aone-time make-whole equity award structured in value and vesting to replicate the compensation he forfeited by leaving his former employer to join Visa. The make-whole equity award is comprised of restricted stock with a grant date value of approximately $7,500,000, which converted into 113,012 shares. The shares subject to the make-whole award vest in three substantially equal annual installments beginning on the first anniversary of the date of grant. Because the grant of the make-whole equity award and thesign-on bonus areone-time events, they are not considered to be a part of Mr. Prabhu’s ongoing target annual compensation.
Pursuant to the terms of their offer letters, each of Mr. Kelly and Mr. Prabhu, are also eligible to participate in the Visa Inc. Executive Severance Plan, the terms of which are discussed below.
Executive Severance Plan
We believe that it is appropriate to provide severance pay to an executive officer whose employment is involuntarily terminated by us without “cause,” and, in some cases,“cause” or whose employment is voluntarily terminated by the executive for “good reason” within two years following a change of control (each as defined in the Visa Inc. Executive Severance Plan),. These severance benefits are intended to secure the continued services of executive officers, provide transition income replacement that will allowthem with certain benefits in the executiveevent of a covered termination, and encourage their continued dedication to focus on our business priorities.their duties notwithstanding the possibility or occurrence of a change in control. We believe the level of severance provided by thisour Executive Severance Plan is reasonable, responsible in value, consistent with the practices of our compensation peer group, and is necessary to attract and retain key high-performing employees.
Our named executive officersNEOs are participants in the Executive Severance Plan, which provides for a capped, lump sum severance upon a qualifying termination of two times the sum of the executive’s base salary and target annual
incentive award, and a prorated bonus for any partial performance period under the annual incentive plan, along with continued health benefits for two years post-termination. These benefits are subject to the NEO’s timely execution and non-revocation of a waiver and release of claims. For purposes of the plan, a qualifying termination is limited to an involuntary termination by us without cause at any time or a resignation by the participant for good reason within two years following a change of control. Executive Severance Plan participants are required to comply with certain restrictive covenants, including obligations to uphold confidentiality and to abstain from soliciting Visa’s employees, customers, and clients for eighteen months following a qualifying termination of the participant’s employment. Participants are also generally bound by the confidentiality, intellectual property, and non-solicitation provisions of any Confidential Information and Property Agreement, Proprietary Information Agreement, and/or any similar agreement previously executed by the applicable participant and the confidentiality provisions under Visa’s Code of Business Conduct and Ethics. The Executive Severance Plan does not provide for anygross-ups for excise taxes imposed as a result of severance or other payments deemed made in connection with a change of control.
Equity Incentive Awards
Pursuant to the terms of certain award agreements under the Visa Inc. 2007 Equity Incentive Compensation Plan, if the employment of a named executive officeran NEO is involuntarily terminated by usVisa without “cause” at any time or voluntarily terminated by the named executive officerNEO for “good reason” within two years following a change of control (as such terms are defined in the plan2007 Equity Incentive Compensation Plan or applicable award agreement), then the unvested portion of any such equity incentive award will become fully vested (and at target levels, with respect to performance shares). There are generally no “single-trigger” payments available to named executive officersNEOs upon a change of control. Under the terms of the equity incentive awards granted since November 19, 2021, if an NEO is involuntarily terminated by Visa without cause, the awards are paid on a pro-rated basis measured from the date of grant to the date of termination. Similar to the cash benefits described under Executive Compensation – Potential Payments upon Termination or Change of Control – Executive Severance Plan above, these equity award terms are reasonable, consistent with the practices of our compensation peer group, and necessary to attract and retain key high-performing employees.
Quantification of Termination Payments and Benefits
The following tables reflect the amount of compensation that would be paid to each of our named executive officersNEOs in the event of a termination of the executive officer’sindividual’s employment under various scenarios. They do not include Mr. Scharf, as he resigned from his employment with the Company effective as of December 1, 2016 and was therefore not an employee of the Company as of September 30, 2017. The amounts shown assume that such termination was effective as of September 30, 20172022 and include estimates of the amounts that would be paid to each executive officerNEO upon such executive officer’sindividual’s termination. All equity values reported in the following tables are based on the closing price of our Class A common stock on the NYSE as of September 30, 2022. No value is displayed for unvested options in the following tables because the exercise price of each unvested stock option exceeded the closing price of our Class A common stock on the NYSE on September 30, 2022. The “Health and Welfare
Benefits” reflect the estimated value of benefits payable for 24 months upon disability and for 6 months upon death. The tables only include additional benefits that result from the termination and do not include any amounts or benefits earned, vested, accrued, or owing under any plan for any other reason. Please see theExecutive Compensation – Grants of Plan-Based Awards inFiscal Year 20172022 Table, thePension Benefits Table for Fiscal Year 20172022, and the section entitledNon-qualifiedDeferred Compensation for Fiscal Year 20172022 for additional information. Payments that would be made over a period of time have been estimated as the lump sum present value using 120% of the applicable federal rate. The actual amounts to be paid can only be determined at the time of such executive officer’sNEO’s separation from Visa.
Termination Payments and Benefits for Alfred F. Kelly, Jr.
Incremental Benefits Due to Termination Event | Involuntary Not for Cause Termination or Voluntary Good Reason Termination ($) | Involuntary Not for Cause Termination or Voluntary Good Reason Termination Following Change of Control ($) | Disability ($) | Death ($) | Involuntary Not for Cause Termination ($) | Involuntary Not for Cause Termination or Voluntary Good Reason Termination Following Change of Control ($) | Retirement(3) ($) | Disability ($) | Death ($) | ||||||||||||||||||||||||||||||||
Health and Welfare Benefits
|
| 56,212
|
|
| 56,212
|
|
| 55,936
|
|
| 14,083
|
| 55,763 | 55,763 | – | 55,492 | 14,137 | ||||||||||||||||||||||||
Cash Severance
|
| 8,750,000
|
|
| 8,750,000
|
|
| -
|
|
| -
|
| 10,850,000 | 10,850,000 | – | – | – | ||||||||||||||||||||||||
Pro-rata incentive for fiscal year 2017
|
| 5,781,250
|
|
| 3,125,000
|
|
| 3,125,000
|
|
| 3,125,000
|
| |||||||||||||||||||||||||||||
Unvested Restricted Stock/
|
| 3,146,676
|
|
| 13,021,240
|
|
| 13,021,240
|
|
| 13,021,240
|
| |||||||||||||||||||||||||||||
Pro-rata Incentive for Fiscal Year 2022 | 6,200,000 | 3,875,000 | – | 3,875,000 | 3,875,000 | ||||||||||||||||||||||||||||||||||||
Unvested Restricted Stock Units | 9,112,024 | 9,112,024 | 9,112,024 | 9,112,024 | 9,112,024 | ||||||||||||||||||||||||||||||||||||
Unvested Options
|
| -
|
|
| 4,832,816
|
|
| 4,832,816
|
|
| 4,832,816
|
| – | – | – | – | – | ||||||||||||||||||||||||
Unvested Performance Shares
|
| -
|
|
| 7,105,594
| (1)
|
| 2,368,531
| (2)
|
| 2,368,531
| (2)
| 27,061,247 | (1) | 27,061,247 | (2) | 27,061,247 | (1) | 27,061,247 | (1) | 27,061,247 | (1) | |||||||||||||||||||
Total
|
| 17,734,138
|
|
| 36,890,862
|
|
| 23,403,523
|
|
| 23,361,670
|
| 53,279,034 | 50,954,034 | 36,173,271 | 40,103,763 | 40,062,408 | ||||||||||||||||||||||||
| (1) | Includes the target number of shares for grants that have not completed their performance period. |
|
Termination Payments and Benefits for Vasant M. Prabhu
Incremental Benefits Due to Termination Event | Involuntary Not for Cause Termination or Voluntary Good Reason Termination ($) | Involuntary Not for Cause Termination or Voluntary Good Reason Termination Following Change of Control ($) | Disability ($) | Death ($) | ||||||||||||
Health and Welfare Benefits
|
| 55,236
|
|
| 55,236
|
|
| 54,964
|
|
| 13,853
|
| ||||
Cash Severance
|
| 5,100,000
|
|
| 5,100,000
|
|
| -
|
|
| -
|
| ||||
Pro-rata incentive for fiscal year 2017
|
| 3,145,000
|
|
| 1,700,000
|
|
| 1,700,000
|
|
| 1,700,000
|
| ||||
Unvested Restricted Stock/
|
| 3,964,601
|
|
| 6,674,110
|
|
| 6,674,110
|
|
| 6,674,110
|
| ||||
Unvested Options
|
| -
|
|
| 3,581,536
|
|
| 3,581,536
|
|
| 3,581,536
|
| ||||
Unvested Performance Shares
|
| -
|
|
| 6,321,662
| (1)
|
| 3,010,758
| (2)
|
| 3,010,758
| (2)
| ||||
Total
|
| 12,264,837
|
|
| 23,432,544
|
|
| 15,021,368
|
|
| 14,980,257
|
| ||||
Includes the target number of shares for grants that have not completed their performance period. In the event of an Involuntary Not for Cause Termination or Voluntary Good Reason Termination Following Change of Control, the target number of shares will vest. |
|
Termination Payments and Benefits for Ryan McInerneyVasant Prabhu
Incremental Benefits Due to Termination Event | Involuntary Not for Cause Termination or Voluntary Good Reason Termination ($) | Involuntary Not for Cause Termination or Voluntary Good Reason Termination Following Change of Control ($) | Disability ($) | Death ($) | Involuntary Not for Cause Termination ($) | Involuntary Not for Cause Termination or Voluntary Good Reason Termination Following Change of Control ($) | Retirement(3) ($) | Disability ($) | Death ($) | ||||||||||||||||||||||||||||||||
Health and Welfare Benefits
|
| 56,212
|
|
| 56,212
|
|
| 55,936
|
|
| 14,083
|
| 67,331 | 67,331 | – | 67,005 | 17,063 | ||||||||||||||||||||||||
Cash Severance
|
| 4,500,000
|
|
| 4,500,000
|
|
| -
|
|
| -
|
| 6,600,000 | 6,600,000 | – | – | – | ||||||||||||||||||||||||
Pro-rata incentive for fiscal year 2017
|
| 2,775,000
|
|
| 1,500,000
|
|
| 1,500,000
|
|
| 1,500,000
|
| |||||||||||||||||||||||||||||
Unvested Restricted Stock/
|
| -
|
|
| 3,685,926
|
|
| 3,685,926
|
|
| 3,685,926
|
| |||||||||||||||||||||||||||||
Pro-rata Incentive for Fiscal Year 2022 | 3,520,000 | 2,200,000 | – | 2,200,000 | 2,200,000 | ||||||||||||||||||||||||||||||||||||
Unvested Restricted Stock Units | 4,508,046 | 4,508,046 | 4,508,046 | 4,508,046 | 4,508,046 | ||||||||||||||||||||||||||||||||||||
Unvested Options
|
| -
|
|
| 5,269,474
|
|
| 5,269,474
|
|
| 5,269,474
|
| – | – | – | – | – | ||||||||||||||||||||||||
Unvested Performance Shares
|
| -
|
|
| 10,748,793
| (1)
|
| 6,961,718
| (2)
|
| 6,961,718
| (2)
| 13,267,613 | (1) | 13,267,613 | (2) | 13,267,613 | (1) | 13,267,613 | (1) | 13,267,613 | (1) | |||||||||||||||||||
Total
|
| 7,331,212
|
|
| 25,760,405
|
|
| 17,473,054
|
|
| 17,431,201
|
| 27,962,990 | 26,642,990 | 17,775,659 | 20,042,664 | 19,992,722 | ||||||||||||||||||||||||
| (1) | Includes the target number of shares for grants that have not completed their performance period. |
|
Termination Payments and Benefits for Rajat Taneja
Incremental Benefits Due to Termination Event | Involuntary Not for Cause Termination or Voluntary Good Reason Termination ($) | Involuntary Not for Cause Termination or Voluntary Good Reason Termination Following Change of Control ($) | Disability ($) | Death ($) | ||||||||||||
Health and Welfare Benefits
|
| 29,955
|
|
| 29,955
|
|
| 29,808
|
|
| 7,505
|
| ||||
Cash Severance
|
| 4,500,000
|
|
| 4,500,000
|
|
| -
|
|
| -
|
| ||||
Pro-rata incentive for fiscal year 2017
|
| 2,775,000
|
|
| 1,500,000
|
|
| 1,500,000
|
|
| 1,500,000
|
| ||||
Unvested Restricted Stock/
|
| -
|
|
| 3,906,298
|
|
| 3,906,298
|
|
| 3,906,298
|
| ||||
Unvested Options
|
| -
|
|
| 5,533,686
|
|
| 5,533,686
|
|
| 5,533,686
|
| ||||
Unvested Performance Shares
|
| -
|
|
| 11,168,805
| (1)
|
| 7,081,016
| (2)
|
| 7,081,016
| (2)
| ||||
Total
|
| 7,304,955
|
|
| 26,638,744
|
|
| 18,050,808
|
|
| 18,028,505
|
| ||||
Includes the target number of shares for grants that have not completed their performance period. In the event of an Involuntary Not for Cause Termination or Voluntary Good Reason Termination Following Change of Control, the target number of shares will vest. |
|
Termination Payments and Benefits for Kelly Mahon TullierRyan McInerney
Incremental Benefits Due to Termination Event | Involuntary Not for Cause Termination or Voluntary Good Reason Termination ($) | Involuntary Not for Cause Termination or Voluntary Good Reason Termination Following Change of Control ($) | Disability ($) | Death ($) | Involuntary Not for Cause Termination ($) | Involuntary Not for Cause Termination or Voluntary Good Reason Termination Following Change of Control ($) | Disability ($) | Death ($) | ||||||||||||||||||||||||||||
Health and Welfare Benefits
|
| 34,885
|
|
| 34,885
|
|
| 34,713
|
| 8,741 | 68,260 | 68,260 | 67,929 | 17,301 | ||||||||||||||||||||||
Cash Severance
|
| 2,640,000
|
|
| 2,640,000
|
|
| -
|
|
| -
|
| 6,600,000 | 6,600,000 | – | – | ||||||||||||||||||||
Pro-rata incentive for fiscal year 2017
|
| 1,332,000
|
|
| 720,000
|
|
| 720,000
|
|
| 720,000
|
| ||||||||||||||||||||||||
Unvested Restricted Stock/
|
| -
|
|
| 1,667,633
|
|
| 1,667,633
|
|
| 1,667,633
|
| ||||||||||||||||||||||||
Pro-rata incentive for fiscal year 2022 | 3,520,000 | 2,200,000 | 2,200,000 | 2,200,000 | ||||||||||||||||||||||||||||||||
Unvested Restricted Stock Units | 851,121 | 5,635,413 | 5,635,413 | 5,635,413 | ||||||||||||||||||||||||||||||||
Unvested Options
|
| -
|
|
| 2,323,929
|
|
| 2,323,929
|
|
| 2,323,929
|
| – | – | – | – | ||||||||||||||||||||
Unvested Performance Shares
|
| -
|
|
| 4,450,705
| (1)
|
| 2,599,582
| (2)
|
| 2,599,582
| (2)
| 1,966,093 | 16,505,462 | (1) | 10,734,956 | (2) | 10,734,956 | (2) | |||||||||||||||||
Total
|
| 4,006,885
|
|
| 11,837,152
|
|
| 7,345,857
|
|
| 7,319,885
|
| 13,005,474 | 31,009,135 | 18,638,298 | 18,587,670 | ||||||||||||||||||||
| (1) | Includes the target number of shares for grants that have not completed their performance period. In the event of an Involuntary Not for Cause Termination or Voluntary Good Reason Termination Following Change of Control, the target number of shares will vest. |
| (2) | Includes the target number of shares, prorated for the portion of the performance period completed. In the event of a termination due to death or disability, the actual amount earned for these grants will be determined following the completion of the performance period and a prorated number of the final shares earned will vest. |
Termination Payments and Benefits for Rajat Taneja
Incremental Benefits Due to Termination Event | Involuntary Not for Cause Termination ($) | Involuntary Not for Cause Termination or Voluntary Good Reason Termination Following Change of Control ($) | Retirement(3) ($) | Disability ($) | Death ($) | ||||||||||||||||||||
Health and Welfare Benefits | 34,497 | 34,497 | – | 34,330 | 8,739 | ||||||||||||||||||||
Cash Severance | 6,600,000 | 6,600,000 | – | – | – | ||||||||||||||||||||
Pro-rata Incentive for Fiscal Year 2022 | 3,520,000 | 2,200,000 | – | 2,200,000 | 2,200,000 | ||||||||||||||||||||
Unvested Restricted Stock Units | 5,314,222 | 5,314,222 | 5,314,222 | 5,314,222 | 5,314,222 | ||||||||||||||||||||
Unvested Options | – | – | – | – | – | ||||||||||||||||||||
Unvested Performance Shares | 15,608,507 | (1) | 15,608,507 | (2) | 15,608,507 | (1) | 15,608,507 | (1) | 15,608,507 | (1) | |||||||||||||||
Total | 31,077,226 | 29,757,226 | 20,922,729 | 23,157,059 | 23,131,468 | ||||||||||||||||||||
| (1) | Includes the target number of shares for grants that have not completed their performance period. The actual amount due for these grants will be determined following the completion of the performance period. |
| (2) | Includes the target number of shares for grants that have not completed their performance period. In the event of an Involuntary Not for Cause Termination or Voluntary Good Reason Termination Following Change of Control, the target number of shares will vest. |
| (3) | Mr. Taneja meets the conditions for “retirement” contained in certain of his equity award agreements and as a result, the unvested portions of these grants would fully vest or continue to vest upon his termination of employment. |
Termination Payments and Benefits for Kelly Mahon Tullier
Incremental Benefits Due to Termination Event | Involuntary Not for Cause Termination ($) | Involuntary Not for Cause Termination or Voluntary Good Reason Termination Following Change of Control ($) | Retirement(3) ($) | Disability ($) | Death ($) | ||||||||||||||||||||
Health and Welfare Benefits | 55,763 | 55,763 | – | 55,492 | 14,137 | ||||||||||||||||||||
Cash Severance | 4,675,000 | 4,675,000 | – | – | – | ||||||||||||||||||||
Pro-rata Incentive for Fiscal Year 2022 | 2,380,000 | 1,487,500 | – | 1,487,500 | 1,487,500 | ||||||||||||||||||||
Unvested Restricted Stock Units | 2,603,283 | 2,603,283 | 2,603,283 | 2,603,283 | 2,603,283 | ||||||||||||||||||||
Unvested Options | – | – | – | – | – | ||||||||||||||||||||
Unvested Performance Shares | 7,222,894 | (1) | 7,222,894 | (2) | 7,222,894 | (1) | 7,222,894 | (1) | 7,222,894 | (1) | |||||||||||||||
Total | 16,936,940 | 16,044,440 | 9,826,177 | 11,369,169 | 11,327,814 | ||||||||||||||||||||
| (1) | Includes the target number of shares for grants that have not completed their performance period. The actual amount due for these grants will be determined following the completion of the performance period. |
| (2) | Includes the target number of shares for grants that have not completed their performance period. In the event of an Involuntary Not for Cause Termination or Voluntary Good Reason Termination Following Change of Control, the target number of shares will vest. |
| (3) | Ms. Mahon Tullier meets the conditions for “retirement” contained in certain of her equity award agreements and as a result, the unvested portions of these grants would fully vest or continue to vest upon her termination of employment. |
The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K of the Securities Act of 1933, as amended.
For our last completed fiscal year ended September 30, 2022, the ratio of the median of the annual total compensation of our employees, excluding our CEO, to the annual total compensation of our CEO is set forth in the table below:
Annual total compensation of our CEO (A) | $28,103,602 | |||
Annual total compensation of the employee with the median compensation of our employees (excluding our CEO) (B) | $ 152,395 | |||
Ratio of (A) to (B) | 184:1 | |||
To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of the median employee, the methodology and the material assumptions, adjustments, and estimates used were as follows (which may differ from those used, and may therefore not be comparable to ratios reported by, other companies):
Median Employee
As we disclosed in our 2021 proxy statement, we identified our median employee from our worldwide employee population, including both part-time and full-time employees other than our CEO, as of September 30, 2021. Given the worldwide geographical distribution of our employee population, we use a variety of pay elements to structure the compensation arrangements of our employees. A significant number of our employees around the world participate in our annual cash bonus and equity incentive award plans. Consequently, to identify the median employee, we selected base salary or wages plus overtime pay, annual cash bonus plan payments, and equity award grant values as the most appropriate measure of compensation. We measured compensation for our employees using the 12-month fiscal period ending September 30, 2021. We selected September 30, 2021 as our measurement date, which was the last day of our 2021 fiscal year, because it provided the most accurate information regarding compensation for such fiscal year. In making this determination, we did not make any cost-of-living adjustments. Although there were no changes in our employee population or our employee compensation arrangements that we believe would significantly impact our pay ratio disclosure, a significant change in the circumstances of the median employee identified in 2021 occurred. As a result, for 2022, we selected a new median employee whose compensation was substantially similar to the median employee used for 2021 based on the same compensation measure we used to select the 2021 median employee.
Annual Total Compensation
To determine the annual total compensation of the median employee, we identified and calculated the elements of the employee’s compensation for 2022 in accordance with the requirements of Item 402I(2)(x) of Regulation S-K. For our CEO, we used the amount reported in the “Total” column of our Executive Compensation – Summary Compensation Table for Fiscal Year 2022 included in this proxy statement.
EQUITY COMPENSATION PLAN INFORMATION
The table below presents information as of September 30, 2022, for the 2007 Equity Incentive Compensation Plan and the Visa Inc. Employee Stock Purchase Plan, which were approved by our stockholders. We do not have any equity compensation plans that have not been approved by our stockholders. For a description of the awards issued under the 2007 Equity Incentive Compensation Plan and the Visa Inc. Employee Stock Purchase Plan, see Note 17 – Share-based Compensation to our fiscal year 2022 audited consolidated financial statements, which are included in our Annual Report on Form 10-K.
Plan Category | Number Of Shares of Class A Outstanding Options (a) | Weighted- (b) | Number of Shares of Common Stock Remaining Available for Future Issuance Under Plans (Excluding Reflected In Column (a)) (c) | |||
| (in millions, except weighted-average exercise price) | ||||||
Equity compensation plans approved by stockholders | 13(1) | $145.92(2) | 108(3) | |||
| (1) | As of September 30, 2022, the maximum number of shares issuable consisted of 6 million outstanding stock options, 6 million outstanding restricted stock units, and 1 million outstanding performance shares under the 2007 Equity Incentive Compensation Plan and less than 1 million outstanding purchase rights under the Visa Inc. Employee Stock Purchase Plan. |
| (2) | The weighted-average exercise price is calculated based solely on the exercise prices of the outstanding stock options and does not reflect the shares that will be issued upon the vesting of outstanding restricted stock units and performance shares, which have no exercise price. Additionally, it excludes the weighted-average exercise price of the outstanding purchase rights under the Visa Inc. Employee Stock Purchase Plan, as the exercise price is based on the future stock price, net of discount, at the end of each monthly purchase over the offering period. |
| (3) | As of September 30, 2022, 94 million shares and 14 million shares remain available for issuance under the 2007 Equity Incentive Compensation Plan and the Visa Inc. Employee Stock Purchase Plan, respectively. |
PROPOSAL 2 – APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS
We are asking our Class A common stockholders to approve, on an advisory basis, the compensation of our named executive officersNEOs as described in this proxy statement, pursuant to Item 402 of RegulationS-K,including the section entitledCompensation Discussion and Analysis,the compensation tables, and the related narrative discussion. This proposal, commonly known as a“Say-on-Pay” proposal, gives our Class A common stockholders the opportunity to express their views on our named executive officers’NEOs’ compensation.
As described in detail under the headingCompensation Discussion and Analysisabove, our executive compensation programs are designed to attract, motivate, and retain our named executive officers,NEOs, who are critical to our success. Under these programs, our named executive officersNEOs are rewarded for the achievement of specific annual, long-term, and strategic goals, corporateperformance goals and the realization of increased stockholder value.value to stakeholders. Please read theCompensation Discussion and Analysis section of this proxy statement for additional details about our executive compensation programs, including information about the fiscal year 20172022 compensation of our named executive officers.NEOs.
TheSay-on-Pay vote is advisory, and therefore not binding on the Company, the Compensation Committee, or our Board. OurHowever, our Board and the Compensation Committee value the views of our Class A common stockholders and will carefully review and consider the voting results for this proposal when evaluating our executive compensation programs. We currently conduct annual advisory votes to approve the compensation of our named executive officers,NEOs, and we expect to conduct the next advisorySay-on-Pay vote at our 20192023 annual meeting of stockholders.
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT.
PROPOSAL 3 – ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE EXECUTIVE COMPENSATION
The Dodd-Frank Wall Street Reform and Consumer Protection Act and Section 14A of the Exchange Act provide stockholders the opportunity to indicate how frequently the Company should hold future advisory votes to approve the compensation of our NEOs. Stockholders may indicate whether they would prefer to have future advisory votes to approve executive compensation every year, every two years, every three years, or abstain from voting on this proposal.
After careful consideration, the Board recommends that future advisory votes to approve compensation of our NEOs be held annually. Our Board believes that holding a vote every year is the most appropriate option because (i) it would enable our stockholders to provide us with input regarding the compensation of our NEOs on a timely basis; and (ii) it is consistent with our practice of engaging with our stockholders, and obtaining their input, on our corporate governance matters and our executive compensation philosophy, policies, and practices.
Stockholders are not voting to approve or disapprove the Board’s recommendation. Instead, stockholders may indicate their preference regarding the frequency of future advisory votes to approve the compensation of our NEOs by selecting one year, two years, or three years. For the reasons discussed above, we are asking our stockholders to vote for an advisory vote to approve the compensation for our NEOs every one year.
The frequency with which future advisory votes to approve the compensation of our NEOs are held is advisory, and therefore not binding. Although the vote is non-binding, the Compensation Committee and the Board value your opinion and will consider the outcome of the vote in establishing the frequency with which the advisory vote to approve the compensation of our NEOs will be held in the future.
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE, ON AN ADVISORY BASIS, TO HOLD FUTURE ADVISORY VOTES TO APPROVE EXECUTIVE COMPENSATION EVERY “ONE YEAR”.
PROPOSAL 3 –RATIFICATION4 – RATIFICATION OF THE APPOINTMENT OF KPMG LLP
The Audit and Risk Committee is responsible for the appointment, compensation, retention, and oversight of the independent public accounting firm retained to audit the Company’s financial statements. The Audit and Risk Committee has appointed KPMG LLP as our independent registered public accounting firm to audit the financial statements of Visa Inc. and its subsidiaries for the fiscal year ending September 30, 2018.2023. KPMG has been our independent auditor since our initial public offering in 2008, and KPMG audited our financial statements for fiscal year 2017.2022. The Audit and Risk Committee also periodically considers whether there should be a rotation of independent registered public accounting firms because the Audit and Risk Committee believes it is important for the registered public accounting firm to maintain independence and objectivity. In determining whether to reappoint KPMG, the Audit and Risk Committee considered several factors, including:
the length of time KPMG has been engaged;
KPMG’s independence and objectivity;
KPMG’s capability and expertise in handling the complexity of Visa’s global operations in our industry;
historical and recent performance, including the extent and quality of KPMG’s communications with the Audit and Risk Committee, and feedback from management regarding KPMG’s overall performance;
recent PCAOB inspection reports on the firm; and
the appropriateness of KPMG’s fees, both on an absolute basis and as compared with its peers.
The Audit and Risk Committee believes that the continued retention of KPMG as our independent registered public accounting firm is in the best interest of the Company and our stockholders, and we are asking our stockholders to ratify the selection of KPMG as our independent registered public accounting firm for fiscal year 2018.2023. Although ratification is not required, the Board is submitting a proposal to ratify KPMG’s appointment to our stockholders because we value our stockholders’ views and as a matter of good corporate practice. In the event that our stockholders fail to ratify KPMG as the Company’s independent registered public accounting firm, it will be considered a recommendation to the Audit and Risk Committee to consider the selection of a different firm. Even if the appointment is ratified, the Audit and Risk Committee may in its discretion select a different independent registered public accounting firm at any time during the fiscal year if it determines that such a change would be in the best interests of the Company and our stockholders.
A representative of KPMG will be present at the Annual Meeting and will have the opportunity to make a statement if he or she desires to do so and will be available to respond to appropriate questions.
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2018.2023.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES
The following table sets forth the aggregate fees billed to the Company by KPMG for fiscal years 20172022 and 20162021 (in thousands):
| Services Provided | Fiscal Year 2017 | Fiscal Year 2016 | ||||||
Audit fees(1) | $ | 9,558 | $ | 8,810 | ||||
Audit-related fees(2) | 1,756 | 1,839 | ||||||
Tax fees(3) | 824 | 218 | ||||||
All other fees(4) | 6 | 6 | ||||||
Total | $ | 12,144 | $ | 10,873 | ||||
Services Provided | Fiscal Year 2022 | Fiscal Year 2021 | ||||||||
Audit fees(1) | $ | 11,666 | $ | 10,155 | ||||||
Audit-related fees(2) | $ | 1,727 | $ | 1,857 | ||||||
Tax fees(3) | $ | 114 | $ | 119 | ||||||
All other fees(4) | $ | 8 | $ | 23 | ||||||
Total | $ | 13,515 | $ | 12,154 | ||||||
| (1) | Represents aggregate fees for professional services rendered in connection with annual financial statement audits, audits of our internal control over financial reporting, preparation of comfort letters and consents related to SEC registration statements, quarterly review of financial statements, and for services related to local statutory audits. |
| (2) | Represents aggregate fees for assurance and |
| (3) | Represents aggregate fees for tax services in connection with the preparation of tax returns, other tax compliance services, |
| (4) | Represents fees for eXtensible Business Reporting Language |
Consistent with SEC and PCAOB requirements regarding auditor independence, the Audit and Risk Committee has responsibility for appointing, setting the compensation for, and overseeing the work of our independent registered public accounting firm. In accordance with its charter and the Audit and Risk Committee’sPre-Approval Policy, the Audit and Risk Committee is required topre-approve all audit and internal control-related services, audit-related services, and permittedpermissible non-audit services, including the terms thereof, to be performed for us by our independent registered public accounting firm, subject to the de minimis exceptions fornon-audit services described in Section 10A(i)(1)(B) of the Exchange Act that are approved by the Audit and Risk Committee prior to the completion of the audit.firm. During fiscal year 2017,2022, all services KPMG provided to the Company werepre-approved by the Audit and Risk Committee in accordance with applicable SEC regulations and thePre-Approval Policy, and the Audit and Risk Committee reviewed and discussed the documentation KPMG supplied to it as to tax services and the potential effect of the provision thereof on KPMG’s independence.
To further help ensurewith the independence of our independent registered public accounting firm, we have adopted policies and procedures relating to the engagement of our independent registered public accounting firm and the hiring of employees or former employees of the independent registered public accounting firm.
PROPOSAL 5 – STOCKHOLDER PROPOSAL REQUESTING AN INDEPENDENT BOARD CHAIR POLICY
National Legal and Policy Center, whose address is 107 Park Washington Court, Falls Church, Virginia 22046, has requested that the following proposal be included in this proxy statement and has indicated that it intends to bring such proposal before the Annual Meeting. National Legal and Policy Center has submitted documentation indicating that it is the beneficial owner of at least 106 shares of our Class A common stock and has advised Visa that it intends to continue to hold the requisite amount of shares through the date of the Annual Meeting. National Legal and Policy Center’s proposal and its related supporting statement are followed by a recommendation from the Board of Directors. The Board of Directors disclaims any responsibility for the content of the proposal and the statement in support of the proposal, which are presented in the form received from the stockholder.
Request for Board of Directors to Adopt Policy for an Independent Chair
RESOLVED:
Shareholders request the Board of Directors adopt as policy, and amend the bylaws as necessary, to require hereafter that the Chair of the Board of Directors be an independent member of the Board, consistent with applicable law and existing contracts. If the Board determines that a Chair who was independent when selected is no longer independent, the Board shall select a new Chair who satisfies the requirements of the policy within a reasonable amount of time.
SUPPORTING STATEMENT:
The Chief Executive Officer of Visa Inc. is also Board Chairman. We believe these roles – each with separate, different responsibilities that are critical to the health of a successful corporation – are greatly diminished when held by a singular company official, thus weakening its governance structure.
Expert perspectives substantiate our position:
According to the Council of Institutional Investors (https://bit.ly/3pKrtJK), “A CEO who also serves as chair can exert excessive influence on the board and its agenda, weakening the board’s oversight of management. Separating the chair and CEO positions reduces this conflict, and an independent chair provides the clearest separation of power between the CEO and the rest of the board.”
A 2014 report from Deloitte (https://bit.ly/3vQGqe1) concluded, “The chairman should lead the board and there should be a clear division of responsibilities between the chairman and the chief executive officer (CEO).”
| • | A pair of business law professors wrote for Harvard Business Review (https://bit.ly/3xvcIOA) in March 2020 that “letting the CEO chair the board can compromise board discussion quality, weakening the corporation’s risk management ability... Splitting the CEO and board chair jobs between two people can help strengthen the quality of questions the corporation asks itself. When those questions remain weak,the organization is less likely to develop strategies that mitigate risk.” |
Proxy adviser Glass Lewis advised (https://bit.ly/3xwuJwa) in 2021, “the presence of an independent chair fosters the creation of a thoughtful and dynamic board not dominated by the views of senior management. Further, we believe that the separation of these two key roles eliminates the conflict of interest that inevitably occurs when a CEO is responsible for self-oversight.”
Statement of the Board of Directors in Opposition to Proposal 5
The Board of Directors recommends that stockholders vote AGAINST this proposal, for the following reasons:
We believe flexibility in Board leadership structure is more suitable for the Company than the rigid and prescriptive approach set forth in the Stockholder Proposal.
We believe Visa’s current Board leadership structure, which includes a strong Lead Independent Director, best serves the Company and our stockholders.
Visa’s strong corporate governance practices provide effective, independent Board oversight.
We believe flexibility in Board leadership structure is more suitable for the Company than the rigid and prescriptive approach set forth in the Stockholder Proposal. Visa’s directors have a fiduciary duty to routinely evaluate and determine the most appropriate Board leadership structure for the Company and our stockholders in light of the needs of the Board and the Company at any given time. Accordingly, as discussed under Corporate Governance – Board Leadership Structure, Visa’s governing documents provide the Board with the flexibility to determine the optimal leadership structure for the Company, including, when appropriate, separating the positions of Chairman of the Board and Chief Executive Officer as will occur when Ryan Mclnerney succeeds Al Kelly as Visa’s next Chief Executive Officer, effective February 1, 2023. We believe that the Company and our stockholders benefit from this flexibility, and that the Board is best positioned to make this determination given our directors’ knowledge of the Company’s leadership team, strategic goals, opportunities, and challenges. We believe that it is in the best interests of Visa and our stockholders for the Board to continue to determine the most effective leadership structure for Visa on a case-by-case basis, rather than take a rigid approach to Board leadership, as requested by the stockholder proposal.
We believe Visa’s Board leadership structure, which includes a strong Lead Independent Director, best serves the Company and our stockholders. Our current Board leadership structure includes Al Kelly serving as Chairman and Chief Executive Officer, with John Lundgren serving as Lead Independent Director. Overall, directors view the Board and Committees as effective and feel the Board leadership structure works well for the Company. As discussed in more detail under Corporate Governance – Board Leadership Structure, the Board believes that at this time, this current structure is in the best interests of the Company and our stockholders as this structure allows Mr. Kelly to effectively manage the business, execute on our strategic priorities, and lead the Board, while empowering Mr. Lundgren to provide independent Board leadership and oversight with the robust, well-defined leadership powers and responsibilities described below. The Board believes that Mr. Kelly’s inclusive leadership style and decades of payments expertise make him uniquely qualified to lead discussions of the Board; foster an important unity of leadership between the Board and management; and promote alignment of the Company’s strategy with its operational execution.
Our Lead Independent Director, elected by the independent directors of the Board, has specifically enumerated powers and responsibilities, providing what the Board believes are the same leadership, oversight, and benefits to the Company and Board that would be provided by an independent chairman. These powers and responsibilities include:
calling, setting the agenda for, and chairing periodic executive sessions and meetings of the independent directors;
chairing Board meetings in the absence of the Chairperson of the Board or when it is deemed appropriate arising from the Chairperson’s management role or non-independence;
providing feedback to the Chairperson and Chief Executive Officer on corporate and Board policies and strategies and acting as a liaison between the Board and the Chief Executive Officer;
facilitating communication among directors and between the Board and management;
in concert with the Chairperson and Chief Executive Officer, advising on the agenda, schedule, and materials for Board meetings and strategic planning sessions based on input from directors;
coordinating with the Chair of the Nominating and Corporate Governance Committee, and leading the independent directors’ involvement in Chief Executive Officer succession planning, selection of committee chairs and committee membership, and the Board evaluation process;
coordinating with the Chair of the Compensation Committee and leading the independent directors’ evaluation of Chief Executive Officer performance and compensation;
communicating with stockholders as necessary; and
carrying out such other duties as are requested by the independent directors, the Board, or any of its committees from time to time.
In addition to our Lead Independent Director, independent directors chair the Board’s four standing committees, and each has responsibilities that contribute to the Board’s oversight of management, as well as facilitate communication among the Board and management.
Our Board recognizes that circumstances may change such that a different structure may be warranted to support the Company’s needs. As a result, the Board periodically reviews the Board’s leadership structure and its appropriateness, given the needs of the Board and the Company at such time. In connection with Chief Executive Officer transitions in the past decade, the Board determined that it was appropriate to separate the roles of the Chairman and Chief Executive Officer and to appoint an independent Chairman. Yet, more recently, in 2019, after discussing the relative benefits of combining the Chairman and Chief Executive Officer roles versus retaining the separate roles with an independent Chairman and considering the perspectives of our independent directors, views of our stockholders, peer companies’ practices, and recent governance trends, the Board unanimously elected Mr. Kelly as Chairman. The independent directors then reaffirmed the Board’s commitment to independent board leadership by unanimously electing Mr. Lundgren as Lead Independent Director. In connection with the CEO transition announced on November 17, 2022, the Board determined to separate the roles of Chairman and Chief Executive Officer effective February 1, 2023 and have Mr. Kelly serve as Executive Chairman to help ensure a successful and seamless transition.
Visa’s strong corporate governance practices provide effective, independent Board oversight. In keeping with our commitment to foster and maintain responsible corporate governance, Visa has adopted practices and procedures that promote Board independence and effective oversight of management and provide stockholders with meaningful rights, including:
Annual Board Elections – The Board is elected annually with a majority voting standard in uncontested director elections;
Stockholder Rights – Our stockholders have the right to call special meetings and our stockholders have a market-standard proxy access right;
Majority Independent Board – Nine out of ten of our Board nominees are independent; Mr. Kelly, our Chairman and Chief Executive Officer, is the only director nominee who is not independent;
Active and Experienced Board – Our directors are highly-qualified and engaged with the relevant business experience and skills to oversee management;
Board Oversight of Environmental, Social, and Governance – Our Nominating and Corporate Governance Committee has formal responsibility for and oversight of Visa’s ESG policies, programs, and reporting in their totality, as well as for the individual topics of environmental sustainability, climate change, human rights, political activities and expenditures, and social impact and philanthropy;
Director Succession Planning and Board Refreshment – Our Nominating and Corporate Governance Committee regularly oversees and plans for director succession and refreshment of the Board to cultivate a mix of skills, experience, tenure, and diversity that promotes and supports the Company’s long-term strategy;
Proactive and Ongoing Stockholder Engagement Program – We have proactive, ongoing engagement with our stockholders throughout the year focused on corporate governance, corporate responsibility, and executive compensation. In addition to the ongoing dialogue among our stockholders and our management and Investor Relations team on Visa’s financial and strategic performance, our Chairman and Chief Executive Officer and our Lead Independent Director met with several of our investors this year and our Board is provided with stockholders’ feedback;
Robust Board, Committee, and Director Evaluation Process – Our Board and each of its committees conduct an annual evaluation facilitated by an independent third party, which includes a qualitative assessment by each director of the performance of the Board and the committee or committees on which the director sits;
Independent Standing Board Committees – The Board’s Audit and Risk Committee, Nominating and Corporate Governance Committee, Compensation Committee, and Finance Committee are each composed entirely of independent directors. This entrusts the oversight of critical matters to independent directors, such as the annual evaluation of the Chief Executive Officer’s performance, the evaluation of the Board and its Committees, and the compensation of Visa’s executive officers; and
Executive Sessions of the Independent Directors – The non-employee, independent members of our Board and all committees of the Board generally meet in executive session without management present during their Board and Committee meetings. Our Lead Independent Director presides over executive sessions of the Board, and the committee chairs, each of whom is independent, preside over executive sessions of the committees.
As a result of the above information, the Board believes that the rigid approach to Visa’s Board’s leadership structure requested by this stockholder proposal is not necessary and not in the best interest of our stockholders. Accordingly, the Board of Directors recommends that you vote AGAINST this proposal.
FOR THE REASONS STATED ABOVE, THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “AGAINST” THIS STOCKHOLDER PROPOSAL.
VOTING AND MEETING INFORMATION
Information About Solicitation and Voting
This proxy is solicited on behalf of the Board for use at the Annual Meeting to be held online via a live webcast at the Le Méridien San Francisco, 333 Battery Street, San Francisco, California 94111virtualshareholdermeeting.com/V2023 on Tuesday, January 30, 201824, 2023 at 8:30 a.m. Pacific Time, and any adjournment or postponement thereof. We will provide a live andre-playable webcast of the Annual Meeting, which will be available on the Events Calendar section of our investor relationsInvestor Relations website athttp://investor.visa.com.
Visa’s Class A common stockholders of record at the close of business on December 1, 2017November 25, 2022 will be entitled to vote at the Annual Meeting on the basis of one vote for each share held. On December 1, 2017,November 25, 2022, there were 1,810,852,9671,627,853,381 shares of Class A common stock outstanding.
Stockholder of Record: Shares Registered in Your Name
If on December 1, 2017,November 25, 2022, your shares were registered directly in your name with our transfer agent, Wells FargoEQ Shareowner Services, then you are considered the stockholder of record with respect to those shares. As a stockholder of record, you may vote at the Annual Meeting or vote by proxy.submit a proxy to have your shares voted at the Annual Meeting in accordance with your instructions. Whether or not you plan to attend the Annual Meeting, we urge you to vote over thesubmit your proxy by Internet or by telephone, or if you received paper proxy materials by mail, by filling out and returning the proxy card.
For questions regarding your stock ownership, you may contact our transfer agent, Wells FargoEQ Shareowner Services, by telephone at(866) 456-9417 (within the U.S.) or +1(651) 306-4433 (outside the U.S.)(international).
Beneficial Owner: Shares Registered in the Name of a Broker or Nominee
If on December 1, 2017,November 25, 2022, your shares of Class A common stock were held in an account with a brokerage firm, bank, or other nominee, then you are the beneficial owner of the shares held in street name. As a beneficial owner, you have the right to direct your nominee on how to vote the shares held in your account, and it has enclosed or provided voting instructions for you to use in directing it on how to vote your shares. However, the organization that holds your shares is considered the stockholder of record for purposes of voting at the Annual Meeting. Because you are not the stockholder of record, you may not vote your shares at the Annual Meeting unless you request and obtain a valid legal proxy from the organization that holds your shares giving you the right to vote the shares at the Annual Meeting.
If you are a stockholder of record, there are several ways for you to vote your shares:shares or submit your proxy:
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 | At the Annual Meeting.You may vote your shares | |||||||
If you are a beneficial owner of shares of Class A common stock, you should receive a Notice of Internet Availability of Proxy Materials or voting instructions from the broker or other nominee holding your shares. You should follow the instructions in the Notice or the voting instructions provided by your broker or nominee in order to instruct your broker or nominee on how to vote your shares. The availability of telephone and Internet voting will depend on the voting process of the broker or nominee. Shares held beneficially may be voted in person at the Annual Meeting only if you obtain a legal proxy from the broker or nominee giving you the right to vote the shares.
If the Annual Meeting is adjourned or postponed, your proxy will still be effective and will be voted at the rescheduled or adjourned Annual Meeting. You will still be able to change or revoke your proxy until the rescheduled or adjourned Annual Meeting.
Change or Revoke a Proxy or Vote
If you are a stockholder of record, you may change your vote or revoke your voteproxy before the completion of voting at the Annual Meeting by:
signing and returning a new proxy card with a later date;
submitting a later-dated voteproxy by telephone or via the Internet, since only your latest telephone or Internet voteproxy received by 11:59 p.m. Eastern Time on January 29, 201823, 2023 will be counted;
attending the Annual Meeting in persononline and voting again (your attendance at the Annual Meeting without further action will not revoke your vote)proxy); or
delivering a written revocation to our Corporate Secretary at Visa Inc., P.O. Box 193243, San Francisco, CA 94119 before the Annual Meeting.
If you are a beneficial owner of Class A common stock, you must follow the instructions provided by the broker or other nominee holding your shares for changing your vote.voting instructions.
FOR the approval, on an advisory basis, of the compensation paid to our named executive officers; and
ONE YEAR on the frequency of future advisory votes to approve executive compensation;
FOR the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for fiscal year 2018.2023; and
AGAINST the stockholder proposal requesting an independent board chair policy.
If you are a beneficial owner of Class A common stock and you do not provide the broker or other nominee that holds your shares with voting instructions, the broker or nominee will determine if it has the discretionary authority to vote on your behalf. Under
The determination of whether a proposal is “routine” or “non-routine” will be made by the NYSE’sNYSE or by Broadridge Financial Solutions, our independent agent to receive and tabulate stockholder votes, based on NYSE rules brokersthat regulate member brokerage firms. If a proposal is deemed “routine” and nominees have the discretionyou do not give instructions to your broker or nominee, they may, but are not required to, vote on routine matters such asyour shares with respect to the proposal. If the proposal 3, butis deemed “non-routine” and you do not have discretiongive instructions to your broker or nominee, they may not vote onnon-routine matters suchyour shares with respect to the proposal and the shares will be treated as proposals 1 and 2. broker non-votes.
Therefore, if you do not provide voting instructions to your broker or nominee, your broker or nominee may only vote your shares on proposal 3 and any other routine matters properly presented for a vote at the Annual Meeting. We encourage you to promptly provide voting instructions to your broker to ensure that your shares are voted on all of the proposals, even if you plan to attend the Annual Meeting.
Brokers or other nominees who hold shares of our Class A common stock for a beneficial owner have the discretion to vote on routine proposals when they have not received voting instructions from the beneficial owner at least ten days prior to the Annual Meeting. A brokernon-vote occurs when a broker or other nominee does not receive voting instructions from the beneficial owner and does not have the discretion to direct the voting of the shares.
A quorum is required to transact business at our Annual Meeting. Stockholders of record holding at least a majority of the outstanding shares of Class A common stock represented at the Annual Meeting either in personvirtually or by proxy and entitled to vote at the Annual Meeting constitute a quorum. If you have returned valid proxy instructions or attend the meeting in person,virtually, your shares will be counted for the purpose of determining whether there is a quorum, even if you abstain from voting on some or all matters introduced at the meeting. In addition, brokernon-votes will be treated as present for purposes of determining whether a quorum is present.
The vote required to approve each proposal is set forth below.
Proposal | Vote Required | Impact of Broker Non-Votes | Impact of
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| 1 – | Election of ten | Majority of the Class A Shares Cast for Each Director Nominee(1) | No Impact | No Impact | ||||
| 2 – | Approval, on an advisory basis, of the compensation paid to our named executive officers | Majority of the Class A Shares Entitled to Vote and Present in Person or Represented by Proxy at the Annual Meeting | No Impact | Counts Against | ||||
| 3 – | Vote on the frequency of future advisory votes to approve executive compensation | The frequency (every one year, two years, or three years) receiving the greatest number of votes will be considered the frequency recommended by stockholders | No Impact | No Impact | ||||
| 4 – | Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for fiscal year | Majority of the Class A Shares Entitled to Vote and Present in Person or Represented by Proxy at the Annual Meeting | Counts Against | |||||
| 5 – | To vote on a stockholder proposal requesting an independent board chair policy | Majority of the Class A Shares Entitled to Vote and Present in Person or Represented by Proxy at the Annual Meeting | No Impact | Counts Against | ||||
| (1) | Our Corporate Governance Guidelines require each incumbent director nominee to submit an irrevocable contingent resignation letter prior to the mailing of the proxy statement for an annual meeting at which the nominee’s candidacy will be considered. If the nominee does not receive a majority of the votes cast for his or herre-election, meaning that he or she does not have more votes cast FOR than AGAINST his or herre-election, the Nominating and Corporate Governance Committee will recommend to the Board that it accept the nominee’s contingent resignation, unless the Nominating and Corporate Governance Committee determines that acceptance of the resignation would not be in the best interest of the Company and its stockholders. The Board will decide whether to accept or reject the contingent resignation at its next regularly scheduled meeting, but in no event later than 120 days following certification of the election results. The Board will publicly disclose its decision and rationale. |
We will bear the expense of soliciting proxies. We have retained D.F. King & Co. to solicit proxies for a fee of $11,000$12,500 plus a reasonable amount to cover expenses. Proxies may also be solicited in person, by telephone, or electronically by Visa personnel who will not receive additional compensation for such solicitation. Copies of proxy materials and the fiscal year 20172022 Annual Report will be supplied to brokers and other nominees for the purpose of soliciting proxies from beneficial owners, and we will reimburse such brokers or other nominees for their reasonable expenses.
Broadridge Financial Solutions, Inc. has been engaged as our independent agent to receive and tabulate stockholder votes. Broadridge will separately tabulate FOR, AGAINST, and ABSTAIN votes and brokernon-votes. We also have retained an independent inspector of election, who will certify the election results and perform any other acts required by the General Corporation Law of the State of Delaware.
Preliminary results will be announced at the Annual Meeting. Final results will be published in a current report on Form8-K to be filed with the SEC within four business days of the Annual Meeting.
Viewing the List of Stockholders
Stockholders at the close of business on the Record Date may examine a list of allClass A common stockholders as of the Record Date for any purpose germane to the Annual Meeting for ten days preceding the Annual Meeting, at our offices in Foster City, California or at the Annual Meeting.California. If you would like to view the stockholder list, please callcontact our Investor Relations Department at InvestorRelations@visa.com or (650) 432-7644 to schedule an appointment.
If you are a stockholder of record on the Record Date and plan to attend the Annual Meeting in person, you must contact our Investor Relations Department at (650)432-7644 by January 26, 2018 to reserve a seat. Stockholders who plan on attending theThis year’s Annual Meeting will be required to:held virtually.
How to participate in the Annual Meeting | Online 1. Visit virtualshareholdermeeting.com/V2023; and 2. Enter the 16-digit control number included on your Notice Regarding the Availability of Proxy Materials (Notice), on your proxy card (if you received a printed copy of the proxy materials), or on the instructions that accompanied your proxy materials. You may begin to log into the meeting platform at 8:15 a.m. Pacific Time on January 24, 2023. The meeting will begin promptly at 8:30 a.m. Pacific Time. Without Internet access Call (877) 328-2502 (toll free) or (412) 317-5419 (international) to listen to the meeting proceedings. You will not be able to vote your shares or submit questions during the meeting. | |||
How to view the Annual Meeting without a 16-digit control number | Visit virtualshareholdermeeting.com/V2023 and register as a guest. You will not be able to vote your shares or ask questions during the meeting. | |||
For help with technical difficulties | Call (800) 586-1548 (U.S.) or (303) 562-9288 (international) for assistance. If you need additional stockholder support, please email InvestorRelations@visa.com or call (650) 432-7644 for assistance. | |||
Additional questions | Email Visa Investor Relations at InvestorRelations@visa.com or call (650) 432-7644. | |||
bringSubmitting Questions for Our Virtual Annual Meeting
Submitting Questions | Before the Meeting 1. Log in to proxyvote.com; 2. Enter your 16-digit control number; and 3. Once past the login screen, click on “Questions for Management,” type in your question, and click “Submit.” During the Meeting 1. Log into the online meeting platform at virtualshareholdermeeting.com/V2023, type your question into the “Ask a Question” field, and click “Submit” | |||
Only stockholders with a form of government-issued photo identification, such as a driver’s license, state-issued identification card, or passport; and
provide proof of stock ownership as of the Record Date, such as an account or brokerage statement showing ownership as of the Record Date.
Anyone seeking admittancevalid control number will be allowed to the Annual Meeting who cannot prove ownership or representation as of the close of business on the Record Date, or who has not reserved a seat in advance, may notask questions. Questions pertinent to meeting matters will be admitted.
When you arrive, signs will direct you toanswered during the meeting, room. Due to security measures, all bags will be subject to search, and all persons who attendtime constraints. If there are questions pertinent to meeting matters that cannot be answered during the Annual Meeting may be subjectmeeting due to time constraints, management will post answers to a metal detector or a hand wand search. We will be unable to admit anyone who does not comply with these security procedures. We will not permit the userepresentative set of cameras (including cell phones with photographic or video capabilities) and other recording devices in the meeting room. If you need assistance at the meeting because of a disability, please callquestions on our Investor Relations Departmentwebsite at(650) 432-7644, at least two weeks in advance ofinvestor.visa.com as soon as practicable after the meeting. Please visit the Investor Relations page of our website athttp://investor.visa.com for directions to the Le Méridien San Francisco, 333 Battery Street, San Francisco, California 94111.
Stockholder Nomination of Director Candidates and Other Stockholder Proposals for 20192024 Annual Meeting
The submission deadline for stockholder proposals to be included in our proxy materials for the 20192024 annual meeting of stockholders pursuant to Rule14a-8 of the Exchange Act is August 9, 2018.3, 2023. All such proposals must be in writing and received by our Corporate Secretary electronically at corporatesecretary@visa.com or by mail at Visa Inc., P.O. Box 193243, San Francisco, CA 94119 by the close of business on the required deadline in order to be considered for inclusion in our proxy materials for the 20192024 annual meeting of stockholders. Submission of a proposal before the deadline does not guarantee its inclusion in our proxy materials.
Under our Bylaws, director nominations and other business may be brought before an annual meeting of stockholders only by or at the direction of the Board or by a stockholder entitled to vote who has submitted a proposal in accordance with the requirements of our Bylaws. To proposenominate a candidate to be considered for nomination or submit a proposal for consideration at our 20192024 annual meeting pursuant to our advance notice bylaw provisions, or for a proposal to be timely under the Bylaws as now in effect, stockholders must deliver or mail their nomination submission or other stockholder notice of a proposal so that it is received by our Corporate Secretary no earlier than 120 days and no later than 90 days prior to the date of the annual meeting. However, if we provide stockholders less than 100 days’ notice or other prior public disclosure of the date of our 20192024 annual meeting, we must receive any stockholder nomination submissionsor proposal no later than the close of business on the 10th10th day following the earlier of the day on which we mailed or otherwise publicly disclosed notice of the meeting date. In addition to satisfying the deadlines in the advance notice provisions of our Bylaws, a stockholder who intends to solicit proxies in support of nominees submitted under these advance notice provisions must provide the notice required under Rule 14a-19 to the Corporate Secretary no later than November 25, 2023.
In addition, the Company’s Bylaws permit up to 20 stockholders owning 3% or more of our Class A common stock for a period of at least 3three years to nominate up to 20% of the Board and include these nominees in our proxy materials, subject to certain provisions included in our Bylaws. To proposenominate a candidate to be considered for nomination at our 20192024 annual meeting pursuant to our proxy access bylaw provisions, stockholders must deliver or mail their nomination submission so that it is received by our Corporate Secretary notno earlier than the close of business on July 10, 20184, 2023 and notno later than the close of business on August 9, 2018.3, 2023. However, if the 20192024 annual meeting is more than 30 days before or after the anniversary of the date of the 20182023 annual meeting, or if no annual meeting was held in the preceding year, stockholders must deliver or mail their nomination submission so that it is received by our Corporate Secretary no earlier than the close of business on the 150th150th day prior to the 20192024 annual meeting date, and no later than the close of business on the later of the 120th120th day prior to the 20192024 annual meeting date or the 10th10th day following the day we publicly disclose the 20192024 annual meeting date.
The nomination submission or notice of a proposal must include all of the information specified in our Bylaws. For a nomination, submission, the required information includes identifying and stockholding information about the nominee, information about the stockholder making the nomination, and the stockholder’s ownership of and agreements related to our stock. It also must include the nominee’s consent to serve if elected. Please refer to the advance notice provisions and proxy accessrelevant provisions of our Bylaws for additional information and requirements regarding stockholder nominations or other stockholder proposals. A copy of our Bylaws may be obtained by visiting the Investor Relations page of our website athttp://investor.visa.com under “Corporate Governance” or by writing tocontacting our Corporate Secretary at Visa Inc., P.O. Box 193243, San Francisco, CA 94119.Secretary.
Stockholders Sharing the Same Address
The SEC has adopted rules that allow a company to deliver a single proxy statement or annual report to an address shared by two or more of its stockholders. This method of delivery, known as “householding,” permits us to realize significant cost savings, reduces the amount of duplicate information stockholders receive, and reduces the environmental impact of printing and mailing documents to our stockholders. Under this process, certain
stockholders will receive only one copy of our proxy materials and any additional proxy materials that are delivered until such time as one or more of these stockholders notifies us that they want to receive separate
copies. Any stockholders who object to or wish to begin householding may contact our Investor Relations Department at(650) 432-7644, InvestorRelations@visa.com or Investor Relations, Visa Inc., P.O. Box 8999, San Francisco, CA 94128-8999. We will send an individual copy of the proxy statement to any stockholder who revokes their consent to householding within 30 days of our receipt of such revocation.
Fiscal Year 20172022 Annual Report and SEC Filings
Our financial statements for the fiscal year ended September 30, 20172022 are included in our Annual Report on Form10-K,10-K. which we will make available to stockholders at the same time as this proxy statement. Our Annual Report and this proxy statement are posted on our website athttp://investor.visa.com and are available from the SEC at its website at www.sec.gov. If you do not have access to the Internet or have not received a copy of our Annual Report,sec.gov. Alternatively, you may request a printed copy of it or any exhibits thereto without charge by writing tocontacting our Corporate Secretary at Visa Inc., P.O. Box 193243, San Francisco, CA 94119.Investor Relations Department.
VISA INC.
P.O. BOX 8999193243
SAN FRANCISCO, CA 94128-899994119-3243
ATTN: JOON HUH
VOTE BY INTERNET
Before The Meeting - Go to www.proxyvote.comor scan the QR Barcode above
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M.p.m. Eastern Time on January 29, 2018.23, 2023. Have your proxy card in hand when you access the websiteweb site and follow the instructions to obtain your records and to create an electronic voting instruction form.
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALSDuring The Meeting - Go to www.virtualshareholdermeeting.com/V2023
If you would like to reduceYou may attend the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronicallymeeting via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and when prompted, indicatevote during the meeting. Have the information that you agree to receive or access proxy materials electronicallyis printed in future years.the box marked by the arrow available and follow the instructions.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M.p.m. Eastern Time on January 29, 2018.23, 2023. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
D93505-P82138 KEEP THIS PORTION FOR YOUR RECORDS | ||||||||
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THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. | DETACH AND RETURN THIS PORTION ONLY | |||||||
VISA INC. | ||||||||||||||
The Board of Directors recommends you voteFOR each of the | ||||||||||||||
| 1. | the proxy statement. | |||||||||||||
| Nominees: | For | Against | Abstain | |||||||||||
| 1a. Lloyd A. Carney | ☐ | ☐ | ☐ | |||||||||||
| 1b. | ☐ | ☐ | ☐ | |||||||||||
| 1c. Francisco Javier Fernández-Carbajal | ☐ | ☐ | ☐ | |||||||||||
| 1d. | ||||||||||||||
| ☐ | ☐ | ☐ | ||||||||||||
| 1e. Ramon Laguarta | ☐ | ☐ | ☐ | |||||||||||
| 1f. Teri L. List | ☐ | ☐ | ☐ | |||||||||||
| 1g. John F. Lundgren | ☐ | ☐ | ☐ | |||||||||||
| 1h. | ☐ | ☐ | ☐ | |||||||||||
| 1i. | ☐ | ☐ | ☐ | |||||||||||
| 1j. Maynard G. Webb, Jr. | ☐ | ☐ | ☐ | |||||||||||
| The Board of Directors recommends you vote FOR | For | Against | Abstain | |||||||||||||||
2. | ☐ | ☐ | ☐ | |||||||||||||||
| The Board of Directors recommends you vote 1 YEAR on Proposal 3. | 1 Year | 2 Years | 3 Years | Abstain | ||||||||||||||
3. | ☐ | ☐ | ☐ | ☐ | ||||||||||||||
| The Board of Directors recommends you vote FOR Proposal 4. | For | Against | Abstain | |||||||||||||||
4. To ratify the appointment of KPMG LLP as our independent registered public accounting firm for | ☐ | ☐ | ☐ | |||||||||||||||
| The Board of Directors recommends you vote AGAINST Proposal 5. | For | Against | Abstain | |||||||||||||||
5. To vote on a stockholder proposal requesting an independent board chair policy. | ☐ | ☐ | ☐ | |||||||||||||||
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| Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. |
Signature [PLEASE SIGN WITHIN BOX] | Date | Signature (Joint Owners) | Date | |||||||||||
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on January |
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E33828-P98858D93506-P82138
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF VISA INC.
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The undersigned stockholder(s) appoint(s) Kelly Mahon Tullier and | ||
THIS PROXY, WHEN PROPERLY EXECUTED AND RETURNED IN A TIMELY MANNER, WILL BE VOTED AT THE ANNUAL MEETING AND AT ANY ADJOURNMENT OR POSTPONEMENT THEREOF IN THE MANNER DESCRIBED HEREIN. IF NO CONTRARY INDICATION IS MADE, THE PROXY WILL BE VOTED IN FAVOR OF ELECTING THE TEN NOMINEES IDENTIFIED HEREIN TO THE BOARD OF DIRECTORS, | ||
In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. | ||
Continued and to be signed on reverse side
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