DEF 14A 1 d635500ddef14a.htm DEFINITIVE PROXY STATEMENT Definitive Proxy Statement
Table of Contents

 

 

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

 

 

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  Preliminary Proxy Statement
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  Definitive Proxy Statement
  Definitive Additional Materials
  Soliciting Material Pursuant to §240.14a-12

VISA INC.

 

 

(Name of Registrant as Specified In Its Charter)

 

 

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Table of Contents

LOGO

Notice of 2019 Annual Meeting and Proxy statement Visa


Table of Contents

 

LOGO   

 

Tuesday, January 29, 2019     

at 8:30 a.m. Pacific Time     

 

 

LOGO   

 

Le Méridien San Francisco     

333 Battery Street,     

San Francisco, California 94111     

 

LOGO   

 

If you wish to attend the     

Annual Meeting in person, you     

must reserve your seat by     

January 25, 2019 by contacting     

our Investor Relations     

Department at (650) 432-7644.     

Please refer to the “Voting and     

Meeting Information” section of     

the proxy statement for     

additional information.     

 

LOGO   

 

A live audio webcast of the    

Annual Meeting will be    

available on the Investor    

Relations page of our website    

at http://investor.visa.com at    

8:30 a.m. Pacific Time on    

January 29, 2019.    

 

    

 

Items of Business

 

1.  To elect the ten director nominees named in this proxy statement;

2.  To approve, on an advisory basis, the compensation paid to our named executive officers;

3.  To ratify the appointment of KPMG LLP as our independent registered public accounting firm for fiscal year 2019; and

4.  To transact such other business as may properly come before the Annual Meeting and any adjournment or postponement thereof.

 

The proxy statement more fully describes these proposals.

 

Record Date

 

Holders of our Class A common stock at the close of business on November 30, 2018 are entitled to notice of and to vote at the Annual Meeting and any adjournment or postponement thereof. Holders of our Class A common stock will be entitled to vote on all proposals.

 

Proxy Voting

 

Your vote is very important. Whether or not you plan to attend the Annual Meeting, 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 or about December 6, 2018, we expect to release the proxy materials to the stockholders of our Class A common stock and to send 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 2018 Annual Report, and to vote through the Internet or by telephone.

 

By Order of the Board of Directors

 

LOGO

 

Kelly Mahon Tullier

Executive Vice President, General

Counsel and Corporate Secretary

 

Foster City, California

December 6, 2018

 

 

Important Notice Regarding the Availability of Proxy Materials
for the 2019 Annual Meeting of Stockholders to be held on
January 29, 2019. The proxy statement and Visa’s Annual
Report for fiscal year 2018 are available at
http://investor.visa.com.

 

 


Table of Contents

TABLE OF CONTENTS

 

PROXY SUMMARY

     1  

CORPORATE GOVERNANCE

     9  

Board Leadership Structure

     9  

Board of Directors and Committee Evaluations

     10  

Director Succession Planning and Board Refreshment

     10  

Independence of Directors

     10  

Executive Sessions of the Board of Directors

     11  

Limitation on Other Board and Audit Committee Service

     11  

Management Development and Succession Planning

     12  

The Board of Directors’ Role in Risk Oversight

     12  

Stockholder Engagement on Corporate Governance, Corporate Responsibility and Executive Compensation Matters

     13  

Communicating with the Board of Directors

     14  

Attendance at Board, Committee and Annual Stockholder Meetings

     14  

Codes of Conduct and Ethics

     14  

Political Engagement and Disclosure

     15  

Corporate Responsibility and Sustainability

     15  

COMMITTEES OF THE BOARD OF DIRECTORS

     18  

Audit and Risk Committee

     18  

Certain Relationships and Related Person Transactions

     19  

Report of the Audit and Risk Committee

     20  

Compensation Committee

     21  

Compensation Committee Interlocks and Insider Participation

     22  

Risk Assessment of Compensation Programs

     22  

Compensation Committee Report

     23  

Nominating and Corporate Governance Committee

     24  

Process for Nomination of Director Candidates

     25  

Stockholder Proposed Candidates

     25  

Criteria for Nomination to the Board of Directors and Diversity

     26  

COMPENSATION OF NON-EMPLOYEE DIRECTORS

     27  

Highlights of our Non-Employee Directors Compensation Program

     27  

Annual Retainers Paid in Cash

     28  

Equity Compensation

     28  

Stock Ownership Guidelines

     28  

Charitable Matching Gift Program

     29  

Director Compensation Table for Fiscal Year 2018

     29  

Fees Earned or Paid in Cash

     30  

PROPOSAL 1  – ELECTION OF DIRECTORS

     31  

DIRECTOR NOMINEE BIOGRAPHIES

     33  

BENEFICIAL OWNERSHIP OF EQUITY SECURITIES

     38  

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     39  

EXECUTIVE OFFICERS

     40  

 

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COMPENSATION DISCUSSION AND ANALYSIS

     42  

Executive Summary

     42  

Say-on-Pay

     47  

Setting Executive Compensation

     47  

Compensation Philosophy and Objectives

     49  

Components of Executive Compensation

     50  

Summary of Fiscal Year 2018 Base Salary and Incentive Compensation

     51  

Fiscal Year 2018 Compensation

     52  

Fiscal Year 2019 Compensation

     62  

Other Equity Grant Practices and Policies

     63  

Policy Regarding Clawback of Incentive Compensation

     64  

Tax Implications – Deductibility of Executive Compensation

     65  

CEO PAY RATIO

     66  

EXECUTIVE COMPENSATION

     67  

Summary Compensation Table for Fiscal Year 2018

     67  

All Other Compensation in Fiscal Year 2018 Table

     69  

Grants of Plan-Based Awards in Fiscal Year 2018 Table

     70  

Outstanding Equity Awards at 2018 Fiscal Year-End Table

     72  

Option Exercises and Stock Vested Table for Fiscal Year 2018

     74  

Pension Benefits Table for Fiscal Year 2018

     74  

Visa Retirement Plan

     75  

Visa Excess Retirement Benefit Plan

     75  

Non-qualified Deferred Compensation for Fiscal Year 2018

     76  

Employment Arrangements and Potential Payments upon Termination or Change of Control

     78  

PROPOSAL 2  – APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS

     83  

PROPOSAL 3  – RATIFICATION OF THE APPOINTMENT OF KPMG LLP

     84  

Independent Registered Public Accounting Firm Fees

     85  

VOTING AND MEETING INFORMATION

     86  

Information About Solicitation and Voting

     86  

Who Can Vote

     86  

How to Vote

     87  

Change or Revoke a Proxy or Vote

     87  

How Proxies are Voted

     87  

Proxy Solicitor

     89  

Voting Results

     89  

Viewing the List of Stockholders

     89  

Attending the Meeting

     89  

OTHER INFORMATION

     90  

Stockholder Nomination of Director Candidates and Other Stockholder Proposals for 2020 Annual Meeting

     90  

Stockholders Sharing the Same Address

     90  

Fiscal Year 2018 Annual Report and SEC Filings

     91  

 

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PROXY SUMMARY

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 2019 ANNUAL MEETING OF STOCKHOLDERS

 

 

LOGO

     

 

Tuesday, January 29, 2019 at 8:30 a.m. Pacific Time

 

 

LOGO

 

     

 

Le Méridien San Francisco, 333 Battery Street, San Francisco, California 94111

 

LOGO

 

     

Stockholders planning to attend the Annual Meeting in person must contact our
Investor Relations Department at (650) 432-7644 by January 25, 2019 to reserve a
seat at the Annual Meeting.

LOGO

 

     

A live audio webcast of the Annual Meeting will be available on the Investor Relations page of our website at http://investor.visa.com at 8:30 a.m. Pacific Time on
January 29, 2019.

LOGO

 

     

 

November 30, 2018

 

VOTING MATTERS

 

   

Proposals

   Board
Recommendation
   Page Number
for Additional
Information

LOGO

 

      

Election of ten director nominees

  

FOR (each nominee)

 

   31

LOGO

 

      

Approval, on an advisory basis, of compensation paid to our named executive officers

 

   FOR    83

LOGO

 

      

Ratification of the appointment of our independent registered public accounting firm

 

   FOR    84


 

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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 7, which includes the following highlights:

 

Number of director nominees  

10

   Commitment to board refreshment  

LOGO

Percentage of Independent Director nominees  

90%

   Annual board, committee and director evaluations  

LOGO

Directors attended at least 75% of meetings  

ALL

   Regularly focus on director succession planning  

LOGO

Annual election of directors  

LOGO

   Regular executive sessions of Independent Directors  

LOGO

Majority voting for directors  

LOGO

   Risk oversight by full board and committees  

LOGO

Proxy access (3%/3-years)  

LOGO

   Stockholder outreach/engagement program  

LOGO

Separate Chairman and CEO  

LOGO

   Stock ownership requirements for directors and executive officers  

LOGO

Chairman is Independent Director  

LOGO

   Political Participation, Lobbying and Contributions Policy  

LOGO

Snapshot of 2019 Director Nominees

Our director nominees exhibit an effective mix of diversity, experience and perspective

 

 

LOGO

 

        Director          

Committee
Memberships

 

Other

Current

Public

Boards

   
     Name   Since   Principal Occupation   Independent   ARC   CC   NGC     

LOGO

 

Lloyd A. Carney

  2015   CEO, Carney Global Ventures LLC      

 

 

 

  2  

LOGO

 

Mary B. Cranston

 

 

2007

 

 

Director

    LOGO          

 

2

   

LOGO

  Francisco Javier
Fernández–Carbajal
  2007   Director General, Servicios
Administrativos Contry SA de CV
            3    

LOGO

 

Alfred F. Kelly, Jr.

  2014   CEO, Visa  

 

       

 

   

 

     

LOGO

 

John F. Lundgren

 

 

2017

 

 

Director

       

 

   

 

 

 

1

   

LOGO

 

Robert W. Matschullat

  2007   Independent Chairman, Visa      

 

   

 

   

 

  1    

LOGO

 

Denise M. Morrison

  2018   Director     *    

 

   

 

  1    

LOGO

 

Suzanne Nora Johnson

  2007   Director         LOGO     3    

LOGO

 

John A. C. Swainson

  2007   Director      

 

    LOGO      

LOGO

 

 

Maynard G. Webb, Jr.

  2014   Founder, Webb Investment Network      

 

      1    

 

ARC = Audit and Risk Committee     CC = Compensation Committee     NGC = Nominating & Corporate Governance Committee

* Denise Morrison was appointed to ARC effective January 1, 2019

 

 

LOGO  = Chair     = Member



 

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EXECUTIVE COMPENSATION PROGRAM HIGHLIGHTS

Highlights of Our Compensation Programs

 

WHAT WE DO:

 

LOGO

  

 

Pay for Performance

 

LOGO

  

 

Annual Say-on-Pay Vote

 

LOGO

  

 

Clawback Policy

 

LOGO

  

 

Short-Term and Long-Term Incentives/Measures with Payouts Capped at 200% of Target

 

LOGO

  

 

Independent Compensation Consultant

 

LOGO

  

 

Stock Ownership Guidelines

 

LOGO

  

 

Limited Perquisites and No Related Tax Gross-Ups

 

LOGO

  

 

Double-Trigger Severance Arrangements

 

LOGO

  

 

Mitigate Inappropriate Risk Taking

 

LOGO

  

 

Regularly Engage with Stockholders on Executive Compensation Matters

 WHAT WE DO NOT DO:

 

LOGO

  

 

Gross-ups for Excise Taxes

 

LOGO

  

 

Reprice Stock Options

 

LOGO

  

 

Fixed-Term Employment Agreements

 

LOGO

  

 

Allow Hedging and Pledging of Visa Securities

 

 

 

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.

 

Principles of our Compensation Programs
Pay for Performance   

 

The key principle of our compensation philosophy is pay for performance.

 

Alignment with Stockholders’ Interests

  

We reward performance that meets or exceeds the performance goals that the Compensation Committee establishes with the objective of increasing stockholder value.

 

 

Variation Based on Performance

  

 

We favor variable pay opportunities that are based on performance over fixed pay. The total compensation received by our named executive officers varies based on corporate and individual performance measured against annual and long-term goals.

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.



 

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LOGO

Key Elements of our Compensation Programs CEO Other NEOs Long Term Equity Incentive Annual Cash Incentive Compensation Mix Salary 7% Target Annual Incentive 16% Target Long-term Incentive 77% 93% at risk Salary 12% Target Annual Incentive 21% Target Long-term Incentive 67% 88% 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%



 

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COMPANY PERFORMANCE HIGHLIGHTS

During the fiscal year ended September 30, 2018, Visa delivered strong financial results, which reflected continued growth in our core operations as well as the impact of U.S. tax reform. Net operating revenues increased 12% to $20.6 billion. GAAP net income increased 54% to $10.3 billion, while adjusted net income increased 29% to $10.7 billion.(1) Payments volume increased 13% to $8.1 trillion, while processed transactions grew 12% to 124.3 billion. Our Class A common stock price increased 43%, and we returned $9.1 billion to stockholders in the form of share repurchases and dividends.

 

 

LOGO

Net Operating Revenue $20.6B Up 12% from 2017, $18.4B GAAP EPS $4.42 Up 58% from 2017, $2.80 EPS (Adj.)(1) $4.61 Up 29% from 2017, $3.48 Class A Common Stock Price $150.09 Up 43% from 2017, $105.24

 

 

LOGO

Total Shareholder Return(2) 43.6% 1 year 120.1% 3 years 225.6% 5 years $9.1B Returned to Stockholders in 2018 $7.2B In Gross Share Repurchases $1.9B In Dividends

 

 

(1) 

For further information regarding non-GAAP adjustments, including a reconciliation to GAAP, please see Item 7- Management’s Discussion and Analysis of Financial Condition and Results of Operations – Overview in our 2018 Annual Report as filed on Form 10-K with the Securities and Exchange Commission on November 16, 2018.

(2) 

Total shareholder return includes reinvestment of 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. Our strategic framework contains foundational pillars that are fundamental to maintaining Visa’s operational excellence and reputation as a trusted leader in the industry, and growth pillars that are critical for driving long-term sustained growth in a rapidly evolving landscape. At the center of our strategic framework is the “develop best talent” pillar, which reflects how our commitment to attract, develop and retain the best people globally is crucial to all aspects of Visa’s activities and long-term success.

The Board and management routinely confer on the execution of our long-term strategic plans, the status of key initiatives and the key opportunities and risks facing Visa. In addition, the Board periodically devotes meetings to conduct an in-depth long-term strategic review 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 each strategic pillar. This year, the Board met in London to discuss long-term strategy with an emphasis on the European market.

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 2018, please see our 2018 Annual Report, including the letter from our Chief Executive Officer, Alfred F. Kelly, Jr., to our stockholders.

Strategic Framework

 

 

LOGO

Growth Drive Digital Achieve success as a leading partner for digital payments comparable to what we have achieved in the physical world. Deepen Partnerships Evolve our client interactions to true partnerships with financial institutions, merchants and new industry partners. Expand Access Expand access to Visa products and services globally. Develop Best Talent Be the employer of choice for top talent. Foundational Transform Technology Transform Visas technology assets to drive efficiency and enable innovation. Champion Security Champion payment system security for the industry. Leverage World-Class Brand Bring Visas vision, mission and strategy to life through compelling brand expressions that drive measurable outcomes for Visa and our partners.



 

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Human Capital Management

Attracting, developing and retaining 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. We are investing in our employees to ensure we remain the employer of choice, and to continue to build an inclusive culture that inspires leadership, encourages innovative thinking and welcomes everyone.

To elevate our leadership culture, in 2017 we introduced the following Visa Leadership Principles, a set of behaviors that guide the way we act:

 

 

LOGO

We lead by example Be accountable Treat others with respect Demonstrate a passion for our business We excel with partners Build strong relationships inside and outside of Visa Provide excellent customer service Take a solutions-oriented approach We communicate openly Promote a share vision Communicate effectively Value others perspectives We act decisively Challenge the status quo Decide quickly Learn from our mistakes We enable and inspire Inspire success Remove barriers Value inclusivity and diversity We collaborate Break down silos Engage with our colleagues Deliver as One Team at One Visa

Employee Development and Engagement

Visa understands that becoming the industry employer of choice requires providing best-in-class training and development opportunities, while creating innovative programs that enable a vibrant and engaged learning culture to flourish. We strive to achieve this through a number of forums, including establishing the Visa University Digital Campus to curate development and learning resources in a single platform, utilizing content specifically developed at Visa (such as Payments and Leadership Curriculum) and complemented by recognized external sources.

Through structured online learning and live curricula, we are extending the reach of these learning programs. For example, Visa leaders have designed “learning paths” that help employees identify content matching their professional development needs. Skills based learning is also being led, created and delivered through functional colleges, such as Technology and Sales. Finally, early career employees can choose from a wide array of practical subjects, such as presentation skills and time management, to set a foundation for their long-term success.

We recognize that building an inclusive and high performance culture requires an engaged workforce, where employees are motivated to do their best work every day. We communicate with our employees in a number of ways, and we seek their input on a variety of subjects through our employee survey. In 2017, we received a 94 percent response rate and our scores improved across all categories.

Diversity and Inclusion

Visa is committed to cultivating a diverse and inclusive environment that supports the development and advancement of all. We foster a feeling of connectedness in the workplace, support diversity of background, experience and thought, support important initiatives like Equal Pay and actively work to eliminate unconscious biases that hold us all back.



 

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Our workforce must reflect diversity to understand how to tailor our products and services to meet those demands and expectations. With that mission in mind, Visa’s approach to diversity and inclusion involves three key areas of focus:

 

   

People First: Our goal at Visa is to attract, develop and retain a workforce that is reflective of the business and communities we support. We are looking for teams that bring diversity of thought, experience and backgrounds to the table at every level.

 

   

Environment Is Key: We are focused on fostering an inclusive organizational environment that celebrates differences and encourages unique perspectives.

 

   

Leaders Can Make a Difference: We are promoting cultural agility among all Visa leaders to maximize workforce engagement and ensure a more robust talent pipeline and leadership alignment and engagement.

These goals will help us harness the innovative potential of an inherently diverse workforce. At the same time, they will help drive our business initiatives.

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.

 

 

LOGO

Female 41% Gender in Global Workforce 59% Male Female 31% Gender in Global Leadership 69% Male Other 3% Black 6% Hispanic 11% Ethnicities in U.S. Workforce Asian 38% 42% White Other 1% Black 4% Hispanic 10% Asian 19% Ethnicities in U.S. Leadership 65% White 99.9c $1.02

*Notes:

 

Data as of September 30, 2018.

 

Ethnicities in U.S. Leadership percentages do not equal 100% due to rounding.

 

Leadership: Defined as VP and above.

 

Others: American Indian/Alaska Native, Native Hawaiian/Other Pacific Islander and two or more races. Ethnicity data does not include undeclared and blanks.

We regularly review our compensation practices and conduct thorough analyses to ensure alignment with our commitment to pay equity.

For more information, please see our 2017 Corporate Responsibility & Sustainability Report.



 

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CORPORATE GOVERNANCE

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, and the charters of each of the Board’s committees, please visit the Investor Relations page of our website at http://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.

Board Leadership Structure

The Company currently has an independent Chairman separate from the Chief Executive Officer. While the Company does not have a policy on whether the roles should be split, at this time the Nominating and Corporate Governance Committee and Board have split the role to allow Mr. Kelly to focus on the day-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. 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 a case-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 facilitating one-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.

 

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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 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 Nominating and Corporate Governance Committee oversees the evaluation process.

 

 

LOGO

Review of Evaluation Process NCGC reviews evaluation process annually Advanced Questionnaire 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 Discussion One-on-one discussions between Independent, third party facilitator and each director to solicit their views on board's effectiveness Evaluation Results Preliminary evaluation results are discussed with NCGC Chair and Board Chair Final evalualton results and recommendations discussed with the Board and committees

 

   
LOGO  

Feedback Incorporated

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. Last year’s evaluation contributed to the Board:

  appointing Denise Morrison to the Board
  holding one of its quarterly meetings in our London office
  forming a Finance Committee to oversee the Company’s financial-related matters

 

This year’s evaluation identified areas for continued focus, including:

  strategy development
  risk management, including technology
  diversity, including gender and minority equality
  Board composition in support of long-term strategy, and
  corporate culture

 

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 entitled Corporate 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.

Independence of Directors

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

 

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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 at http://investor.visa.com under “Corporate Governance.”

In October 2018, 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, Francisco Javier Fernández-Carbajal, Suzanne Nora Johnson, John F. Lundgren, Robert W. Matschullat, Denise M. Morrison, 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 Gary A. Hoffman was “independent” while he served on the Board during fiscal 2018.

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 in ordinary-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

The non-employee, independent members of our Board and all committees of the Board generally meet in executive session without management present during their regularly scheduled in-person board and committee meetings, and on an as-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:

 

Director Category   

Limit on publicly-traded board and

committee service, including Visa

All directors

   5 boards

Directors who are CEOs of a publicly-traded company

   3 boards

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. 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 of the 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

 

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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.

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, General Counsel and other members of our senior leadership team are responsible for the day-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.

 

LOGO

Board of Directors The Board exercises its oversight responsibility for risk both directly and through its standing committees. Throughout the year, the Board and each committee spend a portion of their time reviewing and discussing specific risk topics. On an annual basis, the Vice Chairman and Chief Risk Officer and other members of senior management report on our top enterprise risks, and the steps management has taken or will take to mitigate these risks. Our EVP, Technology and Operations provides regular updates to the Board on technology and cybersecurity, including an annual in-depth review. In addition, the General Counsel updates the Board regularly on material legal and regulatory matters. Written reports also are provided to and discussed by the Board regularly regarding recent business, legal, regulatory, competitive and other developments impacting the Company.

 

LOGO

 

     

LOGO

 

     

LOGO

 

     

Audit and Risk Committee

 

Oversees risks related to our enterprise risk framework and programs, including:

 

•  financial statements, financial reporting and internal controls

 

•   tax strategy

 

•  credit and liquidity

 

•  legal and regulatory

 

•  key operational risks

 

•   technology, including information security and cybersecurity

 

•  data privacy, including GDPR

 

•   compliance and ethics program, including AML and sanctions and

 

•   business continuity plan

 

 

     

Compensation Committee

 

Oversees risks related to employees and compensation, including:

 

•   our compensation policies and practices for all employees, and

 

•   our incentive and equity- based compensation plans

 

For additional information regarding the Compensation Committee’s review of compensation-related risk, please see the section entitled Risk Assessment of Compensation Programs.

 

     

Nominating and Corporate

Governance Committee

 

Oversees risks related to our overall corporate governance, including:

 

•   board effectiveness

 

•   board and committee composition

 

•  board size and structure

 

•   director independence

 

•   board succession

 

•   senior management succession, and

 

•   our corporate responsibility, philanthropy, and political participation and contributions

 

 

 

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Starting in 2019, the newly-formed Finance Committee will oversee financial risks, including risks related to M&A and capital investment. 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.

 

LOGO

We contacted our Top 50 Stockholders Representing over 59% of our outstanding Class A common stock We held in-person and telephonic meetings with 26 Stockholders Representing approximately 37% of our outstanding Class A common stock

 

Prior To Annual Meeting

 

•  We reach out to our top 50 investors to discuss corporate governance, corporate responsibility 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.

 

 

  LOGO   

Annual Meeting of Stockholders

 

Our stockholders vote on election of directors, executive compensation, ratification of our auditors and other management and stockholder proposals.

  LOGO  

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 proxy season outreach.

 

 

Feedback was positive overall with many investors expressing appreciation for the increased transparency in our disclosures on corporate governance, executive compensation and corporate responsibility matters. Topics covered during our discussions with investors included:

 

   

board composition and refreshment, including diversity and skills criteria

 

   

board risk oversight, including cybersecurity and privacy

 

   

our executive compensation program and philosophy

 

   

corporate responsibility and sustainability, including human capital management

A summary of the feedback we received was discussed and considered by the Board and enhancements have been made to our disclosures to improve transparency in these areas.

 

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Stockholders and other interested parties who wish to communicate with us on these or other matters may contact our Corporate Secretary electronically at corporatesecretary@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 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 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 at http://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 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 to businessconduct@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 at http://www.usa.att.com/traveler/access numbers/index.jsp outside of the United States, through our Confidential Online Compliance Hotline at https://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 11 times during fiscal year 2018. 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 2018 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 2018. The total number of meetings held by each committee is listed below, under the heading Committees 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 ten of our then-directors attended the 2018 Annual Meeting of Stockholders. Ms. Morrison joined the Board in August 2018 and, therefore, did not attend the 2018 Annual Meeting.

Codes of Conduct and Ethics

Our Board has adopted a Code of Business Conduct and Ethics, which applies to all directors, officers, employees and contingent staff of the Company. This Code includes a supplemental Code of Ethics for Senior Financial Officers, which applies to our Chief Executive Officer, Chief Financial Officer, Controller, 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 at http://investor.visa.com or by filing a current report on Form 8-K with the Securities and Exchange Commission (SEC).

 

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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 stockholders, employees, and other stakeholders. Additional information regarding our political activities and oversight may be found at https://usa.visa.com/about-visa/operating-responsibly.html.

Visa has a Political Participation, Lobbying and Contributions 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 the pre-approval of the Company’s Government Relations 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 Policy, the Nominating and Corporate Governance Committee must pre-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 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 report that is 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, 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, 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 report and links to our quarterly U.S. federal lobbying activities and expenditures reports.

In 2018, the Center for Political Accountability assessed our disclosures for its annual CPA-Zicklin Index of Corporate Political Disclosure and Accountability, and designated Visa a “trendsetter” (the highest designation in the CPA-Zicklin Index).

Corporate Responsibility and Sustainability

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 tremendous opportunity and responsibility to use our business to connect the world – enabling economic growth and strengthening economies while also helping improve lives and create a better world. We are committed to managing the risks and opportunities that arise from environmental, social and governance (ESG) issues.

 

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Integrated Approach to Corporate Responsibility

As detailed below, Visa takes an integrated approach to managing ESG performance and transparency, which consists of governance, engagement and reporting on our initiatives.

 

   

Functional Leadership: Corporate responsibility is managed at a functional level across our strategic and operational areas, with responsibility rolling up to executive level oversight

 

   

Corporate Responsibility & Sustainability Leadership Council: Co-chaired by our global head of Corporate Responsibility and Sustainability and Chief Counsel – Corporate, and with representation from more than a dozen senior leaders, serves as the central coordinating body for our responsibility strategy, benchmarking and reporting

 

   

Board and Committee Oversight: The Nominating and Corporate Governance Committee’s charter includes formal responsibility for and oversight of corporate responsibility and sustainability policies, programs and reporting

Key Focus Areas of ESG Strategy and Recent Progress

Strategy Focuses on Five Priority Areas, Each Informed by Materiality Assessment and Stakeholder Engagement

 

LOGO

Transforming Commerce Innovation & Technology Payments Security Expanding Access Financial Inclusion Partnerships Solutions Investing in Our People Employee Development & 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 Giving

 

 

 Visa Innovation Centers in San Francisco, Singapore, London, Miami, Dubai, Berlin, Sao Paolo

 

 Visa Developer Platform opened to clients and partners in Europe

 

 Visa Everywhere Initiative expanded to Europe and Latin America

 

 Expanded efforts to drive the security of payments data in all channels of commerce

 

 

 New financial inclusion programs underway in Egypt, India, Mexico and beyond

 

 Reached 200 million+ previously unbanked / underserved people with access to electronic payments account in recent years toward goal of 500 million by 2020

 

 

 

 Expanded Visa University through new learning paths, Payments Everywhere program

 

 Advanced our diversity and inclusion initiatives; signed CEO Action for D&I pledge

 

 Added employee benefits: survivor income, back-up child and elder care, concierge service

 

 Opened a comprehensive employee health center in the Bay Area

 

 

 

 Committed to transition to 100% renewable electricity by end of 2019

 

 Completed 10th annual global environmental footprint; absolute GHG emissions declined YOY

 

 Nearly 70% of global office / data center square footage awarded LEED or other green-building certification as of 2017

 

 Launched new Supplier Code of Conduct to all active suppliers

 

 Named a “Trendsetter” for political transparency in CPA-Zicklin Index

 

 

 

 Established and launched the Visa Foundation; initial grant of up to $20M to Women’s World Banking over five years

 

 Estimated 40 million+ individuals reached via Visa’s financial literacy programs in 44 markets around the world since 2009; 378 financial institutions use Visa’s financial literacy materials

 

 35,000 employee hours volunteered in 2017

 

 Responded to major humanitarian crises, including Hurricanes Harvey, Irma and Maria

 

 

 

 

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Third Party Recognition of our Progress

 

   

Dow Jones Sustainability Index – in 2018, placed on DJSI for second year in a row. Overall score has steadily increased since 2016.

 

   

FTSE4Good – All category subscores (Environmental, Social, and Governance) increased in 2017.

 

   

MSCI – “A” rating. MSCI ratings have risen consistently since 2014.

 

   

Newsweek Green Rankings – #73 of 500 U.S. companies. Up 170 spots from prior year. Top among payments networks.

 

   

100 Best Corporate Citizens 2018 – Named for the first time in 2018 to Corporate Responsibility Magazine’s list of the 100 Best Corporate Citizens. Only payments network among the 100 Best.

 

   

World’s Most Ethical Companies – Named one of the World’s Most Ethical Companies for the sixth consecutive time in 2018.

We encourage you to read more about how we are working to build a connected world and a better future for everyone, everywhere on our website and in our 2017 Corporate Responsibility & Sustainability Report.

 

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COMMITTEES OF THE BOARD OF DIRECTORS

The current standing committees of the Board are the Audit and Risk Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee. The Board has also formed a Finance Committee, effective January 1, 2019. Each of the standing committees operates pursuant to a written charter, which are available on the Investor Relations page of our website at http://investor.visa.com under “Corporate Governance – Committee Composition.”

 

   

Audit and Risk Committee

 

    
         
         
         

 

  Committee members:

  Lloyd A. Carney,

      Audit Committee Financial Expert

  Mary B Cranston, Chair

  Gary A. Hoffman (resigned in March   2018)

  John F. Lundgren,

      Audit Committee Financial Expert

 

  Number of meetings in
  fiscal year 2018: 7

 

 

    

“The Committee remains focused on reviewing the key risks facing Visa; and oversaw the Company’s response to several regulatory developments, including adoption of the GDPR in Europe and corporate tax reform in the U.S.”

 

– Mary B. Cranston, Chair

 

 

LOGO

 

  

Key Activities in 2018

 

 

Reviewed and discussed with management the adoption of the new revenue recognition accounting standard, which is effective for Visa on October 1, 2018;

 

Monitored the integrity of our financial statements, our compliance with legal and regulatory requirements, our internal control over financial reporting and the performance of our internal audit function and KPMG, our independent registered public accounting firm;

 

Selected, approved the compensation of, and oversaw the work of KPMG, including the forthcoming audit partner rotation for FY2019;

 

Reviewed and discussed with management the disclosures required to be included in our annual report on Form 10-K and our quarterly reports on Form 10-Q, including the Company’s significant accounting policies, and areas subject to significant judgment and estimates;

 

On a quarterly basis, reviewed audit results and findings prepared by internal audit;

 

Reviewed and recommended to the Board for approval amendments to our Audit and Risk Committee charter;

 

Monitored compliance with our Code of Business Conduct and Ethics, and reviewed the implementation and effectiveness of the Company’s compliance and ethics program;

 

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 enterprise risk framework and programs;

 

Reviewed tax strategy and the impact of U.S. tax reform;

 

Monitored the Company’s technology risks, including migration of Visa Europe’s systems onto VisaNet, business continuity, privacy and data protection (including compliance with GDPR) and cybersecurity;

 

Reviewed and discussed the 2018 budget with management;

 

Reviewed and approved the FY2018 Global Business Continuity Program plan, Risk Appetite Framework, the FY2018 internal audit plan and the Internal Audit Charter;

 

Reviewed and approved our Related Person Transactions Policy; and

 

Reviewed and reapproved the Company’s Whistleblower Policy, procedures for the receipt, retention and treatment of complaints we receive including regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.

 

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Certain Relationships and Related Person Transactions

The Audit and Risk Committee has adopted a written Statement of Policy with respect to Related Person Transactions, 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 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 Policy, the Audit and Risk Committee will evaluate all options available, including ratification, revision or termination of the related person transaction. The 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.

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 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 2018, no related person has had a material interest in any of our business transactions or relationships.

 

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Report of the Audit and Risk Committee

The Committee, comprised 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 http://investor.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, 2018. In addition, the Committee has discussed with KPMG the matters required to be discussed by Auditing Standard No. 1301, as adopted by the Public Company Accounting Oversight Board (PCAOB).

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 of non-audit services to the Company impairs the auditor’s independence, and concluded that KPMG is independent from the Committee 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 Form 10-K for the fiscal year ended September 30, 2018, for filing with the Securities and Exchange Commission.

Audit and Risk Committee of the Board of Directors

Mary B. Cranston (Chair)

Lloyd A. Carney

John F. Lundgren

 

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Compensation Committee

 

    
       
       
       

 

  Committee members:

Francisco Javier Fernández-Carbajal

      Suzanne Nora Johnson, Chair

      John A. C. Swainson

      Maynard G. Webb, Jr.

 

  Number of meetings in

  fiscal year 2018: 6

 

  

“In 2018, we continued with our commitment to paying for performance and preferring variable over fixed pay through the use of multiple metrics, compensation types, and measurement periods designed to support stockholder value creation, while avoiding undue risk.”

 

– Suzanne Nora Johnson, Chair

 

  LOGO   

Key Activities in 2018

 

 

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 named executive officers’ compensation, including annual performance objectives;

 

Evaluated the performance of our Chief Executive Officer and other named executive officers in light of the corporate goals and objectives and, based on such evaluation, determined, approved and reported to the Board the annual compensation of our Chief Executive Officer and other named executive officers, including salary, bonus, equity and other benefits;

 

Reviewed and recommended to the independent members of the Board the form and amount of compensation of our directors;

 

Oversaw administration and regulatory compliance with regard to the Company’s incentive and equity-based compensation plans, including Company tax deductibility;

 

Reviewed the operations of the Company’s executive compensation programs 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 stock ownership guidelines for directors and named executive officers, as well as individual compliance;

 

Reviewed and discussed with management the compensation disclosures required to be included in the Company’s annual filings;

 

Oversaw the Company’s submissions to a stockholder vote on executive compensation matters, including the 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;

 

Reviewed the appropriateness of the Company’s peer group;

 

Reviewed the Company’s programs and practices related to executive workforce diversity and the administration of executive compensation programs in a non-discriminatory manner; and

 

Received and reviewed updates on regulatory and compensation trends and compliance, including disclosure of the ratio of median employee compensation to CEO compensation.

 

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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, 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.

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 or non-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.

 

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Table of Contents

 

Compensation Committee Report

 

The Compensation Committee has:

 

•   reviewed and discussed the section entitled Compensation Discussion and Analysis with management; and

 

•   based on this review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis section be included in this proxy statement.

 

COMPENSATION COMMITTEE

 

Suzanne Nora Johnson (Chair)

Francisco Javier Fernández-Carbajal

John A. C. Swainson

Maynard G. Webb, Jr.

 

 

 

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Table of Contents
   

Nominating and Corporate Governance Committee

 

    
         
         
         

 

  Committee members:

  Francisco Javier Fernandez-Carbajal

  Suzanne Nora Johnson

  John A. C. Swainson, Chair

  Maynard G. Webb, Jr.

 

  Number of meetings in
  fiscal year 2017: 8

 

    

“In 2018, we continued to focus on board composition and structure, adding Denise Morrison to the Board and forming a Finance Committee to assist the Board in its oversight of the Company’s financial matters.”

 

– John A. C. Swainson, Chair

 

 

LOGO

 

  

Key Activities in 2018

 

 

Identified, selected and recommended a new director, Denise M. Morrison, to serve as a member of the Board, and effective January 1, 2019, the Audit and Risk Committee;

 

Recommended the formation of a Finance Committee to have oversight of the Company’s finances, capital allocation and investments; dividends and stock repurchase programs; mergers and acquisitions; debt, credit facilities, financings and capital structure; and other tax, treasury and insurance matters, which the Board approved to be effective January 1, 2019;

 

Reviewed the criteria used to identify individuals qualified to become our directors to ensure it aligns with our current business needs and long-term strategy;

 

Regularly discussed board composition and reviewed director candidates in light of our director qualification criteria, current business needs and long-term strategy;

 

Reviewed the company’s governance practices and policies, which were approved by the Board, including

   

the Corporate Governance Guidelines, which was revised to formalize the Board’s commitment to board diversity and refreshment; and disclose current practices such as our hedging and pledging prohibition and oversight of management succession planning, in addition to CEO succession planning;

   

Nominating and Corporate Governance Committee Charter, which was revised to disclose the Committee’s current practice of reviewing the director qualification criteria in light of the Company’s long-term strategy and oversight of the Company’s ESG stockholder engagement program; and

   

Board Communications Policy.

 

Reaffirmed the Board’s categorical director independence standards, and reviewed the qualifications and determined the independence of the members of the Board and its committees;

 

Reviewed each director’s compliance with the requirements of the Corporate Governance Guidelines relating to service on other boards or audit committees of publicly-traded companies;

 

Reviewed succession and development plans for management, including the succession of the Chief Executive Officer in the event of an emergency or retirement;

 

Oversaw the annual evaluation of the Board, its committees and directors;

 

Oversaw our stockholder engagement program on corporate governance, corporate responsibility and executive compensation matters;

 

Reviewed and approved the 2018 corporate political contribution plan, and oversaw the Company’s political contributions and lobbying activities; and

 

Reviewed corporate responsibility developments and oversaw Company’s charitable giving.

 

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Table of Contents

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 the criteria it considers needed to support Visa’s long-term strategy. After an in-depth review of the candidates, the Nominating and Corporate Governance Committee 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. After careful review and consideration, the Board will nominate candidates for election, or re-election, at our annual meeting of stockholders. The Board may appoint a director to the Board during the course of the year to serve until the next meeting of stockholders.

 

   

 

Sources for
Candidate Pool

 

         

 

In-Depth
Review

         

 

Full Board
Review

         

 

Board
Nominates

       
   

   Independent directors

 

   Independent search firm

 

   Our management

 

   Stockholders

    u    

   Consider skills matrix

 

   Consider diversity

 

   Review independence and potential conflicts

 

For New Candidates:

 

   Screen qualifications

 

   Meet with our directors

   

u

   

Review selected candidates for election / appointment at recommendation by NCGC

 

   

u

    Candidates for election to Board at Annual Meeting of Stockholders / appoints to Board during the year    

u

 

LOGO

                                                                         

Stockholder Proposed Candidates

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 heading Other Information – Stockholder Nomination of Director Candidates and Other Stockholder Proposals for 2020 Annual Meeting on page 90 of this proxy statement. For additional information regarding this process, please see our Bylaws.

 

25


Table of Contents

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.

 

 

 

LOGO
  LOGO   LOGO
  LOGO
  LOGO
Payments   Technology   Senior
Leadership

 

  Public Company
Boards
  Financial

 

 

LOGO
  LOGO   LOGO
  LOGO   LOGO
Global
Markets
  Marketing |
Brand

 

  Risk   Government |
Geo-political
  E-Commerce |
Mobile

 

 

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.

 

26


Table of Contents

COMPENSATION OF NON-EMPLOYEE DIRECTORS

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 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 our non-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. Mr. Kelly, our Chief Executive Officer, does not receive additional compensation for his service as a director.

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 our non-employee directors in connection with their service on the Board and its committees for fiscal year 2018. The Compensation Committee considered the results of an independent analysis completed by FW Cook. As part of this analysis, FW Cook reviewed non-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 our non-employee director compensation program is consistent with that of our peer group, the Compensation Committee made no changes to the amounts of non-employee director compensation for fiscal year 2018. As noted in last year’s proxy statement, however, starting in fiscal year 2018, the annual equity award vests immediately upon grant.

Highlights of our Non-Employee Director Compensation Program

AMONG THE HIGHLIGHTS OF OUR PROGRAM ARE:

 

 

     LOGO

  

 

No Fees for Board Meeting Attendance: No fees are paid for board meeting attendance.

 

 

     LOGO

  

 

Emphasis on Equity: There is an emphasis on equity in the overall compensation mix to further align interests with stockholders.

 

 

     LOGO

  

 

Recognition of Special Roles: Special roles (such as independent Chair and Committee Chairs) are fairly recognized for their additional time commitments.

 

 

     LOGO

 

  

 

Formulaic Annual Equity Grants with Immediate Vesting: Annual restricted stock units are granted under a fixed-value formula with immediate vesting to support independence.

 

 

     LOGO

  

 

Robust Stock Ownership Guidelines: A robust stock ownership guideline of five times the annual board membership retainer supports alignment with stockholders’ interests.

 

 

     LOGO

  

 

Limited Perquisites and No Related Tax Gross-Ups: Other benefits are limited (e.g., matching charitable contributions).

 

 

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Table of Contents

Annual Retainers Paid in Cash

Each non-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 2018.

 

  Type of Retainer    Amount of Retainer

 

  Annual Board Membership

 

   $105,000

 

  Independent Chair

 

   $185,000

 

  Audit and Risk Committee Membership

 

  

 

$20,000

 

  Compensation Committee Membership

 

  

 

$10,000

 

  Nominating and Corporate Governance Committee Membership

 

  

 

$10,000

 

  Audit and Risk Committee Chair

 

  

 

$25,000

(in addition to member retainer)

 

  Compensation Committee Chair

 

  

 

$20,000

(in addition to member retainer)

  Nominating and Corporate Governance Committee Chair

 

  

 

$20,000

(in addition to member retainer)

 

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.

Equity Compensation

Each non-employee director also receives an annual equity grant under our 2007 Equity Incentive Compensation Plan, as amended and restated, 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. In fiscal year 2018, a grant with a grant date value of $185,000 was awarded to each non-employee director other than John Lundgren on November 19, 2017. 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, John Lundgren received a grant with a grant date value of $154,187 on November 19, 2017, reflecting a pro-rated grant based on his initial partial year of board service. Gary Hoffman also received a prorated grant with a grant date value of $30,862 for his final partial year of service as a director through March 29, 2018. Grants to all non-employee directors were made in the form of restricted stock units, which vest immediately upon grant. Directors may elect to defer settlement of all or a portion of their equity grants.

Stock Ownership Guidelines

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 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. Each non-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.

 

28


Table of Contents

Charitable Matching Gift Program

Our non-employee directors may participate in our Board Charitable Matching Gift Program. Under this program, Visa will match contributions to eligible non-profit organizations, up to a maximum of $15,000 per director per calendar year. Our non-employee directors may also participate in our PAC Charitable Matching Program. Under this program, when non-employee directors make a contribution to a Visa PAC, Visa will match their contribution to a qualifying charity or charities the non-employee director selects, up to a maximum of $5,000 per director per calendar year.

Director Compensation Table for Fiscal Year 2018

The following tables provide information on the total compensation earned by each of our non-employee directors who served during fiscal year 2018.

 

  Name Fees Earned
or Paid in Cash
($)(1)
Stock
Awards
($)(2)
All Other
Compensation
($)(3)
Total
($)

 

  Lloyd A. Carney

 

 

 

125,000

 

 

 

 

185,047

 

 

 

 

5,000

 

 

 

 

 

 

315,047

 

 

 

 

  Mary B. Cranston

 

 

 

150,000

 

 

 

 

185,047

 

 

 

 

20,000

 

 

 

 

355,047

 

 

 

  Francisco Javier Fernández-Carbajal

 

 

 

125,000

 

 

 

 

185,047

 

 

 

 

0

 

 

 

 

310,047

 

 

 

  Gary A. Hoffman

  62,500   215,909 (4)    171,477 (5)    449,886
 

 

  John F. Lundgren(6)

 

 

 

125,000

 

 

  154,187 (6)   

 

5,000

 

 

 

 

284,187

 

 

 

  Robert W. Matschullat

 

 

 

290,000

 

 

 

 

185,047

 

 

 

 

32,500

 

 

 

 

507,547

 

 

 

  Denise M. Morrison(7)

 

 

 

-

 

 

 

 

-

 

 

 

 

-

 

 

 

 

-

 

 

 

  Suzanne Nora Johnson

 

 

 

145,000

 

 

 

 

185,047

 

 

 

 

15,000

 

 

 

 

345,047

 

 

 

  John A. C. Swainson

 

 

 

145,000

 

 

 

 

185,047

 

 

 

 

23,862

 

 

 

 

353,909

 

 

 

  Maynard G. Webb, Jr.

 

 

 

125,000

 

 

 

 

185,047

 

 

 

 

20,000

 

 

 

 

330,047

 

 

 

(1)

Additional information describing these fees is included under the heading Fees Earned or Paid in Cash.

(2)

Represents the aggregate grant date fair value of the awards granted to each director computed in accordance with stock-based accounting rules (Financial Standards Accounting Board (“FASB”) ASC Topic 718). Assumptions used in the calculation of these amounts are included in Note 13 – Share-based Compensation to our fiscal year 2018 consolidated financial statements, which are included in our Annual Report on Form 10-K filed with the SEC on November 16, 2018.

(3)

Amounts include the matching contributions we made on behalf of our directors for fiscal year 2018 pursuant to our Board Charitable Matching Gift Program in the amount of: $15,000 for Ms. Cranston; $27,500 for Mr. Matschullat; $10,000 for Ms. Nora Johnson; $6,000 for Mr. Swainson; and $15,000 for Mr. Webb. Because fiscal year 2018 overlaps two calendar years, amounts matched on behalf of Mr. Matschullat during the fiscal year are greater than $15,000 even though his donations were within the $15,000 per calendar year limit. The amounts also include the $5,000 matching contributions we made on behalf of each of the following directors for fiscal year 2018 pursuant to our PAC Charitable Matching Program: Mr. Carney; Ms. Cranston; Mr. Lundgren, Mr. Matschullat; Ms. Nora Johnson; Mr. Swainson; and Mr. Webb. For Mr. Swainson, this amount also includes the cost of his spouse’s commercial travel expenses totaling $12,862 related to a Board of Directors’ July 2018 meeting in London and the 2018 FIFA World Cup in Moscow. The value of the spousal travel expenses related to these events that are less than $10,000 are not included in the table above, consistent with SEC rules, which do not require disclosure of perquisites that are less than $10,000 in the aggregate.

(4)

Mr. Hoffman’s stock award also includes the pro-rata award for his final partial year of service as a director through March 29, 2018.

(5)

Mr. Hoffman’s All Other Compensation reflects $171,477 in compensation during fiscal year 2018 in consideration for his services as a director of Visa Europe. This amount was converted from the Great British Pound using the exchange rate on the last day of the fiscal year, September 30, 2018.

 

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Table of Contents
(6)

Mr. Lundgren received a prorated stock award based on the portion of the Board year he served as a Director.

(7)

Ms. Morrison was appointed to the board on August 2, 2018. Because she was not a director at the beginning of the quarter, she received no compensation payments during the 2018 fiscal year.

Fees Earned or Paid in Cash

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 2018.

 

  Name  

Board

Retainer
($)

   

Independent
Chair

Retainer

($)

   

Audit and

Risk
Committee
Chair/
Member
Retainer

($)

   

Compensation
Committee
Chair/
Member
Retainer

($)

   

Nominating

and Corporate
Governance
Committee
Chair/

Member
Retainer

($)

 

 

  Lloyd A. Carney

 

   

 

105,000

 

 

 

   

 

-

 

 

 

   

 

20,000

 

 

 

   

 

-

 

 

 

   

 

-

 

 

 

 

  Mary B. Cranston

 

   

 

105,000

 

 

 

   

 

-

 

 

 

   

 

45,000

 

 

 

   

 

-

 

 

 

   

 

-

 

 

 

 

  Francisco Javier Fernández-Carbajal

 

   

 

105,000

 

 

 

   

 

-

 

 

 

   

 

-

 

 

 

   

 

10,000

 

 

 

   

 

10,000

 

 

 

 

  Gary A. Hoffman(1)

 

   

 

52,500

 

 

 

   

 

-

 

 

 

   

 

10,000

 

 

 

   

 

-

 

 

 

   

 

-

 

 

 

 

  John F. Lundgren

 

   

 

105,000

 

 

 

   

 

-

 

 

 

   

 

20,000

 

 

 

   

 

-

 

 

 

   

 

-

 

 

 

 

  Robert W. Matschullat

 

   

 

105,000

 

 

 

   

 

185,000

 

 

 

   

 

-

 

 

 

   

 

-

 

 

 

   

 

-

 

 

 

 

  Suzanne Nora Johnson

 

   

 

105,000

 

 

 

   

 

-

 

 

 

   

 

-

 

 

 

   

 

30,000

 

 

 

   

 

10,000

 

 

 

 

  John A. C. Swainson

 

   

 

105,000

 

 

 

   

 

-

 

 

 

   

 

-

 

 

 

   

 

10,000

 

 

 

   

 

30,000

 

 

 

 

  Maynard G. Webb, Jr.

 

 

   

 

105,000

 

 

 

   

 

 

-

 

 

 

 

 

   

 

-

 

 

 

   

 

10,000

 

 

 

   

 

10,000

 

 

 

(1)

Mr. Hoffman resigned from the Board effective March 29, 2018. The amounts shown reflect prorated cash fees Mr. Hoffman earned for service during the portion of the fiscal year 2018 during which he served as a director.

Fiscal Year 2019 Director Compensation

After consultation with FW Cook, the Compensation Committee made certain changes to the equity portion of the non-employee director compensation program, which will be effective for fiscal year 2019. The Compensation Committee considered FW Cook’s advice on industry best practice regarding timing of equity grants and approved a change in the grant date of the awards from November 19 to the date of our Annual Meeting of Stockholders. The Compensation Committee also reviewed peer group data and FW Cook’s advice on equity grant values and the desire to provide compensation that is more aligned with such advice and weighted more to equity-based compensation rather than cash in order to further align their interests with those of our stockholders. After considering such advice, the Compensation Committee approved an increase in the grant date value of the annual equity grant for non-employee directors to $200,000, to take effect for grants made on or after October 1, 2018.

 

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Table of Contents

PROPOSAL 1 – ELECTION OF DIRECTORS

 

 

LOGO

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 a one-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 29, 2019: Lloyd A. Carney, Mary B. Cranston, Francisco Javier Fernández-Carbajal, Alfred F. Kelly, Jr., John F. Lundgren, Robert W. Matschullat, Denise M. Morrison, Suzanne Nora Johnson, John A.C. Swainson and Maynard G. Webb, Jr.. Ms. Morrison was recommended by a global search firm. She 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.

Unless proxy cards are otherwise marked, the persons named as proxies will vote all 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.

 

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Table of Contents

Summary of Director Qualifications and Experience

 

                                                                                                                                   

 

     

LOGO

 

 

LOGO

 

 

LOGO

 

 

LOGO

 

 

LOGO

 

 

LOGO

 

 

LOGO

 

 

LOGO

 

 

LOGO

 

 

LOGO

 

 

LOGO

 

 

 

Payments

 

     

 

 

 

 

 

 

 

 

     

 

 

     

 

 

 

 

 

 

 

 

 

LOGO

 

 

 

Technology

 

 

 

 

         

 

 

     

 

 

     

 

 

 

 

 

 

 

 

 

LOGO

 

 

 

Senior Leadership

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LOGO

 

 

 

Public Company Boards

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LOGO

 

 

Financial

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     

 

 

 

LOGO

 

 

 

Global Markets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LOGO

 

 

 

Marketing | Brand

 

             

 

 

 

 

 

 

 

 

 

 

 

         

 

 

 

LOGO

 

 

 

Risk

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   

 

LOGO

 

 

 

Government | Geo-political    

 

 

 

 

 

 

 

 

 

 

 

 

 

 

             

 

 

       

 

LOGO

 

 

 

E-Commerce | Mobile

 

             

 

 

         

 

 

         

 

 

 

LOGO

 

 

 

Gender | Diversity

 

 

 

 

 

 

 

 

 

 

             

 

 

 

 

 

       

 

LOGO

 

 

 

Years on Board

 

 

 

3

 

 

 

11

 

 

 

11

 

 

 

5

 

 

 

1

 

 

 

11

 

 

 

<1

 

 

 

11

 

 

 

11

 

 

 

5

 

 

32


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DIRECTOR NOMINEE BIOGRAPHIES

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.

 

     

LOGO

Lloyd A. Carney

 

Age: 56

 

Independent

 

Director Since:

June 2015

 

Board Committees:

Audit and Risk

Committee

 

 

Public Company Directorships:

 

(current) Nuance Communications, Inc.; ChaSerg Technology Acquisition Corp; Visa Inc.

(prior) Brocade Communications Systems, Inc., Cypress Semiconductor Corporation;

Micromuse, Inc. (Chairman)

 

Career Highlights:

 

•  Chief Executive Officer and director, ChaSerg Technology Acquisition Corp, a Special Purpose Acquisition Corp since September 2018

•  Chief Executive Officer, Carney Global Ventures, LLC, an early round investor, since March 2007

•  Chief Executive Officer and director of Brocade Communications Systems, Inc., a global supplier of networking hardware and software from January 2013 to November 2017

•  Chief Executive Officer and director of Xsigo Systems, an information technology and hardware company, from 2008 to 2012

•  Chief Executive Officer and chairman of the board of Micromuse, Inc., a networking management software company, acquired by IBM, from 2003 to 2006

•  B.S. degree in Electrical Engineering Technology and an Honorary PhD from the Wentworth Institute of Technology, and a M.S. degree in Applied Business Management from Lesley College

 

  

Specific Qualifications, Experience, Attributes and Skills:

 

 

 

LOGO LOGO LOGO LOGO LOGO LOGO LOGO

 

•  Held senior leadership roles at Juniper Networks, Inc., a networking equipment provider, Nortel Networks Inc., a former telecommunications and data networking equipment manufacturer, and Bay Networks, Inc., a computer networking products manufacturer

•  As former Chief Executive Officer for Brocade and prior to that for multiple technology companies, he has extensive experience with information technology, strategic planning, finance and risk management

•  As a director of a number of public and private companies, he has experience with corporate governance, financial reporting and controls, risk management and business strategy and operations

     

LOGO

Mary B. Cranston

 

Age: 70

 

Independent

 

Director Since:

October 2007

 

Board Committees:

Audit and Risk

Committee

 

 

Public Company Directorships:

 

(current) The Chemours Company; MyoKardia, Inc.; Visa Inc.

(prior) Exponent, Inc.; GrafTech International, Inc.; International Rectifier Corporation; Juniper Networks, Inc.

 

Career Highlights:

 

•  Retired Senior Partner of Pillsbury Winthrop Shaw Pittman LLP, an international law firm

•  Chair and Chief Executive Officer of Pillsbury from January 1999 to April 2006; continued to serve as Chair of the firm until December 2006; Firm Senior Partner until January 2012

•  A.B. degree in Political Science from Stanford University, a J.D. degree from Stanford Law School and a M.A. degree in Educational Psychology from the University of California, Los Angeles

  

Specific Qualifications, Experience, Attributes and Skills:

 

 

LOGO LOGO LOGO LOGO LOGO LOGO LOGO

 

•  Gained a broad understanding of the business and regulation of the financial services industry as well as of the management of a global enterprise through tenure at the Pillsbury law firm

•  Represented banks and financial institutions for over 30 years, and as Chief Executive Officer of the firm, regularly met with senior executives from banking clients, covering concerns and issues relevant to the financial services industry

•  Oversaw the opening of the firm’s offices in London, Singapore, Sydney and Hong Kong, and expanded the Tokyo office

•  Substantial expertise in complex antitrust, class action and securities law cases and was recognized by the National Law Journal in 2002 as one of the “100 Most Influential Lawyers in America”

•  Regularly reviewed corporate strategies and financial and operational risks as a director of other U.S. publicly-traded companies

•  Identified and managed legal risks for many Fortune 500 companies throughout her legal career, which has helped inform her service as Chair of the Audit and Risk Committee

•  Experience and background provide her with significant insight into the legal and regulatory issues facing Visa and its clients, as well as into the challenges of operating a diverse, multinational enterprise

 

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Table of Contents
     

LOGO

Francisco Javier Fernández-Carbajal

 

Age: 63

 

Independent

 

Director Since:

October 2007

 

Board Committees:

Compensation Committee;

Nominating and Corporate Governance Committee

 

 

Public Company Directorships:

 

(current) ALFA S.A.B. de C.V.; CEMEX S.A.B. de C.V.; Fomento Economico Mexicano, S.A.B. de C.V.; Visa Inc.

(prior) El Puerto de Liverpool, S.A.B. de C.V.; Fresnillo, plc; Grupo Aeroportuario del Pacifico, S.A.B. de C.V.; Grupo Bimbo, S.A.B. de C.V.; Grupo Gigante, S.A.B. de C.V.; Grupo Lamosa, S.A.B. de C.V.; IXE Grupo Financiero S.A.B. de C.V.

 

Career Highlights:

 

•  Consultant for public and private investment transactions and wealth management advisor since January 2002

•  Director General of Servicios Administrativos Contry S.A. de C.V., a privately held company that provides central administrative and investment management services, since June 2005

•  Chief Executive Officer of the Corporate Development Division of Grupo Financiero BBVA Bancomer, S.A., a Mexico-based banking and financial services company that owns BBVA Bancomer, one of Mexico’s largest banks from July 2000 to January 2002; held other senior executive positions at Grupo Financiero BBVA Bancomer since joining in September 1991, serving as President from October 1999 to July 2000, and as Chief Financial Officer from October 1995 to October 1999

•  Degree in Mechanical and Electrical Engineering from the Instituto Tecnológico y de Estudios Superiores de Monterrey and an M.B.A. degree from Harvard Business School

 

  

Specific Qualifications, Experience, Attributes and Skills:

 

 

LOGO LOGO LOGO LOGO LOGO LOGO LOGO

 

•  Substantial payment systems, financial services and leadership experience from his tenure with Grupo Financiero BBVA Bancomer, for which he served in a variety of senior executive roles, including Chief Executive Officer of the Corporate Development Division, Executive Vice President of Strategic Planning, Deputy President of Systems and Operations, Chief Information Officer, Deputy President, President and Chief Financial Officer

•  Background and career in the payments and financial services industry in Mexico enable him to bring global perspectives to the board and to provide relevant insights regarding Visa’s strategies, operations and management. In addition, he chaired the BBVA Bancomer’s Assets and Liabilities Committee, Credit Committee and Operational Risk Committee, which enhanced his understanding of risk management of large, complex organizations

•  As the Chief Financial Officer of a large publicly-traded company, and through his board and committee membership with several large companies in Mexico, he has accumulated extensive experience in corporate finance and accounting, financial reporting and internal controls, human resources and compensation, which contributes to his service on our Compensation and Nominating and Corporate Governance Committees

     

LOGO

Alfred F. Kelly, Jr.

 

Age: 60

 

Director Since:

January 2014

 

Board Committees:

None

 

Public Company Directorships:

 

(current) Visa Inc.

(prior) MetLife Inc.; Affinion Group Holdings, Inc.; Affinion Group, Inc.

 

Career Highlights:

 

•  Chief Executive Officer, Visa Inc. since December 2016

•  Chief Executive Officer and President of Intersection, a digital technology and media company, from March 2016 to October 2016

•  Management Advisor, TowerBrook Capital Partners L.P. from April 2015 to February 2016

•  Chairman, President and Chief Executive Officer of the 2014 NY/NJ Super Bowl Host Company, the entity created to raise funds for and host Super Bowl XLVIII, from April 2011 to August 2014

•  Held senior positions at the American Express Company, a global financial services company, for 23 years, including serving as President from July 2007 to April 2010, Group President, Consumer, Small Business and Merchant Services from June 2005 to July 2007, and Group President, U.S. Consumer and Small Business Services from June 2000 to June 2005

•  Former head of information systems at the White House from 1985 to 1987

•  Held various positions in information systems and financial planning at PepsiCo Inc. from 1981 to 1985

•  B.A. degree in Computer and Information Science and a M.B.A. degree from Iona College

  

Specific Qualifications, Experience, Attributes and Skills:

 

 

LOGO LOGO LOGO LOGO LOGO LOGO LOGO LOGO LOGO LOGO

 

•  As the President of American Express, he was responsible for the company’s global consumer businesses, including consumer and small business cards, customer service, global banking, prepaid products, consumer travel and risk and information management

•  Significant tenure and experience as a senior executive of a global financial services and payment card company provide him with a thorough understanding of our business and industry

•  Has experience in information technology and data management, both areas relevant to our business, from his service as the head of information systems of the White House and his roles at PepsiCo

•  His previous service as a member of the Audit Committee of MetLife, and as Chair of the Audit Committees of Affinion Group Holdings, Inc. and its wholly-owned subsidiary, Affinion Group, Inc., enhanced his expertise in the areas of corporate finance, accounting, internal controls and procedures for financial reporting, risk management oversight and other audit committee functions

 

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Table of Contents
     

LOGO

John F. Lundgren

 

Age: 67

 

Independent

 

Director Since:

April 2017

 

Board Committees:

Audit and Risk Committee

 

Public Company Directorships:

 

(current) Callaway Golf Company; Visa Inc.

(prior) Stanley Black & Decker, Inc.; Staples, Inc.

 

Career Highlights:

 

•  Chief Executive Officer of Stanley Black & Decker, Inc. from March 2010 until his retirement in July 2016; also served as Chairman until December 2016

•  Chairman and Chief Executive Officer of The Stanley Works, a worldwide supplier of consumer products, industrial tools and security solutions for professional, industrial and consumer use, from March 2004 until its merger with Black & Decker in March 2010

•  President of European Consumer Products of Georgia-Pacific Corporation from January 2000 to February 2004

•  President of European Consumer Products of James River Corporation from 1995 to 1997 and Fort James Corporation from 1997 to 2000 until its acquisition by Georgia-Pacific

•  B.A. degree from Dartmouth College and an MBA from Stanford University

 

  

Specific Qualifications, Experience, Attributes and Skills:

 

 

LOGO LOGO LOGO LOGO LOGO LOGO

 

•  Substantial executive leadership and brand experience having served over 12 years as Chief Executive Officer and Chairman of Stanley Black & Decker and The Stanley Works

•  Knowledge and experience with consumer market in Europe having served as President, European Consumer Products of Georgia Pacific Corporation, Fort James Corporation and James River Corporation for over 14 years

•  Currently serves as a member of the Audit Committee of Callaway Golf Company, providing him with experience in the areas of corporate finance, accounting, internal controls and procedures for financial reporting, risk management oversight and other audit committee functions

•  As a director of other public companies, he has experience with corporate governance, risk management, and business strategy and operations

     

LOGO

Robert W. Matschullat

 

Age: 71

 

Independent

 

Director Since:

October 2007

 

Board Committees:

Attends committee meetings in his capacity as independent Chair of the Board, but is not a committee member, is not counted for purposes of determining quorum for committee meetings and does not vote on committee matters.

 

Public Company Directorships:

 

(current) The Clorox Company; Visa Inc.

(prior) The Walt Disney Company; McKesson Corporation; Morgan Stanley & Co. Incorporated; The Seagram Company Limited

 

Career Highlights:

 

•  Independent Chair of our Board since April 2013

•  Independent Lead Director (November 2012 to July 2015); interim Chairman and interim Chief Executive Officer (March 2006 to October 2006); Presiding Director (January 2005 to March 2006), and Chairman of the board (January 2004 to January 2005) of the Clorox Company, a global consumer products company

•  Vice Chairman of the board of directors and Chief Financial Officer of The Seagram Company Limited, a global company with entertainment and beverage operations, from 1995 until 2000

•  Head of worldwide investment banking at Morgan Stanley & Co. Incorporated, a securities and investment firm, from 1991 to 1995

•  Served on the board of directors of The Walt Disney Company from 2002 to 2018, McKesson Corporation from 2002 to 2007, and Morgan Stanley from 1992 to 1995

•  B.A. degree in Sociology from Stanford University and a M.B.A. degree from the Stanford Graduate School of Business

  

Specific Qualifications, Experience, Attributes and Skills:

 

LOGO LOGO LOGO LOGO LOGO LOGO LOGO LOGO

 

•  Substantial executive leadership, financial services and risk management experience, having served as the head of worldwide investment banking and a director of Morgan Stanley, the Vice Chairman and Chief Financial Officer of Seagram, and the Chairman and interim Chief Executive Officer of Clorox

•  Was responsible for all finance, strategic planning, corporate communications, government, tax, accounting and internal auditing, mergers and acquisitions and risk management functions at Seagram

•  Served as the chair of the Audit Committee of Disney and Clorox, and as chair of the Finance Committee and a member of the Audit Committee of McKesson. These roles enhanced his expertise in the areas of corporate finance, accounting, internal controls and procedures for financial reporting, risk management oversight and other audit committee functions

•  Has experience managing complex, multinational operations from his tenure at Morgan Stanley, which operates in over 42 countries around the world, as well as Seagram and Clorox, whose products are sold in over 100 countries

 

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Table of Contents
     

LOGO

Denise M. Morrison

 

Age: 64

 

Independent

 

Director Since:

August 2018

 

Board Committees:

Audit and Risk Committee

(Effective January 1, 2019)

 

Public Company Directorships:

 

(current) Metlife, Inc.; Visa Inc.

(prior) Campbell Soup Company

 

Career Highlights:

 

•  President and Chief Executive Officer (August 2011 to May 2018), and a Board member (October 2010 to May 2018); Executive Vice President and COO (October 2010 to July 2011); Senior Vice President, President of North America Soup, Sauces and Beverages (October 2007 to September 2010); President, Campbell USA (June 2005 to September 2007); and President, Global Sales and Chief Customer Officer (April 2003 and May 2005) of Campbell Soup Company, a food and beverage company

•  Held senior positions at Kraft Foods, Inc., a food and beverage company, including Executive Vice President and General Manager, Snacks Division from 2001 to 2003; Executive Vice President and General Manager, Confections Division in 2001; Senior Vice President and General Manager, Nabisco Down the Street Division in 2000; Senior Vice President, Nabisco Sales and Integrated Logistics from 1998 to 2000; Vice President, Nabisco Foods Sales and Integrated Logistics from 1997 to 1998 and Area Vice President, West, Nabisco Sales and Integrated Logistics from 1995 to 1997

•  Held various senior marketing and sales positions at Nestle SA from 1984 to 1995

•  Held Business Development manager position at PepsiCo, Inc. from 1982 to 1984

•  Held various manager and sales positions at The Procter & Gamble Company from 1975 to 1982

•  B.S. degrees in Economics and Psychology from Boston College

 

  

Specific Qualifications, Experience, Attributes and Skills:

 

LOGO LOGO LOGO LOGO LOGO LOGO LOGO

 

•  Distinguished record of building strong businesses and growing iconic brands, having served over 15 years as Chief Executive Officer and other senior management roles at Campbell Soup Company, whose products are sold in over 120 countries around the world

•  Her extensive executive leadership experience provides her with a strong understanding of the key strategic challenges and opportunities of running a large, complex business, including financial management, operations, risk management, talent management and succession planning

•  Her prior experience in sales, marketing, operations and business development in leading consumer product companies add to her deep understanding of the consumer and retail market

•  Her board and committee service with public and private companies provide her with a strong understanding of the effective functioning of corporate governance structures

     

 

LOGO

Suzanne Nora Johnson

 

Age: 61

 

Independent

 

Director Since:

October 2007

 

Board Committees:

Compensation Committee;

Nominating and Corporate Governance Committee

 

Public Company Directorships:

 

(current) American International Group, Inc.; Intuit Inc.; Pfizer Inc.; Visa Inc.

 

Career Highlights:

 

•  Vice Chairman of the Goldman Sachs Group, Inc., a bank holding company and a global investment banking, securities and investment management firm, from November 2004 until her retirement in January 2007

•  Served in various leadership roles at Goldman Sachs, including Chair of the Global Markets Institute, head of the Global Investment Research Division and head of the Global Healthcare Business; founded the firm’s Latin American business

•  B.A. degree in Economics, Philosophy/Religion and Political Science from the University of Southern California and a J.D. degree from Harvard Law School

  

Specific Qualifications, Experience, Attributes and Skills:

 

LOGO LOGO LOGO LOGO LOGO LOGO LOGO LOGO

 

•  Extensive financial services, international and executive leadership experience from her 21-year tenure at Goldman Sachs. As Vice Chairman of the firm, as well as in her prior roles as Chair of the Global Markets Institute, head of the Global Investment Research Division and head of the firm’s Global Healthcare Business, she gained expertise in strategic and financial planning, risk oversight and multinational operations, which enables her to provide sound guidance and insight regarding Visa’s strategies and management

•  Significant financial experience from her work in investment banking and investment research, including a thorough understanding of financial statements, corporate finance, accounting and capital markets

•  Clerked for the United States Court of Appeals for the Fourth Circuit and practiced transactional and banking law at a pre-eminent national law firm, a background that provides her with insight into the laws and regulations that impact Visa

•  Her board and committee service for American International Group, Intuit and Pfizer similarly contribute to her strong understanding of corporate governance and the best practices of effective publicly-traded company boards

 

 

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Table of Contents
     

LOGO

 

John A. C. Swainson

 

Age: 64

 

Independent

 

Director Since:

October 2007

 

Board Committees:

Compensation Committee;

Nominating and Corporate Governance Committee

 

 

Public Company Directorships:

 

(current) Visa Inc.

(prior) Assurant Inc.; Broadcom Corporation, CA, Inc.; Cadence Design Systems Inc.

 

Career Highlights:

 

•  Executive Partner, Siris Capital Group, a private equity firm, since November 2017

•  President of the Software Group of Dell Inc., a global computer manufacturer and information technology solutions provider, from February 2012 to November 2016

•  Senior Advisor to Silver Lake Partners, a global private investment firm, from June 2010 to February 2012

•  Chief Executive Officer of CA, Inc. (now CA Technologies), an information technology management software company, from February 2005 to December 2009 and was President and a director of CA, Inc. from November 2004 to December 2009

•  Vice President of Worldwide Sales for the Software Group of International Business Machines Corporation (IBM), a globally integrated technology company, from July 2004 to November 2004

•  General Manager of the Application Integration Middleware division of IBM from 1997 to 2004

•  Bachelor of Applied Science degree in Engineering from the University of British Columbia

  

Specific Qualifications, Experience, Attributes and Skills:

 

LOGO LOGO LOGO LOGO LOGO LOGO

 

 

•  Significant experience in the information technology industry, as well as in executive management, international operations, strategy, sales and marketing, from his tenure at Dell, CA Inc., and IBM

•  Responsible for leading Dell’s worldwide software businesses as the President of the Software Group, including software delivered as part of Dell’s hardware and services operations.

•  Oversaw the strategic direction and day-to-day operations as the Chief Executive Officer and director of CA, Inc., which is a multinational enterprise software business serving clients around the globe

•  Spent 26 years as a senior executive at IBM, including as Vice President of Worldwide Software Sales, where he oversaw sales for all IBM software products globally

•  Served as the General Manager of the Application Integration and Middleware Division, IBM’s largest software division, where he and his team developed, marketed and launched highly successful middleware products

•  Member of IBM’s Worldwide Management Council, strategy team and senior leadership team

•  Extensive executive experience from his roles at Dell, CA Inc., and IBM enables him to provide valuable insight into Visa’s product and growth strategies and other key aspects of the Company’s day-to-day business and management

•  Prior board and committee service for Cadence Design Systems Inc., Assurant Inc. and Broadcom Corporation broadened his exposure to new technologies, and provided him with expertise in the corporate governance of U.S. publicly-traded companies, which is relevant to his service on our Nominating and Corporate Governance Committee and Compensation Committee

 

     

LOGO

 

Maynard G. Webb, Jr.

 

Age: 63

 

Independent

 

Director Since:

January 2014

 

Board Committees:

Compensation Committee;

Nominating and Corporate Governance Committee

 

Public Company Directorships:

 

(current) Salesforce.com. Inc.; Visa Inc.

(prior) Extensity, Inc.; Gartner, Inc.; Hyperion Solutions Corporation; LiveOps, Inc.; Niku Corporation; Yahoo! Inc.

 

Career Highlights:

 

•  Founder of Webb Investment Network, an early stage investment firm, and a co-founder of Everwise Corporation, a provider of workplace mentoring solutions

•  Chairman of the Board of LiveOps Inc., a cloud-based call center, from 2008 to 2013 and was its Chief Executive Officer from December 2006 to July 2011

•  Chief Operating Officer of eBay, Inc., a global commerce and payments provider, from June 2002 to August 2006, and President of eBay Technologies from August 1999 to June 2002

•  Senior Vice President and Chief Information Officer at Gateway, Inc., a computer manufacturer, from July 1998 to August 1999

•  Vice President and Chief Information Officer at Bay Networks, Inc., a computer networking products manufacturer, from February 1995 to July 1998

•  Bachelor of Applied Arts degree from Florida Atlantic University

  

Specific Qualifications, Experience, Attributes and Skills:

 

LOGO LOGO LOGO LOGO LOGO LOGO LOGO LOGO

 

 

•  Significant experience in developing, managing and leading high-growth technology companies, both from his roles as an investor and as a senior executive of LiveOps and eBay

•  Substantial leadership and operational experience, having served as the Chief Executive Officer of LiveOps, Chief Operating Officer of eBay, Inc., President of eBay Technologies, and as Chief Information Officer of Gateway and Bay Networks

•  His experience and expertise in engineering and information technology, as well as his prior and current service on the boards of several large, publicly-traded technology companies, enable him to contribute to the board’s understanding and oversight of Visa’s management, operations, systems and strategies

 

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Table of Contents

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 1,757,242,452 shares of Class A common stock outstanding as of November 30, 2018.

Directors and Executive Officers

The following table sets forth information known to the Company as of November 30, 2018 with respect to beneficial ownership of our Class A common stock by:

 

   

each member of the Board;

 

   

our named executive officers for fiscal year 2018; 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 November 30, 2018.

 

Name of Beneficial Owner    Class A
common stock
  

Shares Issuable

Pursuant to Options
Exercisable within 60 days

of November 30, 2018

       Total    

Directors and Named Executive Officers:

              

Rajat Taneja

       169,962        519,931        689,893

Ryan McInerney

       97,999        420,673        518,672

Alfred F. Kelly, Jr.

       51,446        197,178        248,624 (1) 

Vasant Prabhu

       67,223        172,192        239,415

Kelly Mahon Tullier

       45,784        191,728        237,512

Suzanne Nora Johnson

       107,832        -        107,832

John A. C. Swainson

       68,692        -        68,692

Robert W. Matschullat

       57,368        -        57,368 (1) 

Francisco Javier Fernández-Carbajal

       24,872        -        24,872

Mary B. Cranston

       18,428        -        18,428 (1) 

Lloyd A. Carney

       5,471        -        5,471

John F. Lundgren

       1,404        -        1,404

Denise M. Morrison

       742        -        742

Maynard G. Webb, Jr.

       -        -        -(1)

All Directors and Executive Officers as a Group (17 persons)

       1,044,431        1,984,578        3,029,009

 

(1)

Total does not include the following number of shares deferred by each of our directors, as to which no voting or investment power currently exists: Matschullat (2,880), Cranston (9,100), Kelly (5,126) and Webb (9,100).

 

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Table of Contents

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 30, 2018. In furnishing the information below, the Company has relied on information filed with the SEC by the beneficial owners.

 

Name and Address of

Beneficial Owner

     Date of Schedule 13G/A  
Filing
  

Amount and Nature of

Beneficial Ownership(1)

  

Percent of Class

(%)

The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 19355

   February 9, 2018    129,187,103    7.13

BlackRock Inc.
55 East 52nd Street
New York, NY 10055

   February 8, 2018    120,243,230    6.6

 

(1)

Beneficial Owner    Sole Power to
Vote
     Shared Power
to Vote
     Sole Power to
Dispose
     Shared Power
to Dispose
 

Vanguard

     2,601,534        431,808        126,220,227        2,966,876  

BlackRock

     103,194,838        0        120,243,230        0  

SECTION 16(a) BENEFICIAL OWNERSHIP

REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended (Exchange Act) requires our directors, executive officers and persons who beneficially own more than 10 percent of our Class A common stock, to file initial reports of ownership and reports of changes in ownership of our Class A common stock and our other equity securities with the SEC, and to furnish copies of such reports to the Company. Based solely on our review of the reports provided to us and on representations received from our directors and executive officers, we believe that all of our directors, executive officers and persons who beneficially own more than 10 percent of our Class A common stock complied with all Section 16(a) filing requirements applicable to them with respect to transactions during fiscal year 2018, except that due to an administrative oversight, a Form 4 was not timely filed to report a grant of RSUs to each of Mary B. Cranston and Maynard G. Webb, Jr. on November 19, 2017, and a grant of RSUs to Gary A. Hoffman on November 19, 2017 and March 29, 2018.

 

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Table of Contents

EXECUTIVE OFFICERS

Biographical data for each of our current executive officers is set forth below, excluding Mr. Kelly’s biography, which is included under the heading Director Nominee Biographies above.

 

 

LOGO

Lynne Biggar

 

Executive Vice President and Chief Marketing and Communications Officer

 

Age: 56

 

 

 

•  Joined Visa in February 2016

•  Leads all global efforts driving Visa’s global brand and surrounding marketing and client/consumer engagement efforts, including brand positioning, sponsorship management and activation, media and channel strategies, data and insights development, and internal and external communications

•  Former Executive Vice President – Consumer Marketing and Revenue for Time Inc., one of the largest branded media companies, from November 2013 to January 2016, where she was responsible for driving consumer revenue for Time Inc. brands and products across all channels, consumer insights, data solutions and customer service.

•  Held many senior positions at American Express Company, a multinational financial services corporation, from 1992 to 2013, most recently as Executive Vice President & General Manager – International Card Products and Experiences from January 2012 to November 2013, and Executive Vice President & General Manager – US Membership Rewards and Strategic Card Services in 2011

•  Member of the Board of Directors of Voya Financial, Inc.

•  Received her B.A. in international relations from Stanford University and an MBA from Columbia University

 

LOGO

Ryan McInerney

 

President

 

Age: 43

 

 

 

•  Joined Visa in May 2013

•  Responsible for delivering value to Visa’s financial institutions, acquirers, merchants and strategic partners in more than 200 countries and territories around the world

•  Oversees Visa’s market leadership teams, client support services, innovation and strategic partnerships, and global product solutions

•  Served as Chief Executive Officer of Consumer Banking for JPMorgan Chase, a global financial services firm, from June 2010 to May 2013, where he oversaw a business with more than 75,000 employees and revenues of approximately $14 billion; was responsible for a banking network serving 20 million customers in 23 states

•  Served as Chief Operating Officer for Home Lending and as Chief Risk Officer for Chase’s consumer businesses, overseeing all credit risk management in credit card, home lending, auto finance, education finance, consumer banking and business banking; also served as Chase’s head of Product and Marketing for Consumer Banking

•  Former Principal at McKinsey & Company in the firm’s retail banking and payments practices

•  Received a finance degree from the University of Notre Dame

 

 

LOGO

Vasant M. Prabhu

 

Executive Vice
President and Chief
Financial Officer

 

Age: 58

 

 

 

•  Joined Visa in February 2015

•  Served as Chief Financial Officer for NBCUniversal, a multinational media conglomerate, from May 2014 to February 2015, where he oversaw the company’s financial planning and operations and played a key role in NBCUniversal’s strategic business initiatives. Also managed the Operations and Technical Services division, which included NBCUniversal’s technical operations, physical plant, corporate services and information technology functions

•  Served as Chief Financial Officer for Starwood Hotels & Resorts Worldwide, Inc., a hotel company that is now part of Marriott International, from 2004 to May 2014.

•  Former Executive Vice President, Chief Financial Officer and President, E-Commerce for Safeway, Inc., the $35 billion supermarket retailer

•  Gained experience in the media sector as President of the Information and Media Group, The McGraw-Hill Companies, where he led a $1 billion division comprising Business Week, Broadcast television stations and Business Information Services

•  Held senior positions at PepsiCo, including Senior Vice President of Finance & Chief Financial Officer, PepsiCola International

•  Started his career at Booz, Allen & Hamilton, the management consulting firm, where he rose to become a Partner serving Media and Consumer companies

•  Member of the Board of Directors of Mattel, Inc.

•  Received his M.B.A. from the University of Chicago and a B.S. in Engineering from the Indian Institute of Technology

 

 

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LOGO

Ellen Richey

 

Vice Chairman and

Chief Risk Officer

 

Age: 69

 

 

•  Joined Visa in 2007

•  Leads risk management at Visa, including enterprise risk, settlement risk and risks to the integrity of the broader payments ecosystem

•  Coordinates the company’s strategic policy initiatives and works with legislators, regulators and clients globally regarding payment system security and other issues of strategic importance to Visa

•  Leads crisis management at the executive level

•  Before assuming her current role in February 2017, Richey served as Vice Chairman, Risk and Public Policy from September 2014, and prior to that concurrently served as chief legal officer and chief enterprise risk officer and led the legal and compliance functions in addition to her risk management responsibilities

•  Former senior vice president of enterprise risk management and executive vice president of card services at Washington Mutual Inc.

•  Served as vice chairman of Providian Financial Corporation, where she had responsibility for the enterprise risk management, legal, corporate governance, government relations, corporate relations, compliance and audit functions

•  Former partner in the San Francisco law firm Farella, Braun & Martel, where she specialized in corporate, real estate and financial institution matters

•  Received a B.A. in Linguistics and Far Eastern Languages from Harvard University and a J.D. from Stanford Law School, and served as a law clerk for Associate Justice Lewis F. Powell, Jr. of the United States Supreme Court

 

 

LOGO

William M. Sheedy

 

Executive Vice President, Strategy, M&A,

Government Relations and Social Impact

 

Age: 51

 

 

 

•  Joined Visa in 1993

•  Responsible for charting the Company’s strategic direction and driving growth; expanding the Company’s relationships with governments and regulators globally; and leading critical initiatives and transactions with clients and partners around the world, with a particular focus on Europe; and leads Visa’s initiatives focused on global social impact, as well as all employee learning activities.

•  Former CEO of Visa Europe, and Group President, Americas, and oversaw Visa’s business in North America, Central America, South America and the Caribbean, across nearly 50 countries; was responsible for issuer, merchant, acquirer and third-party processor relationships and led efforts to expand card issuance, merchant acceptance and usage of Visa-branded products and services across the Americas; also had responsibility for Visa’s core credit, debit, prepaid, commercial / small business, co-brand, CyberSource and merchant acceptance businesses

•  Served as President of the company’s North America region

•  Played a leadership role in managing Visa’s corporate restructuring that merged multiple regional Visa groups into a single global company, culminating in Visa’s successful initial public offering in 2008

•  Managed Visa’s U.S. pricing and economics strategies

•  Holds a B.S. from West Virginia University and an MBA from the University of Notre Dame

 

 

LOGO

Rajat Taneja

 

Executive Vice President, Technology and Operations

 

Age: 54

 

 

 

•  Joined Visa in November 2013

•  Responsible for the Company’s technology innovation and investment strategy, product engineering, global IT and operations infrastructure

•  Served as Executive Vice President and Chief Technology Officer of Electronic Arts Inc., a video game company, from October 2011 to November 2013, where he was responsible for platform engineering, data center operations and IT supporting the company’s global customer base

•  Worked at Microsoft Corporation, including most recently as the Corporate Vice President, Commerce Division, in 2011 and the General Manager and Corporate Vice President, Online Services Division, from 2007 to 2011

•  Currently on the Board of Directors for Ellie Mae, Inc.

•  Holds a B.E. in Electrical Engineering from Jadavpur University and an MBA from Washington State University

 

 

LOGO

Kelly Mahon Tullier

 

Executive Vice President, General Counsel and Corporate Secretary

 

Age: 52

 

 

 

•  Joined Visa in June 2014

•  Leads the global legal and compliance functions for Visa

•  Served as Senior Vice President and Deputy General Counsel at PepsiCo, Inc., a multinational food, snack and beverage corporation, from August 2011 to June 2014, and managed the global legal teams supporting the business around the world, as well as centralized teams responsible for mergers and acquisitions, intellectual property, regulatory, litigation and procurement legal matters; also served as Senior Vice President and General Counsel for PepsiCo’s Asia Pacific, Middle East and Africa division, based in Dubai

•  Former Vice President and General Counsel for Frito-Lay, Inc., with responsibility for a wide range of legal, policy and compliance issues

•  Former associate at Baker Botts LLP and also served as a law clerk for the Honorable Sidney A. Fitzwater, U.S. District Court, Northern District of Texas

•  Received her B.A. from Louisiana State University and her J.D., magna cum laude, from Cornell Law School

 

 

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COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

This Compensation Discussion and Analysis describes our executive compensation philosophy and programs, and compensation decisions made under those programs for our named executive officers, or NEOs, for fiscal year 2018, who are listed below.

 

Name      Title

 

Alfred F. Kelly, Jr.

 

    

 

Chief Executive Officer

 

 

Vasant M. Prabhu

 

    

 

Executive Vice President and Chief Financial Officer

 

 

Ryan McInerney

 

    

 

President

 

 

Rajat Taneja

 

    

 

Executive Vice President, Technology and Operations

 

 

Kelly Mahon Tullier

 

    

 

Executive Vice President, General Counsel and Corporate Secretary

 

Fiscal Year 2018 Financial Highlights

Visa delivered another year of strong financial results in fiscal year 2018. The following table summarizes our key financial results for fiscal years 2018 and 2017. Please see the section entitled Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for a more detailed discussion of our fiscal year 2018 financial results. In addition, Visa’s total shareholder return for fiscal year 2018 reflected a 43.6% increase.

 

       

Fiscal Year

2018

 

      

Fiscal Year

2017

 

      

Change

(%)(2)

 

Net Revenue Growth, as reported

 

      

 

12%(2)

 

 

 

      

 

22%(2)

 

 

 

     n/a

 

 

Net Income, as reported (in millions, except percentage)

 

    

 

$

 

 

10,301

 

 

 

 

    

 

$

 

 

6,699

 

 

 

 

    

 

54%

 

 

Net Income, as adjusted(1) (in millions, except percentage)

 

    

 

$

 

 

10,729

 

 

 

 

    

 

$

 

 

8,335

 

 

 

 

    

 

29%

 

 

Diluted Earnings Per Share, as reported

 

    

 

$

 

 

4.42

 

 

 

 

    

 

$

 

 

2.80

 

 

 

 

    

 

58%

 

 

Diluted Earnings Per Share, as adjusted(1)

 

    

 

$

 

 

4.61

 

 

 

 

    

 

$

 

 

3.48

 

 

 

 

    

 

32%

 

 

(1)

Adjusted net income and adjusted diluted earnings per share in fiscal 2018 and 2017 reflect results as reported in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP), adjusted to exclude the impact of certain significant items that we do not believe were indicative of our operating performance, as they were either non-recurring or had no cash impact. For supplemental financial data and corresponding reconciliation to U.S. GAAP see Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended September 30, 2018 filed with the SEC on November 16, 2018. Non-GAAP adjusted measures should be viewed in addition to, and not as an alternative for, financial results prepared in accordance with U.S. GAAP. When making its determination of the net revenue, net income, and earnings per share metrics, which were used as goals for the annual incentive plan and for performance share awards, the Compensation Committee further adjusted as reported results for the items described under the heading Compensation Discussion and Analysis – Corporate Performance Measures and Results for Fiscal Year 2018 and Compensation Discussion and Analysis – Long-Term Incentive Awards Granted in Fiscal Year 2018.

(2)

Calculated based on unrounded numbers.

 

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How Fiscal Year 2018 Named Executive Officer Compensation Is Tied to Company Performance

Our corporate performance was a key factor in our fiscal year 2018 named executive officer compensation program:

Link to Company Performance

 

   

For fiscal year 2018, 93% of our Chief Executive Officer’s target compensation was performance-based and 88% of the average of our other named executive officers’ target compensation was performance-based.

Utilize Annual and Long-Term Awards

 

   

Each named executive officer’s performance-based compensation includes an annual cash incentive award and long-term performance shares. For the annual cash incentive, the target award is established at the beginning of the fiscal year and the actual award is adjusted based on performance against pre-established goals. Performance shares provide the opportunity for shares to be earned at the end of a three-year performance period if pre-established financial goals are met. We also grant time-based stock options and restricted stock units, which provide value based on the Company’s stock price performance.

Focus on Corporate Performance Metrics

 

   

For fiscal year 2018, Net Income Growth and Net Revenue Growth were the key metrics for our annual cash incentive awards. These metrics were adjusted (in accordance with terms approved at the beginning of fiscal year 2018) when determining the annual cash incentive awards as described under the heading Compensation Discussion and Analysis – Corporate Performance Measures and Results for Fiscal Year 2018. In this proxy statement, we refer to these metrics as Net Income Growth – VIP adjusted and Net Revenue Growth – VIP adjusted. Actual performance for each metric exceeded target for fiscal year 2018. Accordingly, the Compensation Committee approved the corporate performance portion of the annual incentive award paying out at 181% of target.

 

   

Earnings Per Share (EPS) and relative Total Shareholder Return (TSR) were established as performance metrics for our performance share awards. The final number of shares earned pursuant to a performance share award is determined based on the average EPS result over the three separate years applicable to the particular performance share award and the relative TSR for the three-year period. As described under the heading Compensation Discussion and Analysis – Long-Term Incentive Awards Granted in Fiscal Year 2018, and in accordance with terms approved at the beginning of fiscal year 2018, the Compensation Committee adjusted the fiscal year 2018 EPS when determining applicable performance share results. In this proxy statement, we refer to this metric as EPS – PS adjusted. Our fiscal year 2018 EPS – PS adjusted, was above target, resulting in a performance factor of 179.5% for the relevant portion of the award.

 

   

The performance shares previously awarded on November 19, 2015 completed their three-year performance period following the 2018 fiscal year-end. Performance shares earned pursuant to this award were based on EPS – PS adjusted, for fiscal years 2016, 2017 and 2018 and three-year relative TSR (measured against the S&P 500). As described under the heading Compensation Discussion and Analysis – Determination of Shares Earned for Performance Shares Previously Awarded on November 19, 2015, both metrics were above target and the performance shares earned equated to 200% of the target share award.

 

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Principles of our Compensation Program

The following underlying principles are reflected in our executive compensation program:

 

Principles of our Compensation Programs

 

Pay for Performance

  

 

The key principle of our compensation philosophy is pay for performance.

 

 

Alignment with

Stockholders’ Interests

  

 

We reward performance that meets or exceeds the performance goals that the Compensation Committee establishes with the objective of increasing stockholder value.

 

 

Variation Based on Performance

  

 

We favor variable pay opportunities that are based on performance over fixed pay. The total compensation received by our named executive officers varies based on corporate and individual performance measured against annual and long-term goals.

 

 

 

LOGO

Key Elements of our Compensation Programs CEO Other NEOs Compensation Mix Annual Cash Incentive Long Term Equity Incentive Salary 7% Target Annual Incentive 16% Target Long-term Incentive 77% 93% at risk Salary 12% Target Annual Incentive 21% Target Long-term Incentive 67% 88% 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%

 

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Highlights of our Compensation Programs

 

WHAT WE DO

LOGO

  

 

Pay for Performance: A significant portion of each named executive officer’s target annual compensation is tied to corporate and individual performance.

 

LOGO

 

  

 

Annual Say-on-Pay Vote: We conduct an annual Say-on-Pay advisory vote. At both our 2018 and 2017 Annual Meetings of Stockholders, approximately 96% of the votes cast on the Say-on-Pay proposal were in favor of the fiscal year compensation of our named executive officers.

 

LOGO

 

  

 

Clawback Policy: Our Clawback Policy allows the Board to recoup any excess incentive compensation paid to our executive officers if the financial results on which the awards were based are materially restated due to fraud, intentional misconduct or gross negligence of the executive officer.

 

LOGO

 

  

 

Short-Term and Long-Term Incentives/Measures: Our annual and long-term plans provide a balance of incentives and include different measures of performance and payouts are capped at 200% of target.

 

LOGO

 

  

 

Independent Compensation Consultant: The Compensation Committee engages an independent compensation consultant, who provides no other service to the Company.

 

LOGO

 

  

 

Stock Ownership Guidelines: To further align the interests of management with our stockholders, we have significant stock ownership guidelines that require our executive officers to hold a multiple of their annual base salary in equity.

 

LOGO

 

  

 

Limited Perquisites and No Related Tax Gross-Ups: We provide limited perquisites and no tax gross-ups except on business-related relocation expenses and tax equalization for employees on expatriate assignments, as provided in our relocation and tax equalization policies.

 

LOGO

 

  

 

Double-Trigger Severance Arrangements: Our Executive Severance Plan and equity award agreements generally require a qualifying termination of employment in addition to a change of control before any change of control payments or benefits are triggered.

 

LOGO

 

  

 

Engagement with Stockholders: 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 executive compensation.

 

 
WHAT WE DON’T DO

LOGO

 

  

 

Gross-ups for Excise Taxes: 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 made in connection with a change of control.

 

LOGO

 

  

 

Reprice Stock Options: Our equity incentive plan prohibits the repricing of stock options and stock appreciation rights without prior stockholder approval.

 

LOGO

 

  

 

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.

 

LOGO

 

  

 

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 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.

 

 

LOGO

Drive Digital Achieve success as a leading partner for digital payments comparable to what we have achieved in the physical world. Develop Best Talent Be the employer of choice for top talent. Deepen Partnerships Evolve our client interactions to true partnerships with financial institutions, merchants and new industry partners. Expand Access Expand access to Visa products and services globally. Transform Technology Transform Visa's technology assets to drive efficiency and enable innovation. Champion Security Champion payment system security for the industry. Leverage World-Class Brand Bring Visa's vision, mission and strategy to life through compelling brand expressions that drive measurable outcomes for Visa and our partners.

 

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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.

 

 

LOGO

Compensation Component Link to Strategy Strategy & Performance Alignment

 

       

Annual Incentive Plan: Individual and Corporate Performance

 

 

     

  A significant portion of our executive officers’ individual performance goals is tied to one or more of our strategic pillars (as explained further in this proxy statement under Individual Performance Goals and Results for Fiscal Year 2018)

 

  We link a substantial portion of compensation to corporate performance through use of annual cash incentives determined by Net Income Growth and Net Revenue Growth

 

 

       

Aligns executive officers’ interests with stockholders’ interests by:

 

  rewarding individual performance for achievement of strategic goals (designed to position the Company competitively)

 

  promoting strong annual net income and revenue growth

 

 

 

       

Long-Term Equity Grants: Individual and Corporate Performance

 

 

       

  We consider individual performance (which is tied to the strategic pillars), in setting the value of our executive officers’ long-term equity grant

 

  We link a substantial portion of compensation to long-term corporate performance through the use of long-term incentives, including performance shares that use EPS and relative TSR as financial metrics

 

       

Further aligns executive officers’ interests with long-term stockholders’ interests by:

 

  taking individual performance (which is tied to strategic pillars) into account in making grants

 

  linking a substantial portion of long-term compensation to long-term corporate performance and operational efficiency

 

 

 

Say-on-Pay

At the 2018 Annual Meeting of Stockholders, approximately 96% of the votes cast on the Company’s annual Say-on-Pay proposal supported our named executive officer compensation program. We believe these results represent strong investor support of our overall compensation philosophy and decisions for fiscal year 2017. Accordingly, the Compensation Committee did not make any changes to the underlying structure of our executive compensation program for fiscal year 2018 directly as a result of the say-on-pay vote. Nevertheless, the Compensation Committee regularly reviews and adjusts the program to ensure it remains competitive and aligned with our stockholders’ interests.

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.

As discussed in detail under the heading Risk Assessment of Compensation Programs, when establishing the annual compensation program for our named executive officers, 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.

 

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Setting Performance Goals and Making Compensation Determinations

 

 

LOGO

Before End of Fiscal Year Beginning of Fiscal Year During Fiscal Year After End of Fiscal Year

 

   Compensation Committee begins 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 named executive officers and the individual performance goals of the Chief Executive Officer and sets the performance goals for each corporate performance-based compensation component.

 

   Chief Executive Officer sets individual performance goals for each of the other named executive officers, which are reviewed by the Compensation Committee. The individual performance goals are designed to drive our corporate goals and strategic pillars.

 

   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.

    

   Compensation Committee conducts a multi-part review of each named executive officer 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 ensure that the level of compensation approved is consistent with the level of corporate and individual performance delivered.

 

   Our Chief Executive Officer reviews the performance of each named executive officer (other than his own performance, which is reviewed by the Compensation Committee) relative to the individual annual performance goals established for the fiscal year and presents his compensation recommendations to the Compensation Committee.

 

   Compensation Committee exercises discretion in modifying any compensation recommendations relating to named executive officers that were made by our Chief Executive Officer and approves all compensation decisions for our named executive officers.

 

   For his own performance review, the Chief Executive Officer prepares a self-assessment, which is discussed by the Compensation Committee and the independent directors. When making compensation decisions for our Chief Executive Officer and other named executive officers, the Compensation Committee considers the views of the independent directors.

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 Cook as its independent consultant to advise it on executive and non-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 will not provide any other services to the Company, unless directed to do so by the Compensation Committee. During fiscal year 2018, FW Cook provided no services to the Company other than to advise the Compensation Committee on executive and non-employee director compensation issues. In addition, at the start of fiscal year 2018, the Compensation Committee conducted a formal evaluation of the independence of FW Cook and, based on this review, did not identify any conflict of interest raised by the work FW Cook performed in fiscal year 2018. When conducting this evaluation, the Compensation Committee took into consideration the factors set forth in Exchange Act Rule 10C-1 and the NYSE’s listing standards.

 

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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 Cook an analysis of our fiscal year 2018 executive compensation program, including total compensation and the elements used to compensate our named executive officers. It then compared the compensation of our named executive officers to the compensation of similarly situated named executive officers of other companies. In particular, the Compensation Committee reviewed compensation levels of our compensation peer group as a reference point of competitive compensation levels. 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 established three 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.”

 

   

Related-industry competitors who are S&P 500 companies (a) classified as financial services or technology, excluding hardware and manufacturing, (b) with a 12-month average market-cap value between 1/4th and 4x Visa’s average market-capitalization, and (c) with annual revenues of less than $100 billion.

 

   

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 22 companies identified as peers for fiscal year 2018 is shown below. These remain unchanged from our fiscal year 2017 peer group:

 

Direct Peers    Related Industry Peers
   Financial Services    Technology

– American Express Company

– Discover Financial Services

– MasterCard Incorporated

– 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

– Facebook, Inc.

– Alphabet Inc.

– IBM Corporation

– Microsoft Corporation

– Oracle Corporation

– salesforce.com, inc.

Use of Market Data

In order to attract and retain key executives, we target total compensation for our named executive officers by reference to the range of compensation paid to similarly situated executive officers of our compensation peer group. This includes salary, annual incentive targets and long-term incentive values. The actual level of our named executive officers’ 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.

 

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Internal Equity and Tally Sheets

As part of its annual compensation review, the Compensation Committee compares our named executive officers’ target annual compensation levels to ensure they are internally equitable. The Compensation Committee also regularly reviews tally sheets for each named executive officer 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 composed of the aggregate amount of equity awards and other compensation values accumulated by each named executive officer, and potential payments upon termination or termination following a change of control.

Components of Executive Compensation

 

  Compensation

  Component

     

    Type of Pay     

 

     

Key Characteristics

 

     

Purpose

 

   
               
 

 

Annual Cash Compensation

             

    

  Base Salary   Fixed     Annual adjustments based on individual performance, relative to market pay level, and internal pay equity.   Attracts, retains and rewards NEOs by providing a fixed source of income to reward experience, skills, and competencies relative to market value of the job.  
           
 

 

Annual incentive Awards

             

    

  Cash Incentive Awards  

Performance-

Based

    Variable cash compensation component based on performance against pre-established individual and corporate performance goals.  

Focuses NEOs on our results by rewarding corporate and individual performance and achievement of strategic goals.

Aligns NEO’s interests with stockholders by promoting strong annual income and revenue growth results.

 
           
 

 

Long-term Incentive Awards

             

    

  Equity Granted in the Form of Stock Options, Restricted Stock Awards/Units and Performance Shares  

Performance-

Based

   

Long-term equity awards (excluding performance shares) vest in increments over a three-year period.

Performance shares have a three-year performance period and vest at the end of the three-year period.

 

Aligns each NEO’s interests with long-term stockholder interests by linking a substantial portion of each NEO’s compensation to long-term corporate performance and operational efficiency.

Retains NEOs through multi-year vesting of equity grants and performance periods, as applicable.

Provides opportunities for wealth creation and stock ownership, which attract and motivate our NEOs and promotes retention.

 
                     
           

 

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Summary of Fiscal Year 2018 Base Salary and Incentive Compensation

In November 2018, the Compensation Committee determined our named executive officers’ total direct compensation based on corporate and individual performance for fiscal year 2018, which is composed of the following elements:

 

 

LOGO

BASE SALARY In effect at the end of FY 2018 ANNUAL INCENTIVE PLAN Earned for performance in FY 2018 LONG-TERM EQUITY INCENTIVES Performance Shares, Stock Options, Restricted Stock Units Granted November 19, 2018 TOTAL DIRECT COMPENSATION

The table below reflects the above components for each named executive officer for fiscal year 2018. As the long-term incentive awards for fiscal year 2018 set forth in the following table were awarded after the end of the fiscal year, they are discussed under the heading Fiscal Year 2019 Compensation – Long-Term Incentive Compensation. The equity awards discussed under the heading Fiscal Year 2018 Compensation – Long-Term Incentive Compensation refer to the equity awards made on November 19, 2017, during fiscal year 2018.

The table below differs substantially from the Summary Compensation Table for Fiscal Year 2018 later in this proxy statement in that the equity awards included in the table for fiscal year 2018 below were awarded on November 19, 2018 while the equity awards included in the Summary Compensation Table were granted on November 19, 2017. This supplemental table is not intended as a substitute for the information in the Summary Compensation Table for Fiscal Year 2018 which is required by the SEC.

 

             Incentive Compensation         
Name    Base
Salary
($)(1)
    

Annual
Incentive

Plan
($)(2)

     Value of
Performance
Shares
(target value)
($)(3)
    

Value of
Stock

Options
($)(4)

     Value of
Restricted
Stock/
Units
($)(4)
     Total
($)
 

Alfred F. Kelly, Jr.

     1,300,000        5,973,500        8,625,000        4,312,500        4,312,500        24,523,500  

Vasant M. Prabhu

     1,000,000        3,704,000        3,250,000        1,625,000        1,625,000        11,204,000  

Ryan McInerney

     900,000        3,333,600        3,650,000        1,825,000        1,825,000        11,533,600  

Rajat Taneja

     900,000        3,306,600        3,425,000        1,712,500        1,712,500        11,056,600  

Kelly Mahon Tullier

     675,000        1,636,767        1,900,000        950,000        950,000        6,111,767  

 

(1)

Reflects the named executive officer’s rate of base salary as of September 30, 2018.

(2)

Reflects the payment pursuant to the annual incentive plan approved by the Compensation Committee in November 2018 and paid on November 15, 2018. These amounts are included in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table for Fiscal Year 2018.

 

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(3)

Reflects the dollar value of performance shares approved by the Compensation Committee in November 2018 and awarded on November 19, 2018. Please see the heading Fiscal Year 2019 Compensation – Long-Term Incentive Compensation for additional information regarding these awards.

(4)

Reflects the dollar value of restricted stock units and stock option grants approved by the Compensation Committee in November 2018 and granted on November 19, 2018. The grant date fair value of these awards will be included in the fiscal year 2019 Summary Compensation Table in the proxy statement for the 2020 annual meeting of stockholders. Please see the heading Fiscal Year 2019 Compensation – Long-Term Incentive Compensation for additional information regarding these awards.

Fiscal Year 2018 Compensation

Base Salary

When setting our named executive officers’ base pay, the Compensation Committee generally targets 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 amount based on considerations including the expertise, performance or advancement potential of each named executive officer. The base salary levels of our named executive officers typically are considered annually as part of our performance review process, and upon a named executive officer’s promotion or other change in job responsibilities.

During its annual review of the base salaries of our named executive officers for fiscal year 2018, the Compensation Committee considered:

 

   

market data of our compensation peer group;

 

   

an internal review of each named executive officer’s compensation, both individually and relative to other named executive officers; and

 

   

the individual performance of each named executive officer.

Based on this review, and also taking into account that the named executive officers did not receive an increase in fiscal year 2017, the Compensation Committee decided that it was appropriate to increase the base salaries of the following named executive officers for fiscal year 2018: Mr. Kelly, from $1,250,000 to $1,300,000; Mr. Prabhu, from $850,000 to $1,000,000; Mr. McInerney, from $750,000 to $900,000; Mr Taneja, from $750,000 to $900,000; and Ms. Mahon Tullier, from $600,000 to $675,000.

Annual Incentive Plan

 

 

LOGO

Annual Base Salary Annual Incentive Target [% of Salary] Corporate Performance [ 70% ] Individual Performance [ 30% ] Annual Incentive Award

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. During fiscal year 2018, each of our named executive officers 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. Each named executive officer’s potential award was expressed as a percentage of his or her base salary, including threshold, target and maximum percentages. After the end of the fiscal year, the Compensation Committee determined the amount of each named executive officer’s actual annual incentive award based upon the achievement of a combination of pre-determined corporate and individual goals.

 

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Corporate Goals and Individual Goals.

 

   

In November 2017, the Compensation Committee established corporate threshold goals under the VIP for fiscal year 2018 based on Net Income and Net Revenue Growth, each as adjusted. The threshold corporate performance goals for fiscal year 2018, which had to be met or exceeded before any annual incentive awards would be made, were Net Income – VIP adjusted, of $4,815 million or Net Revenue Growth – VIP adjusted, of 4.0%.

 

   

No annual incentive payment may be made for fiscal year 2018 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) of the Internal Revenue Code, based on the exemption previously provided under Section 162(m) that was in effect at the time the threshold goals were established. They are separate from the payment goals the Compensation Committee uses 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 2018 annual incentive payments were then based on a combination of corporate and individual performance as described below.

 

   

For fiscal year 2018, 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.

Corporate Performance Measures and Results for Fiscal Year 2018

The Compensation Committee approved the corporate performance weightings, targets and metrics for fiscal year 2018 displayed in the table below. The Compensation Committee selected the Net Income Growth and Net Revenue Growth performance measures based on their belief that they are important indicators of increased stockholder value. The Compensation Committee also approved a range of payouts as a percentage of each named executive officer’s target annual bonus at various levels of performance.

Displayed below are the specific performance goals for each level of achievement, the payout ranges as a percentage of target for each level of achievement, the actual fiscal year 2018 result and the approved payout as a percentage of target.

The ranges for each of the fiscal 2018 Net Income and Net Revenue VIP adjusted performance metrics were lower than the ranges in fiscal 2017 primarily due to the impact of the one-time acquisition of Visa Europe in fiscal 2016. Fiscal year 2017 growth rates were unusually high since 2017 results included a full year of Visa Europe and 2016 results included just one quarter. The fiscal 2018 growth rates are more normal as both fiscal 2018 and 2017 include a full year of Europe’s results.

 

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Even though the Net Income and Net Revenue VIP adjusted growth rates at each performance range disclosed in the table are lower than that of fiscal 2017, the 2018 ranges represent performance well above the median growth rate expected of our peer group and Visa’s actual results should place Visa in the third quartile of the peers on these performance metrics.

 

Metric    Weight    Baseline    Target    Exceeding
Target
   Significantly
Exceeding
Target
   Result    Payout

 

Net Income Growth – VIP adjusted

 

  

 

70%

 

  

 

5%

 

  

 

9.5%-12.5%

 

  

 

12.6%-15.5%

 

  

 

15.6%+

 

  

 

19.5%

 

  

 

196%

 

 

Net Revenue Growth – VIP adjusted

 

  

 

30%

 

  

 

4%

 

  

 

8.5%-10.5%

 

  

 

10.6%-12.5%

 

  

 

12.6%+

 

  

 

11.8%

 

  

 

148%

 

 

                    

 

 

Payout as a % of Target

 

       

 

50%-90%

 

  

 

90%-125%

 

  

 

125%-160%

 

  

 

160%-200%

 

       

 

181%

 

For purposes of determining the annual incentive plan payout percentage in fiscal year 2018, 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 heading Fiscal Year 2018 Financial Highlights, as well as other pre-established adjustments such as VIP expenses and net income related to acquisitions closed during fiscal 2018. Based on these pre-established adjustments as well as the exclusion of the tax benefit of a lower statutory tax rate resulting from the U.S. Tax Cuts and Jobs Act, for purposes of the annual incentive plan payout percentage in fiscal year 2018, our Net Income Growth – VIP adjusted was 19.5%, which is within the Significantly Exceeding Target range and allows for a payout range of 160%-200% of target. The Compensation Committee approved a payout of 196% for this metric. In making this determination, the Committee took into account that actual performance of 19.5% was well above the goal established for the “Significantly Exceeding Target” range.

Our actual Net Revenue Growth – VIP adjusted, for fiscal year 2018 was determined as year-over-year growth in gross operating revenues net of incentives, further adjusted to exclude pre-established adjustments such as the net revenue related to acquisitions closed during fiscal year 2018. The result, as shown above, was 11.8% Net Revenue Growth – VIP adjusted for fiscal year 2018, which is within the Exceeding Target range and allows for a payout of 125% – 160% of target. The Compensation Committee approved a payout of 148% for this metric. In making this determination, the Committee took into account that actual performance of 11.8% was within the goals established for the “Exceeding Target” range.

All of the Compensation Committee’s adjustments were made in accordance with the terms of the annual incentive plan determined at the beginning of fiscal year 2018, as described earlier under Setting Performance Goals and Making Compensation Determinations.

Based on the weightings outlined in the above table, the payout result for corporate performance as a percentage of target for fiscal year 2018 was 181%.

Individual Performance Goals and Results for Fiscal Year 2018

The fiscal year 2018 individual goals for each of our named executive officers were set in November 2017 through January 2018. The Compensation Committee believes that our named executive officers’ performance goals should support and help achieve the Company’s strategic objectives and be tied to their areas of responsibility. Individual performance goals for the Chief Executive Officer were established with the oversight of the Compensation Committee. Individual performance goals for the other named executive officers were proposed by the Chief Executive Officer and reviewed and approved by the Compensation Committee. As described under How our Incentive Program is Tied to our Long-Term 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 should 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 inclusive environment for our employees, and a commitment to attract, develop and retain diverse employees, including women and underrepresented talent.

 

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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 previously identified 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 the performance goal results for each of the named executive officers for fiscal year 2018.

 

Mr. Kelly

 

Goal Results

FY2018

Performance

Results

 

•  Performed strongly against financial measures

 

•  Championed deep engagement and relationships with clients

 

•  Continued to build on strong global brand and executed on brand initiatives

 

•  Successfully led migration and integration of Europe’s technology

 

•  Championed and remained highly focused on security

 

•  Led operational efficiency and continued with focus on retaining, developing, and hiring top talent

 

Mr. Prabhu

 

 

Goal Results

 

FY2018

Performance

Results

 

•  Performed strongly against financial measures

 

•  Successfully completed migration and integration of Europe’s technology

 

•  Made great progress in deepening strategic partnerships

 

•  Continued to build strong Finance leadership and enhanced employee engagement results

 

 

Mr. McInerney

 

 

Goal Results

 

FY2018

Performance

Results

 

•  Performed strongly against financial measures

 

•  Renewed key partnerships while driving operational focus on revenue growth

 

•  Drove meaningful growth in usage of the Company’s products globally

 

•  Further empowered and enhanced accountability for regional and market performance management

 

•  Attracted top talent in key market positions and demonstrated strong employee engagement results

 

 

  Mr. Taneja

 

 

Goal Results

 

FY2018

Performance

Results

 

•  Demonstrated strong results in security protection of assets by deepening technical and security defenses

 

•  Continued fiscal excellence in operating and capital expense

 

•  Delivered strong results in successful integration of Europe migration and integration with global systems

 

•  Continued strong progress in employee engagement results

 

 

Ms. Mahon Tullier

 

 

Goal Results

 

FY2018

Performance

Results

 

•  Successfully led strategy for ongoing management of significant litigation-related matters

 

•  Drove intellectual property awareness in support of strategic initiatives

 

•  Enhanced strategic framework and provided effective leadership for regulatory compliance

 

•  Led key corporate initiatives, including deeper stockholder engagement and other strong corporate governance practices

 

•  Demonstrated leadership in talent attraction and retention, including a focus on diversity and engagement and enhanced employee survey results

 

 

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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.

 

  Name    Percentage of Target for individual
portion

 

  Alfred F. Kelly, Jr.

 

  

 

195%

 

 

  Vasant Prabhu

 

  

 

195%

 

 

  Ryan McInerney

 

  

 

195%

 

 

  Rajat Taneja

 

  

 

190%

 

 

  Kelly Mahon Tullier

 

  

 

190%

 

Annual Incentive Plan Awards for Fiscal Year 2018

The payouts under our annual incentive plan are computed based on individual and corporate performance, as outlined above. The fiscal year 2018 annual cash incentive award payments are included in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table for Fiscal Year 2018, 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 2018 annual incentive awards. The awards as a percentage of the target are displayed for each component.

 

 

Annual

 Base Salary 

  ×      

 Target Annual 

Incentive %

  ×   [      

Corporate

 Performance 

  ×      

Corporate

 Weighting 

  +    

Individual

 Performance 

  ×    

Individual

 Weighting 

  ]   =    

Final

 Award 

 

           Target(1)     Actual  
     Annual
Base
Salary
    Target
Annual
Incentive %
    Target
Annual
Cash
Incentive $
    Corporate           Individual     Final
Award
$
    Final
Award
as %
of Target
 
     Performance
%
          Factor
Weighting
          Performance
%
    Factor
Weighting
 

 

Alfred F. Kelly, Jr.

 

 

 

$

 

 

1,300,000

 

 

 

 

 

 

 

 

 

250

 

 

 

 

 

$

 

 

3,250,000

 

 

 

 

 

 

 

 

 

181

 

 

 

 

 

 

 

 

x

 

 

 

 

 

 

 

 

 

80

 

 

 

 

 

 

 

 

+

 

 

 

 

 

 

 

 

 

195

 

 

 

 

 

 

 

 

×  20

 

 

 

 

 

 

 

 

5,973,500

 

 

 

 

 

 

 

 

 

183.8

 

 

 

 

Vasant Prabhu

 

 

 

$

 

 

1,000,000

 

 

 

 

 

 

 

 

 

200

 

 

 

 

 

$

 

 

2,000,000

 

 

 

 

 

 

 

 

 

181

 

 

 

 

 

 

 

 

x

 

 

 

 

 

 

 

 

 

70

 

 

 

 

 

 

 

 

+

 

 

 

 

 

 

 

 

 

195

 

 

 

 

 

 

 

 

×  30

 

 

 

 

 

 

 

 

3,704,000

 

 

 

 

 

 

 

 

 

185.2

 

 

 

 

Ryan McInerney

 

 

 

$

 

 

900,000

 

 

 

 

 

 

 

 

 

200

 

 

 

 

 

$

 

 

1,800,000

 

 

 

 

 

 

 

 

 

181

 

 

 

 

 

 

 

 

x

 

 

 

 

 

 

 

 

 

70

 

 

 

 

 

 

 

 

+

 

 

 

 

 

 

 

 

 

195

 

 

 

 

 

 

 

 

×  30

 

 

 

 

 

 

 

 

3,333,600

 

 

 

 

 

 

 

 

 

185.2

 

 

 

 

Rajat Taneja

 

 

 

$

 

 

900,000

 

 

 

 

 

 

 

 

 

200

 

 

 

 

 

$

 

 

1,800,000

 

 

 

 

 

 

 

 

 

181

 

 

 

 

 

 

 

 

x

 

 

 

 

 

 

 

 

 

70

 

 

 

 

 

 

 

 

+

 

 

 

 

 

 

 

 

 

190

 

 

 

 

 

 

 

 

×  30

 

 

 

 

 

 

 

 

3,306,600

 

 

 

 

 

 

 

 

 

183.7

 

 

 

 

Kelly Mahon Tullier

 

 

 

$

 

 

675,000

 

 

 

 

 

 

 

 

 

132

 

 

 

 

 

$

 

 

891,000

 

 

 

 

 

 

 

 

 

181

 

 

 

 

 

 

 

 

x

 

 

 

 

 

 

 

 

 

70

 

 

 

 

 

 

 

 

+

 

 

 

 

 

 

 

 

 

190

 

 

 

 

 

 

 

 

×  30

 

 

 

 

 

 

 

 

1,636,767

 

 

 

 

 

 

 

 

 

183.7

 

 

 

 

(1)

The “threshold” and “maximum” amounts are provided under the Grants of Plan-Based Awards in Fiscal Year 2018 Table.

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 our non-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 officers and determines, in its discretion 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.

 

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Long-Term Incentive Awards Granted in Fiscal Year 2018

In determining the types and amounts of equity awards to be granted to our named executive officers in fiscal year 2018, the Compensation Committee considered 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, corporate and individual performance during fiscal year 2017, recommendations from our Chief Executive Officer (for awards to the named executive officers other than himself) and each named executive officer’s total compensation. 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 of our equity grants awarded in fiscal year 2018 by type for our named executive officers, including our Chief Executive Officer:

Fiscal Year 2018 Long-Term

Incentive Awards Type

 

 

LOGO

Designed to vary rewards based on corporate performance results Performance Shares 50% Stock Options 25% Restricted Stock Units 25% Generates value only if stock price appreciates Used to retain key executive officers

The following table displays the total combined value of equity awards approved by the Compensation Committee for our named executive officers in fiscal year 2018, and the award value broken down by component.

 

     

Total

Combined Value of
Equity Awards

($)

 

    

Components of Annual awards granted on
November 19, 2017

 

 
  

Value of
Stock Options
($)

 

    

Value of
Restricted
Stock Units
($)

 

    

 

Value of
Performance

Shares at

Target

($)(1)

 

 
         

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  

 

 

 

 

(1)

As the aggregate grant date fair values of the performance shares displayed in the Summary Compensation Table for Fiscal Year 2018 and the Grants of Plan-Based Awards in Fiscal Year 2018 Table later in this proxy statement are computed in accordance with stock-based accounting rules and will be displayed in multiple years, the values in those tables differ from the value displayed in the table above.

 

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Stock Options and Restricted Stock Units

The dollar value of the equity awards in the table above were converted to a specific number of options or restricted stock units on the November 19, 2017 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

 

 

LOGO

FY2018-FY2020 Performance Share Design FY2018 FY2019 FY2020 2018 EPS 2019 EPS 2020 EPS TSR Result (3 year period) Three years of EPS payout % averaged and award modified based on relative 3-yr TSR Performance and vests 11/30/2020

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 TSR Rank, over the three-year performance period.

Impact of Stock Buybacks on EPS

The amount of stock buy-backs are budgeted at the beginning of the year. If Visa repurchased stock significantly above or below this level, the EPS result would be adjusted for the difference.

The TSR Rank Modifier

The TSR Rank modifier will reduce compensation to our named executive officers for periods when our stockholders’ value increase is below the median of the companies comprising the S&P 500 and will enhance our named executive officers’ compensation for periods when our stockholders’ value increase 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.

 

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EPS Goals

One-third of the target performance shares awarded on November 19, 2017 were tied to the fiscal year 2018 EPS goal that the Compensation Committee established within the first ninety days of fiscal year 2018. The remaining two-thirds of the target shares awarded are tied to the EPS goals for each of fiscal years 2019 and 2020, which will be set by the Compensation Committee within the first ninety 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. At the end of fiscal year 2018, the Compensation Committee reviewed our EPS – PS adjusted, of $4.27 which was determined by excluding from U.S. GAAP EPS: the aforementioned adjustments from U.S. GAAP Net Income described in footnote 1 to the table under the heading Fiscal Year 2018 Financial Highlights, as well as other adjustments including the tax benefit resulting from the U.S. Tax Cuts and Jobs Act and net income related to acquisitions closed during fiscal 2018. All of the Compensation Committee’s adjustments were made in accordance with terms determined at the beginning of fiscal year 2018, as described earlier under Setting Performance Goals and Making Compensation Determinations. The Compensation Committee determined that the final EPS result – PS adjusted, of $4.27 exceeded the target goal of $4.05 for fiscal year 2018. Using the unrounded result to interpolate between target (100%) and maximum (200%) yielded a result of 179.5% for fiscal year 2018.

At the completion of the entire three-year performance period in November 2020, 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 chart 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

Modifying Metric

   75%   100%   125%

3 Year Visa TSR Rank vs. S&P 500

   25th Percentile or

Below

  50th Percentile(1)   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.

 

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The EPS goal for fiscal year 2018 and actual EPS results discussed above also apply to the third portion of the performance shares previously awarded to our named executive officers on November 19, 2015 and the second portion of the performance shares previously awarded to our named executive officers on November 19, 2016 (see illustration below).

 

 

LOGO

FY16 FY17 FY18 FY19 FY20 PSUs 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 $3.77 $4.05 $4.33 EPS Result $2.90 $3.40 $4.27 Result as a % of Target 124.5% 176.4% 179.5% TSR Result PSUs Granted 11/19/16 Min Target Max Min Target Max Min Target Max EPS: Goals by Year $3.08 $3.31 $3.54 $3.77 $4.05 $4.33 - - - EPS Result $3.49 $4.27 Result as a % of Target TSR Result 178.4% 179.5% PSUs Granted 11/19/17 Min Target Max Min Target Max Min Target Max EPS: Goals by Year $3.77 $4.05 $4.33 - - - - - - EPS Result $4.27 Result as a % of Target 179.5% TSR Result

Consistent with Financial Standards Accounting Board ASC Topic 718, the value of the performance share awards for fiscal year 2018 included in the “Stock Awards” column of the Summary Compensation Table for Fiscal Year 2018 later in this proxy statement represents the third segment of the award made on November 19, 2015, the second segment of the award made on November 19, 2016 and the first segment of the award made on November 19, 2017.

Determination of Shares Earned for Performance Shares Previously Awarded on November 19, 2015

The performance shares previously awarded to certain of the named executive officers on November 19, 2015 completed their three-year performance period following fiscal year 2018. As a result, 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 2018. As illustrated below, based on the annual EPS results for fiscal years 2016, 2017 and 2018, and our TSR Rank over the three-year period, the performance shares earned equated to 200% of the target award established on November 19, 2015.

 

Primary Metric   

Threshold

($)

    

Target

($)

    

Maximum

($)

    

Result

($)

    

EPS Result as %

of Target(1)

 

 

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

 

 

 

 

 

Fiscal Year 2018 EPS

 

  

 

 

 

 

3.77

 

 

 

 

  

 

 

 

 

4.05

 

 

 

 

  

 

 

 

 

4.33

 

 

 

 

  

 

 

 

 

4.27

 

 

 

 

  

 

 

 

 

179.5% of Target

 

 

 

 

                

 

 

 

 

Average Result

 

                                        

 

160.1% of Target

 

 

 

 

(1)

Percentage is based on unrounded values

 

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Modifying Metric   

Threshold

(75% modifier)

  

Target

(100%
modifier)

  

Maximum

(125%
modifier)

   Result    Modifier %

 

3 Year TSR Rank v. S&P 500

 

  

 

25th percentile

 

  

 

50th percentile

 

  

 

75th percentile

 

  

 

84th percentile

 

  

 

125%

 

 

Primary Metric Result    Times    Modifying Metric    Equals   

Final Payout Result

as a % of Target

(capped at 200%)

 

160.1%

 

  

 

x

 

  

 

125%

 

  

 

=

 

  

 

200%

 

Based on this Final Payout Result of 200%, on November 30, 2018 Mr. McInerney, Mr. Prabhu, Mr. Taneja and Ms. Mahon Tullier earned shares equal to 200% of the target number of shares granted to each of them on November 19, 2015. As a result, Mr. McInerney earned 73,686 shares versus his target of 36,843 shares, Mr. Prabhu earned 51,466 shares versus his target of 25,733 shares, Mr. Taneja earned 79,700 shares versus his target of 39,850 shares and Ms. Mahon Tullier earned 29,344 shares of her target of 14,672 shares. Mr. Kelly did not receive performance share awards on November 19, 2015.

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 supplementary non-core benefits to accommodate regulatory, cultural and practical differences in the various geographies in which we have operations.

We sponsor a frozen tax-qualified defined benefit pension plan, which we refer to as the retirement plan. We also sponsor a tax-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 a non-qualified excess retirement benefit plan and a non-qualified excess 401k plan to make up for the limitations imposed on our tax-qualified plans by the Internal Revenue Code. New contributions to these non-qualified plans ceased 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 and sign-on bonuses to help them with tax planning and to provide competitive benefits. For additional information on these plans, see the sections entitled Executive Compensation – Pension Benefits Table for Fiscal Year 2018 and Executive Compensation – Non-qualified Deferred Compensation for Fiscal Year 2018.

Perquisites and Other Personal Benefits

We provide limited perquisites and other personal benefits to facilitate the performance of our named executive officers’ management responsibilities. For instance, we maintain a company car and driver which allows for additional security that are used by the 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 officers 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 the Summary Compensation Table for Fiscal Year 2018. The aggregate amounts for limited perquisites and other personal expenses paid by the Company in Fiscal Year 2018 for each executive was less than $10,000 and are therefore not reported.

In addition, we have a policy that allows for companion travel on business related flights on our corporate aircraft by the Chief Executive Officer, the President and other key employees, as approved by the Chief Executive Officer. It is our policy that named executive officers are responsible for all income taxes related to their personal

 

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usage of the corporate car or aircraft, as well as travel by their companions. Additionally, no named executive officer 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 sharing agreement with the Chief Executive Officer, or under extraordinary circumstances with the advance approval of the Chief Executive Officer. Any personal use of the aircraft by our Chief Executive Officer pursuant to the aircraft time 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 Chief Executive Officer in the Summary 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 of the corporate aircraft is also subject to an annual cap of $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 2018, the Chief Executive Officer’s personal use of the aircraft resulted in little incremental cost to the Company.

Severance

We believe that it is appropriate to provide severance to an executive officer in certain circumstances. We do not provide for gross-ups 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 entitled Employment Arrangements and Potential Payments upon Termination or Change of Control – Executive Severance Plan for additional information.

Offer Letter with Alfred F. Kelly, Jr.

We have outstanding obligations under an executed offer letter with Mr. Kelly, in connection with his commencement of employment by Visa. Please see the description of the offer letter in the section entitled Employment Arrangement and Potential Payments upon Termination or Change of Control – Offer Letter with Alfred F. Kelly.

Fiscal Year 2019 Compensation

Long-Term Incentive Compensation

On November 5, 2018, the Compensation Committee approved the annual equity awards for our named executive officers to be granted on November 19, 2018, 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 units, and 50% in the form of performance shares. These are the same three equity vehicles and percentages used in prior years. For the performance shares awarded on November 19, 2018, the actual number of shares earned will be determined based on:

 

   

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.

 

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Consistent with prior fiscal years, the total combined value of each equity award was approved by the Compensation Committee after considering 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 2018, recommendations from our Chief Executive Officer (for awards to the named executive officers other than himself) and each named executive officer’s total compensation. The table below displays the total dollar value of the grants approved in November 2018 as well as the dollar value of each component.

 

             Components  
     

Total

Value of
Equity Awards
($)

    

Value of Stock
Options

($)

    

Value of
Restricted
Stock Units

($)

    

Value of
Performance
Shares

($)

 

 

Alfred F. Kelly, Jr.

 

  

 

 

 

 

17,250,000

 

 

 

 

  

 

 

 

 

4,312,500

 

 

 

 

  

 

 

 

 

4,312,500

 

 

 

 

  

 

 

 

 

8,625,000

 

 

 

 

 

Vasant M. Prabhu

 

  

 

 

 

 

6,500,000

 

 

 

 

  

 

 

 

 

1,625,000

 

 

 

 

  

 

 

 

 

1,625,000

 

 

 

 

  

 

 

 

 

3,250,000

 

 

 

 

 

Ryan McInerney

 

  

 

 

 

 

7,300,000

 

 

 

 

  

 

 

 

 

1,825,000

 

 

 

 

  

 

 

 

 

1,825,000

 

 

 

 

  

 

 

 

 

3,650,000

 

 

 

 

 

Rajat Taneja

 

  

 

 

 

 

6,850,000

 

 

 

 

  

 

 

 

 

1,712,500

 

 

 

 

  

 

 

 

 

1,712,500

 

 

 

 

  

 

 

 

 

3,425,000

 

 

 

 

 

Kelly Mahon Tullier

 

  

 

 

 

 

3,800,000

 

 

 

 

  

 

 

 

 

950,000

 

 

 

 

  

 

 

 

 

950,000

 

 

 

 

  

 

 

 

 

1,900,000

 

 

 

 

Other Equity Grant Practices and Policies

Stock Grant Practices

The Compensation Committee has adopted an equity grant policy, which contains procedures to prevent stock option backdating and other grant timing issues. Under the equity grant policy, the Compensation Committee approves annual grants to executive officers and other members of the executive 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 committee to make annual awards to employees who are not members of the executive committee. The grant date for annual awards to all employees 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 policy provides that only the Compensation Committee may make such “off-cycle” grants to named executive officers and other members of management’s executive committee. The Compensation Committee has delegated the authority to the stock committee to make “off-cycle” grants to other employees, subject to guidelines established by the Compensation Committee. Any “off-cycle” awards approved by the stock committee or the Compensation Committee are granted on the fourth business day after we publicly announce our earnings or on such other date determined by the stock committee, Compensation Committee or the Board.

For all newly issued 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, 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.

 

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Stock Ownership Guidelines

The Compensation Committee maintains stock ownership guidelines for our executive officers as follows:

 

Officer    Stock Ownership Guidelines

Alfred F. Kelly, Jr.

   6 x base salary

Vasant M. Prabhu

   4 x base salary

Ryan McInerney

   4 x base salary

Rajat Taneja

   4 x base salary

Kelly Mahon Tullier

   3 x base salary

Equity interests that count toward the satisfaction of the ownership guidelines include shares owned outright by the named executive officer, shares jointly owned, restricted stock and restricted stock units payable in shares. 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 officer 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 stockholders 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, and non-employee directors are prohibited from engaging in short sales of our securities, establishing margin accounts or otherwise pledging or engaging in hedging transactions involving our securities.

Policy Regarding Clawback of Incentive Compensation

We have a Clawback Policy pursuant to which named executive officers and other key executive officers may be required to return 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.

 

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Under the Clawback Policy, we can require reimbursement of all or a portion of any bonus, incentive payment, equity 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. Recoupment or reimbursement may include compensation paid or awarded during the period covered by the restatement and applies to compensation awarded in periods occurring subsequent to 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 that 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.

Tax Implications – Deductibility of Executive Compensation

Section 162(m) of the Internal Revenue Code limits our ability to deduct for tax purposes compensation in excess of $1,000,000 that is paid to certain executive officers, except that historically Section 162(m) provided an exemption for compensation paid pursuant to a plan that has been approved by our stockholders and is performance-related and non-discretionary. The Compensation Committee has in prior years reviewed and considered the deductibility of executive compensation under Section 162(m). The Tax Cuts and Jobs Act of 2017 repealed the exemption from the Section 162(m) deduction limit for performance-based compensation, effective for taxable years beginning after December 31, 2017, but provides a transition rule with respect to remuneration that is provided pursuant to a written binding contract which was in effect on November 2, 2017 and which was not materially modified after that date. As a result, subject to certain exceptions, we expect that compensation paid to our named executives in excess of $1,000,000 generally will not be deductible. When designing our compensation structure, the Compensation Committee believes that it needs to consider 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 2018, 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 $4,682,419.

For information regarding the Compensation Committee’s review of compensation-related risk, please see the section entitled Risk Assessment of Compensation Programs.

 

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CEO PAY RATIO

The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.

For our last completed fiscal year ended September 30, 2018, 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)

   $ 19,493,946  

Median of the annual total compensation of our employees (excluding our CEO) (B)

   $ 132,483  

Ratio of (A) to (B)

     147:1  

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

We took the following approach to identify the “median employee” from our worldwide employee population, including both part-time and full-time employees (other than our CEO), who were employed as of September 30, 2018:

 

   

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 U.S. and non-US employees participate in our annual cash bonus and equity incentive award plans. Consequently, for purposes of measuring the compensation of the employees in our sample in order to identify the “median employee,” we selected base salary or wages plus overtime pay, the annual cash bonus plan payments, and equity awards as the most appropriate measure of compensation. We measured compensation for the employees in our sample using the 12-month fiscal period ending September 30, 2018. We selected September 30, 2018, which is the last day of our fiscal year, because it provides the most accurate information regarding compensation for such fiscal year. In making this determination, we did not make any cost-of-living adjustments in identifying the “median employee.”

Annual Total Compensation of Median Employee

With respect to the annual total compensation of the “median employee,” we identified and calculated the elements of such employee’s compensation for 2018 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $132,483.

Annual Total Compensation of CEO

With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our Summary Compensation Table for Fiscal Year 2018 included in this Proxy Statement.

 

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EXECUTIVE COMPENSATION

Summary Compensation Table for Fiscal Year 2018

The following table and related footnotes describe the total compensation earned for services rendered during fiscal years 2018, 2017 and 2016 by our named executive officers. The primary elements of each named executive officer’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 units and performance shares. Certain other benefits are listed in the “All Other Compensation” column and additional detail about these benefits is provided in the All Other Compensation in Fiscal Year 2018 Table.

 

Name and

Principal Position

  Year    

Salary

($)

   

Bonus

($)

   

Stock

Awards

($)(1)

   

Option
Awards

($)(2)

    Non-Equity
Incentive Plan
Compensation
($)(3)
   

Change in
Pension Value
and
Non-qualified
Deferred
Compensation
Earnings

($)(4)

    All Other
Compensation
($)(5)
   

Total

($)

 

Alfred F. Kelly, Jr.

    2018       1,300,038       -       8,693,984       3,500,008       5,973,500       -       26,416       19,493,946  

Chief Executive Officer

    2017       1,150,799       -       11,883,298       2,749,995       5,875,000       -       75,362       21,734,454  

Vasant M. Prabhu

Executive Vice President and Chief Financial Officer

    2018       1,000,038       -       5,848,193       1,999,994       3,704,000       1,215       16,500       12,569,940  
    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  

Ryan McInerney

President

    2018       900,035       -       6,777,537       2,250,003       3,333,600       3,351       21,500       13,286,026  
    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  

Rajat Taneja

Executive Vice President, Technology and Operations

    2018       900,035       -       6,803,356       2,125,007       3,306,600       1,769       17,750       13,154,517  
    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  

Kelly Mahon Tullier

Executive Vice President, General Counsel and Corporate Secretary

    2018       675,026       -       3,075,525       999,997       1,636,767       1,552       33,750       6,422,617  
    2017       600,023       -       1,962,161       769,997       1,353,600       1,516       23,350       4,710,647  
                                                                       

 

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Stock Awards

 

(1)

Represents restricted stock units awarded and performance shares granted in each of fiscal years 2018, 2017 and 2016. The amounts represent the aggregate grant date fair value of the awards granted to each named executive officer computed in accordance with stock-based accounting rules (Financial Standards Accounting Board (“FASB”) ASC Topic 718). Assumptions used in the calculation of these amounts are included in Note 13 – Share-based Compensation to our fiscal year 2018 consolidated financial statements, which is included in our Annual Report on Form 10-K filed with the SEC on November 16, 2018 (the “Form 10-K”). The table below sets forth the details of the components that make up the fiscal year 2018 stock award for our named executive officers. Annual restricted stock units vest in three substantially equal annual installments beginning on the first anniversary of the date of grant. Consistent with the requirements of ASC Topic 718, the value of the performance shares displayed in the table below, at their expected and maximum levels, is based on one-third of the full number of shares for which an EPS goal was established in fiscal year 2018 under the awards made on: (i) November 19, 2015, which vested on November 30, 2018, (ii) November 19, 2016, which are scheduled to vest on November 30, 2019 and (iii) November 19, 2017, which are scheduled to vest on November 30, 2020. The remaining portions of the awards granted in November 2016 and November 2017 will be linked to EPS goals for subsequent fiscal years and will be reported in the Summary Compensation Table for those fiscal years.

 

     Components of Annual Stock Awards     Additional
Information
 
  Restricted Stock Units
Value
($)
    Value of
Performance
Shares – Expected
($)
   

Value of
Performance

Shares –
at Maximum
($)

 

Alfred F. Kelly, Jr.

    3,499,963       5,194,021       10,388,041  

Vasant Prabhu

    2,000,042       3,848,151       7,696,302  

Ryan McInerney

    2,249,992       4,527,545       9,055,089  

Rajat Taneja

    2,125,017       4,678,339       9,356,678  

Kelly Mahon Tullier

    1,000,021       2,075,504       4,151,007  

Option Awards

 

(2)

Represents stock option awards granted in each of fiscal years 2018, 2017 and 2016. The amounts represent the aggregate grant date fair value of the awards granted to each named executive officer computed in accordance with stock-based accounting rules (FASB ASC Topic 718). Assumptions used in the calculation of these amounts are included in Note 13 – Share-based Compensation to our fiscal year 2018 consolidated financial statements, which are included in our Form 10-K. Stock options generally vest in three substantially equal annual installments beginning on the first anniversary of the date of grant.

Non-Equity Incentive Plan Compensation

 

(3)

Amounts for fiscal year 2018 represent cash awards earned under the annual incentive plan and paid on November 15, 2018, based on: (i) actual performance measured against the corporate objectives established for Net Income Growth – VIP adjusted, and Net Revenue Growth – VIP adjusted; and (ii) actual individual named executive officer performance against his or her individual goals. The table below includes the amount of the total award earned by each named executive officer and the portion of the award attributable to each component.

 

     

Total Annual Incentive Award

($)

    

Corporate Performance

($)

    

Individual Performance

($)

 

Alfred F. Kelly, Jr.

     5,973,500        4,706,000        1,267,500  

Vasant M. Prabhu

     3,704,000        2,534,000        1,170,000  

Ryan McInerney

     3,333,600        2,280,600        1,053,000  

Rajat Taneja

     3,306,600        2,280,600        1,026,000  

Kelly Mahon Tullier

     1,636,767        1,128,897        507,870  

 

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Change in Pension Value

 

(4)

Represents the aggregate positive change in the actuarial present value of accumulated benefits under all pension plans during fiscal year 2018. These amounts were determined using interest rate and mortality rate assumptions consistent with those used in Note 7 – Pension, Postretirement and Other Benefits to our fiscal year 2018 consolidated financial statements, which are included in our Form 10-K. There are no above market or preferential earnings on non-qualified deferred compensation.

All Other Compensation

 

(5)

Additional detail describing the “All Other Compensation” for fiscal year 2018 is included in the All Other Compensation in Fiscal Year 2018 Table below.

All Other Compensation in Fiscal Year 2018 Table

The following table sets forth additional information with respect to the amounts reported in the “All Other Compensation” column of the Summary Compensation Table for Fiscal Year 2018.

 

           401k
Plan
Match
($)(1)
     Other
($)(2)
     Total
($)
 

 

Alfred F. Kelly, Jr.

 

    

 

 

 

 

16,416

 

 

 

 

  

 

 

 

 

10,000

 

 

 

 

  

 

 

 

 

26,416

 

 

 

 

 

Vasant M. Prabhu

 

    

 

 

 

 

16,500

 

 

 

 

     

 

 

 

 

16,500

 

 

 

 

 

Ryan McInerney

 

    

 

 

 

 

16,500

 

 

 

 

  

 

 

 

 

5,000

 

 

 

 

  

 

 

 

 

21,500

 

 

 

 

 

Rajat Taneja

 

    

 

 

 

 

16,500

 

 

 

 

  

 

 

 

 

1,250

 

 

 

 

  

 

 

 

 

17,750

 

 

 

 

 

Kelly Mahon Tullier

 

 

      

 

 

 

 

 

16,500

 

 

 

 

 

 

  

 

 

 

 

 

17,250

 

 

 

 

 

 

  

 

 

 

 

 

33,750

 

 

 

 

 

 

 

(1)

The maximum 401k match for calendar year 2018 was $16,500.

(2)

Includes contributions made on behalf of certain named executive officers under our charitable contribution matching programs, under which personal contributions meeting the guidelines of our program are eligible for Company matching contributions. The total amount of charitable contributions included in the table is $5,000 for Mr. Kelly and $11,000 for Ms. Mahon Tullier. The amounts also include the matching contributions we made on behalf of the following executives for fiscal year 2018 pursuant to our PAC Charitable Matching Program: Mr. Kelly – $5,000; Mr. McInerney – $5,000; Mr. Taneja – $1,250; and Ms. Mahon Tullier – $6,250. Because fiscal year 2018 overlaps two calendar years, amounts matched under our PAC Charitable Matching Program on behalf of Ms. Mahon Tullier are greater than $5,000 for fiscal year 2018, even though they are within our $5,000 per calendar year limit.

 

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Table of Contents

Grants of Plan-Based Awards in Fiscal Year 2018 Table

The following table provides information about non-equity incentive awards and long-term equity-based incentive awards granted during fiscal year 2018 to each of our named executive officers. Cash awards are made pursuant to the Visa Inc. Incentive Plan 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.

 

                    

 

Estimated
Future Payouts
Under Non-Equity
Incentive
Plan Awards(2)

   

 

Estimated
Future Payouts
Under Equity
Incentive
Plan Awards(3)(4)

   

All
Other
Stock
Awards:
Number
of
Shares
or
Stock/
Units

(#)

(k)(4)

 

   

All
Other
Option
Awards:
Number
of
Securities
Underlying
Options
(#)

(l)(4)(5)

 

   

Exercise
or
Base
Price
of
Option
Awards
($/
Share)
(m)(5)

 

   

Grant
Date
Fair
Value
of
Stock
and
Option

Awards($)
(n)(6)

 

 

Name

(a)

 

 

Award
Type
(b)(1)

 

 

Grant
Date
(c)