VISA INC. V

Removed from 2024

• Name Title Ryan McInerney Chief Executive Officer Chris Suh Chief Financial Officer Paul Fabara Chief Risk and Client Services Officer Rajat Taneja President, Technology Kelly Mahon Tullier Vice Chair, Chief People and Corporate Affairs Officer Alfred F.
• Kelly, Jr. Former Executive Chairman and Senior Advisor
• Mr. Kelly retired as Executive Chairman on January 23, 2024, and remained an employee of Visa in a non-executive officer capacity in the position of Senior Advisor until February 15, 2024, when he retired from the Company.
• Compensation Mix Long-Term Equity Incentive CEO OTHER NEOs(Average)
• The pay mix charts above represent the components of the annual compensation program for our Chief Executive Officer and other NEOs who were employed with Visa through the entirety of fiscal year 2024.
• 2025 Proxy Statement 55
• Compensation Component Type of Pay Key Characteristics Purpose and Strategic Alignment Annual Cash Compensation Base Salary Fixed Reviewed annually based on individual performance, market pay levels, and internal pay equity.
• Attracts, retains, and rewards NEOs by providing a fixed source of income to reflect experience, skills, and competencies.
• Annual Incentive Awards Cash Incentive Awards Variable and At-Risk Variable cash compensation component based on performance against pre-established corporate performance goals in four categories that are aligned with our corporate strategy: Financial; Client; Foundational; and Operational Excellence, Talent, and Corporate Responsibility & Sustainability.
• Final payout is based on the Compensation Committee’s analysis of the Company’s performance against the pre-established scorecard goals and individual performance.
• Focuses NEOs on our annual results and aligns NEOs’ interests with stakeholders’ interests by rewarding performance based on the achievement of preestablished, strategic annual goals designed to position the Company competitively.
• Long-term Incentive Awards Equity Granted in the Form of Stock Options, Restricted Stock Units, and Performance Shares Variable and At-Risk Stock option and restricted stock unit awards vest annually over a three-year period.
• Performance shares vest after a three-year performance period, based on EPS and relative total shareholder return (TSR) results.
• ●For fiscal year 2024, 94% of the target total direct compensation of the annual compensation components for our Chief Executive Officer was variable and at-risk, and an average of 91% was variable and at-risk for our other NEOs.●Each NEO’s performance-based compensation includes an annual cash incentive award and long-term performance shares.
• Actual performance for the financial metrics in the annual incentive plan met or exceeded the performance goals established for the fiscal year.●Similar to our approach in prior years, the fiscal year 2024 annual incentive plan scorecard also included goals in the following three categories: Client; Foundational; and Operational Excellence, Talent, and Corporate Responsibility & Sustainability.
• ●The performance shares previously awarded on November 19, 2021 completed their three-year performance period at the end of fiscal year 2024.
• 2025 Proxy Statement 57
• What We Do
• Our equity award agreements also provide for the forfeiture of equity-based awards in the event of specified detrimental activity in the absence of a restatement, where permitted by applicable law.✓Short-Term and Long-Term Incentives/Measures: Our annual and long-term plans provide a balance of incentives and include complementary measures of performance.✓Capped Incentive Award: Payouts under our annual incentive plan and long-term performance shares are capped at 200% of target.✓Independent Compensation Consultant: The Compensation Committee engages an independent compensation consultant, who provides no other services to the Company.✓Stock Ownership Guidelines: To further align the interests of management with our stakeholders, we have robust stock ownership guidelines that require our executive officers to hold a significant multiple of their annual base salary in equity.✓Engagement with Shareholders: Our Board and management team greatly value the opinions and feedback of our shareholders, which is why we have proactive, ongoing engagement with our shareholders throughout the year focused on executive compensation.
• What We Don’t Do
• Similarly, our Executive Severance Plan does not contain a gross-up for excise taxes that may be imposed as a result of severance or other payments deemed to be made in connection with a change of control.✕Repricing of Stock Options: Our equity incentive plan prohibits the repricing of stock options and stock appreciation rights without prior shareholder approval.✕Fixed-Term Employment Agreements: Employment of our executive officers is “at will” and may be terminated by either the Company or the employee at any time.✕Single-Trigger Severance Arrangements: Our Executive Severance Plan and equity award agreements require a qualifying termination of employment in addition to a change of control before any change of control payments or benefits are triggered.✕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.
• Further, our annual incentive plan incorporates corporate responsibility and sustainability metrics that are tied to the Company’s strategic objectives.
• 2025 Proxy Statement 59
• ► Before End ofFiscal Year ► Beginning ofFiscal Year ► DuringFiscal Year ●Compensation Committee begins with a review of our compensation program, including its design and components, and assesses our compensation levels and their competitiveness against our peer companies to determine if any changes should be made to the program for the next fiscal year.
• ●Compensation Committee determines the principal components of compensation for the NEOs and the individual performance goals of the Chief Executive Officer and sets the performance goals for each performance-based compensation component.●Chief Executive Officer sets individual performance goals for each of the other NEOs, which are reviewed by the Compensation Committee.
• The individual performance goals are designed to further drive our corporate goals and strategic objectives while holding the NEOs accountable for their performance.
• ●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 so 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.
• After End ofFiscal Year ◄ ●Compensation Committee conducts a multi-part review of each NEO’s and the Company’s performance for the preceding fiscal year measured against the pre-established performance goals and makes annual compensation determinations.
• The Compensation Committee’s objective is to approve a level of compensation that is consistent with the level of performance delivered.●Our Chief Executive Officer reviews the performance of each NEO (other than his own performance, which is reviewed by the Compensation Committee and the other independent directors) and presents his compensation recommendations to the Compensation Committee.●Compensation Committee reviews the compensation recommendations and approves all compensation decisions for our NEOs based on its assessment of each NEO’s performance.●For his own performance review, the Chief Executive Officer prepares a self-assessment, which is reviewed by each independent director and discussed by the Compensation Committee and the other independent directors of the Board.
• When making compensation decisions for our Chief Executive Officer and other NEOs, the Compensation Committee considers the views of the other independent directors.
• Related Industry Peers Direct Peers Financial Services Technology &Interactive Media/Entertainment ●American Express Company●Discover Financial Services●Mastercard Incorporated●PayPal Holdings, Inc. ●Bank of America Corporation●BlackRock, Inc.●Citigroup Inc.●JPMorgan Chase & Co.●Morgan Stanley●The Goldman Sachs Group, Inc.●Wells Fargo & Company ●Accenture plc●Adobe Inc.●Alphabet Inc.●Block, Inc.●IBM Corporation●Intuit Inc.●Meta Platforms, Inc.●Microsoft Corporation●Oracle Corporation●Salesforce, Inc.
• In July 2024, using the same methodology described above except with a revenue cap of $170 billion, the Compensation Committee reviewed the peer companies and replaced Discover Financial Services with Capital One Financial Corporation for fiscal year 2025 and for compensation decisions at the end of fiscal year 2024, if and when Capital One’s pending acquisition of Discover closes as anticipated.
• 2025 Proxy Statement 61
• AnnualBaseSalary Annual IncentiveTarget(% of Salary) PayoutPercentage(up to 200%) AnnualIncentiveAward
• Mr. Kelly’s departure from the Company on February 15, 2024, qualified as a retirement within the meaning of the annual incentive plan; accordingly, he received a pro-rated annual incentive for fiscal year 2024 paid at target, pursuant to the plan terms.
• The same scorecard is used for determining the annual bonus funding for our broad-based employee bonus plan.
• 2 Evaluate Achievement of Scorecard Goals Following the end of fiscal year 2024, the Compensation Committee evaluated the Company’s performance relative to each goal in the annual incentive scorecard.
• 2025 Proxy Statement 63
• Designed to promote strong financial results and align our NEOs’ interests with the interests of shareholders; develop and enhance Visa’s relationships with clients; and support key business priorities.
• Selected Metrics Achievement Net Revenue Growth Net Revenue Growth – VIP adjusted of 10.0%, meeting the annual goal of 9.6% Net Income Growth Net Income Growth – VIP adjusted of 11.1%, exceeding the annual goal of 8.6% EPS Growth EPS Growth – VIP adjusted of 14.1%, exceeding the annual goal of 11.5% Net Promoter Score Net Promoter Score of 76, exceeding the annual goal of maintaining or improving year over year Payments Transactions Growth Payments Transactions Growth of 10%, falling below the annual goal of 12% Payments Volume Growth Payments Volume Growth constant dollar VIP adjusted of 9%, falling below the annual goal of 11% Cross-Border Volume Growth Cross-border Volume Growth excluding Intra-Europe constant dollar VIP adjusted of 15%, falling below the annual goal of 17% Net New Acceptance Locations Net New Acceptance Locations excluding China of 12.5 million, meeting the annual goal Token Transaction Penetration Token Transaction Penetration of 44.4%, exceeding the annual goal of 41.2% Brand Health Brand Health exceeded the annual goal of a majority of key markets at target
• Operational Excellence, Talent, and Corporate Responsibility & Sustainability Goals
• Designed to ensure that our NEOs enhance the wellbeing of our employees, clients, and the communities in which we operate, advance our corporate responsibility and sustainability strategy, and promote other business priorities such as risk management and brand health.
• Selected Metrics Achievement Growth Strategy Met our goals related to developing and driving our multi-year growth strategy to deliver payments leadership and position Visa to be the best way to pay and be paid.
• This includes promoting a global initiative to manage key risks, executing strategies in priority markets around the globe, and successfully delivering on M&A transactions and integration.
• Product Development Exceeded our goals related to transforming how we design, build, ship, and deploy our products to be bolder and faster in delivering innovation for our clients and the payments ecosystem and accelerating revenue growth.
• This includes successful implementation of fully aligned product and technology functions with clear and transparent product roadmaps.
• Brand & Marketing Met our goals related to positioning Visa’s brand for continued relevance and primacy in digital payments today and in the future, including launched campaigns, increased overall brand health in key markets, strengthened social media capabilities, and enhanced our marketing measurement framework.
• Sales Exceeded our goals to build a stronger go-to-market sales approach to transform Visa into a world class B2B sales organization by launching an enterprise-wide effort to build greater sales effectiveness capabilities and delivering meaningful sales transformation initiatives across the Company.
• Talent Exceeded our goals to evolve our culture and ways of working to drive higher performance and employee engagement, including launching new Leadership Principles and promoting widespread understanding and adoption; improving development of employees and retention of top talent through growth opportunities; improving employee engagement survey scores; continuing to make progress on our inclusion and diversity goals; and meeting employee recruitment and retention goals.
• Operational Resilience & Control Environment Met goals related to operational infrastructure availability and reliability for Authorization, Clearing, Settlement, Visa Direct, B2BConnect, and Visa Secure; cybersecurity, including protecting Visa’s code, infrastructure, and data from cyber breach; risk management, including continuing to protect Visa and the payments ecosystem with limited credit settlement losses, reducing fraud in the ecosystem, enabling an effective control environment, and driving strong engagement with regulators; driving a strong ethical culture with 100% completion of compliance training by employees; and increasing productivity through the use of generative AI.
• Corporate Responsibility & Sustainability Exceeded our goals to deliver positive corporate responsibility and sustainability outcomes, including goals related to rankings in industry ratings, maintaining 100% renewable electricity, achieving green office certification for 80% of global office space, and delivering on a roadmap for compliance with emerging disclosure requirements.
• 2025 Proxy Statement 65
• Mr. Kelly is not listed because he received a pro-rated annual incentive for fiscal year 2024 paid at target in connection with his retirement, in accordance with the annual incentive plan terms.
• ●Delivered strong overall scorecard results●Successfully built new partnerships with clients around the globe and deepened relationships with existing clients●Significantly advanced enterprise-wide transformational initiatives, including the evolution of Visa’s sales operating model, closer alignment of Visa’s product and technology efforts, and the adoption of generative AI tools to enhance internal productivity●Continued to drive strong employee engagement
• ●Met or exceeded annual scorecard goals against financial metrics●Delivered effective shareholder engagement, including throughout our exchange offer program●Successfully balanced investment in long-term, strategic priorities with thoughtful expense management●Drove modernization of finance processes and systems to improve analytical capabilities, enhance management decision making, and reduce inefficiencies
• ●Accelerated risk management capabilities and maintained Visa’s record with regulators●Delivered strong risk, control, and compliance environments and maintained effective engagement with regulators around the world●Successfully supported and managed risk for clients and the broader payments ecosystem●Continued to position Client Services as a best-in-class services organization
• ●Successfully maintained Visa’s effective and robust security posture and operational resilience ●Demonstrated operational excellence through availability, reliability, and resilience of core systems●Drove close alignment with business strategy by delivering product development efforts across Consumer Payments, New Flows, and Value-Added Services●Led efforts to utilize generative AI and other technologies to enhance internal productivity and unlock better experiences for clients and partners
• ●Delivered strong management of the Corporate Secretary function and engagement with the Board●Successfully met talent goals and enhanced Visa’s talent strategy to continue to position Visa as an attractive employer for top talent and a leading place to work ●Continued to build Visa’s internal culture and ways of working to drive performance and employee engagement●Effectively led engagement with governments and regulators around the world, as well as Visa’s communications, inclusive impact, and sustainability efforts
• Mr. Kelly is not listed in the table below because he received a pro-rated annual incentive for fiscal year 2024 paid at target in connection with his retirement, in accordance with the incentive plan terms.
• Salary forFY24 PayoutDetermination x TargetAnnualIncentive%(1) x TargetAnnualIncentive$(1) x PayoutPercentage = FinalAward Ryan McInerney $1,450,000 250% $3,625,000 110% $3,987,500 Chris Suh $ 900,000 175% $1,575,000 110% $1,732,500 Paul Fabara $ 800,000 160% $1,280,000 110% $1,408,000 Rajat Taneja $1,200,000 200% $2,400,000 110% $2,640,000 Kelly Mahon Tullier $ 900,000 175% $1,575,000 110% $1,732,500
• 2025 Proxy Statement 67
• In connection with its annual review of Mr. Kelly’s compensation, and in addition to relevant considerations described above, in consultation with its independent consultant, the Compensation Committee reviewed the pay practices of peer companies and other S&P 100 companies with chief executive officers who had transitioned into executive chair roles.
• Based on this information, and considering the importance of Mr. Kelly’s continued contributions to the Company, the Compensation Committee determined the appropriate total annual compensation for the Executive Chairman role, including the mix of cash and equity values, consistent with the compensation program for our other executives.
• Mr. Kelly’s annual equity award for service in fiscal year 2024 was then proportionately adjusted to reflect the period of time he was expected to remain employed with the Company.
• As a result, the Compensation Committee approved an award consisting of restricted stock units with a grant date value of $5,000,000, vesting in three equal installments for his continued service to the Company through each date on December 1, 2023; January 1, 2024; and February 1, 2024.
• Through this time, Mr. Kelly continued to provide leadership, working closely with Mr. McInerney on transition matters, with other members of the leadership team on strategic initiatives, and with the Board.
• He continued to meet with clients and engage with government officials, and his deep industry expertise and experience made him an invaluable resource to the Board as it planned for the future and navigated new opportunities in an increasingly complex business landscape.
• Components of annual equity awards granted onNovember 19, 2023 Grant DateValue ofStock Options($) Grant DateValue ofRestrictedStock Units($) Grant DateValue ofPerformanceShares atTarget($) Total CombinedGrant DateValue ofAnnual EquityAwards($) Ryan McInerney 4,937,500 4,937,500 9,875,000 19,750,000 Chris Suh 2,250,000 2,250,000 4,500,000 9,000,000 Paul Fabara 1,125,000 1,125,000 2,250,000 4,500,000 Rajat Taneja 3,125,000 3,125,000 6,250,000 12,500,000 Kelly Mahon Tullier 1,875,000 1,875,000 3,750,000 7,500,000
• 2025 Proxy Statement 69
• ThresholdPerformance TargetPerformance MaximumPerformance Modifying Metric 75% 100% 125% Three-Year Visa TSR Rank vs. S&P 500(1) 25th Percentileor Below 50th Percentile 75th Percentileor Above
• FY22 FY23 FY24 FY25 FY26 Performance Shares Granted Min Target Max Min Target Max Min Target Max 11/19/21 EPS: Goals by Year $6.07 $6.82 $7.30 $7.42 $8.34 $8.92 $8.70 $9.78 $10.46 EPS-PS Adjusted $7.48 $8.66 $9.98 Result as a % of Target 200.0% 154.8% 129.3% TSR Result Performance Shares Granted Min Target Max Min Target Max Min Target Max 11/19/22 and 2/15/23 EPS: Goals by Year $7.42 $8.34 $8.92 $8.70 $9.78 $10.46 -- -- -- EPS-PS Adjusted $8.66 $9.98 Result as a % of Target 154.8% 129.3% TSR Result Performance Shares Granted Min Target Max Min Target Max Min Target Max 11/19/23 EPS: Goals by Year $8.70 $9.78 $10.46 -- -- -- -- -- -- EPS-PS Adjusted Result $9.98 Result as a % of Target 129.3% TSR Result
• Primary Metric Threshold($) Target($) Maximum($) Result($) EPS Result as% of Target(1) Fiscal Year 2022 EPS-PS adjusted 6.07 6.82 7.30 7.48 200.0% of Target Fiscal Year 2023 EPS-PS adjusted 7.42 8.34 8.92 8.66 154.8% of Target Fiscal Year 2024 EPS-PS adjusted 8.70 9.78 10.46 9.98 129.3% of Target Average Result 161.4% of Target
• Modifying Metric Threshold(75% modifier) Target(100% modifier) Maximum(125% modifier) Result Modifier% Three-Year TSR Rank v.
• S&P 500 25th percentile 50th percentile 75th percentile 64th percentile 114%
• Primary Metric Result Times Modifying Metric Equals Final Payout Resultas a % of Target(capped at 200%) 161.4% x 114% = 184%
• 2025 Proxy Statement 71
• As a result, Mr. McInerney earned 61,147 shares versus his target of 33,232 shares, Mr. Kelly earned 97,560 shares versus his target of 53,022 shares, Mr. Fabara earned 17,405 shares versus his target of 9,459 shares, Mr. Taneja earned 57,253 shares versus his target of 31,116 shares, and Ms. Mahon Tullier earned 32,292 shares versus her target of 17,550 shares.
• The vesting of shares subject to Mr. Kelly’s award was due to the retirement vesting provisions of his outstanding award agreement, which provided for vesting of the performance shares at actual performance levels for the full performance period.
• Transition Benefits for Mr. Kelly In connection with Mr. Kelly’s retirement, the Compensation Committee approved a one-time, lump-sum cash payment of $54,072 to cover two years of continued health coverage under COBRA for Mr. Kelly and his family.