DEF 14A of Visa Inc.
Filed Dec 1, 2022 · FY20220001193125-22-296190
Snapshot of 2023 Director Nominees
Snapshot of 2023 Director Nominees
Our director nominees exhibit an effective mix of diversity, experience, and perspectives
Our director nominees exhibit an effective mix of diversity, experience, and perspectives
Our director nominees exhibit an effective mix of diversity, experience, and perspectives
| | | Director Since | | | Committee Memberships | | | | Other Current Public Boards | | | Name | | Principal Occupation | Independent | ARC | CC | FC | NCGC | | | | Lloyd A. Carney | 2015 | Founder and Chief Acquisition Officer, Carney Technology Acquisition Corp II | ✓ | | | | | 2 | | | Kermit R. Crawford | 2022 | Director | ✓ | (1) | | | (1) | 2 | | | Francisco Javier Fernández-Carbajal | 2007 | Director General, Servicios Administrativos Contry SA de CV | ✓ | | ● | ● | | 3 | | | Alfred F. Kelly, Jr. | 2014 | Chairman and CEO, Visa | – | | | | | – | | | Ramon Laguarta | 2019 | Chairman and CEO, PepsiCo, Inc. | ✓ | ● | | | ● | 1 | | | Teri L. List | 2022 | Director | ✓ | ● | ● | | | 3 | | | John F. Lundgren | 2017 | Lead Independent Director, Visa | ✓ | | ● | | ● | 1 | | | Denise M. Morrison | 2018 | Founder, Denise Morrison & Associates, LLC | ✓ | ● | | | | 2 | | | Linda J. Rendle | 2020 | CEO, The Clorox Company | ✓ | | | ● | ● | 1 | | | Maynard G. Webb, Jr. | 2014 | Founder, Webb Investment Network | ✓ | | | ● | | 1 |
Our director nominees exhibit an effective mix of diversity, experience, and perspectives
| ARC = Audit and Risk Committee CC = Compensation Committee FC = Finance Committee NCGC = Nominating and Corporate Governance Committee | = Chair ● = Member |
Our director nominees exhibit an effective mix of diversity, experience, and perspectives
| Kermit R. Crawford will join the ARC and NCGC effective January 1, 2023.(1) |
Board of Directors
Board of Directors
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 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 President, Technology, provides regular updates to the Board on technology and cybersecurity, including an annual in-depth review. • Our 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. |
Board of Directors
| | | | | | Audit and Risk Committee Oversees risks related to our enterprise risk management framework and programs, including: • financial statements, financial reporting, and internal controls; • tax strategy; • legal and regulatory; • corporate risk profile, top risks, and key operational risks; • technology, including information security and cybersecurity; • global privacy program; • compliance and ethics program, including anti-money laundering and sanctions; and • operational resilience program | 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. | Finance Committee Oversees risks related to mergers and acquisitions and certain financial matters, including: • capital investments; • debt; • credit and liquidity; and • capital structure | 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; • ESG strategy, programs, and reporting; and • political participation and contributions |
Board of Directors
In addition, each of the committees meets in executive session with management to discuss our risks and exposures. For example, in 2022, the Audit and Risk Committee met regularly with our Chief Risk Officer; General Counsel; Chief Ethics and Compliance Officer; Vice Chair, Chief Financial Officer; Chief Auditor; and other members of senior management.
Key Activities in 2022
| • | Reviewed and recommended to the independent members of the Board the form and amount of compensation of our non-employee directors; |
COMPENSATION OF NON-EMPLOYEE DIRECTORS
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 non-employee director compensation, we consider the significant amount of time our directors expend in fulfilling their duties as well as the skill level required of members of our Board. Mr. Kelly, our Chairman and Chief Executive Officer, does not receive additional compensation for his service as a director. The Compensation Committee, which is composed solely of independent directors, has the primary responsibility for reviewing and considering any revisions to our non-employee director compensation program. In July 2021, the Compensation Committee undertook its annual review of non-employee director compensation for fiscal year 2022, which included an analysis completed by its independent compensation consultant. As part of this analysis, the independent compensation consultant reviewed trends and data from the same peer companies used by the Compensation Committee in connection with its review of executive compensation. Pursuant to the review, and after considering the independent compensation consultant’s advice on peer group data, the Compensation Committee recommended that the Board approve an increase in the grant date value of the annual equity grant for non-employee directors from $215,000 to $225,000 for grants made on or after the date of the 2022 Annual Meeting of Stockholders. This increase to the equity grant date value improved the overall positioning within the peer group and the mix between cash and equity in the director compensation program.
Highlights of our Non-Employee Director Compensation Program
Highlights of our Non-Employee Director Compensation Program
Highlights of our Non-Employee Director Compensation Program
| | No Fees for Board or Committee Meeting Attendance: Meeting attendance is an expected part of Board service. | | | Emphasis on Equity: There is an emphasis on equity in the overall compensation mix to further align interests with stakeholders. | | | Recognition of Special Roles: Special roles, such as Lead Independent Director and Committee Chairs, are recognized for their additional time commitments. | | | Annual Equity Grants with Immediate Vesting: Equity awards are granted annually with a fixed value, providing alignment with stockholders’ interests. Immediate vesting of the awards supports independence and avoids entrenchment. | | | Robust Stock Ownership Guidelines: A guideline of five times the annual Board membership cash retainer supports alignment with stakeholders’ interests and mitigates potential compensation-related risk. | | | Limited Perquisites and No Related Tax Gross-Ups: Other benefits, such as matching charitable contributions, are limited. |
Equity Compensation
Equity Compensation Each non-employee director receives an annual equity grant under the Visa Inc. 2007 Equity Incentive Compensation Plan, as amended and restated (2007 Equity Incentive Compensation Plan), which limits the total grant date value of equity grants that may be made to our non-employee directors to $500,000 in a single fiscal year. On January 25, 2022, the date of our 2022 Annual Meeting of Stockholders, each non-employee director received a restricted stock unit grant determined by dividing $225,000 by the per share closing price of our Class A common stock on that date, rounded to the nearest whole share. Following the date of a director’s election or appointment to the Board on a date other than at an Annual Meeting of Stockholders, the director receives a prorated initial grant based on the partial year of Board service; similarly, departing directors who joined the Board prior to November 2017 receive a grant for the year of departure, which is prorated for any partial year of service, as applicable. Accordingly, Teri L. List, who was appointed to the Board on April 11, 2022, received a restricted stock unit grant determined by dividing $187,500 by the per share closing price of our Class A common stock on April 15, 2022, rounded to the nearest whole share; Suzanne Nora Johnson and John A. C. Swainson, who did not stand for re-election at the 2022 Annual Meeting of Stockholders and both joined the Board prior to November 2017, each received a restricted stock unit grant determined by dividing $225,000 (representing the entire grant value applicable to a full year of service for the year of departure) by the per share closing price of our Class A common stock on January 25, 2022, rounded to the nearest whole share. Restricted stock unit grants to all non-employee directors vest immediately upon grant. Directors may elect to defer settlement of all or a portion of their equity grants.
Director Compensation Table for Fiscal Year 2022
Director Compensation Table for Fiscal Year 2022 The following tables provide information on the total compensation earned by each of our non-employee directors who served during fiscal year 2022.
Director Compensation Table for Fiscal Year 2022
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Lloyd A. Carney | 155,000 | 225,028 | 20,000 | 400,028 | | Mary B. Cranston | 140,000 | 225,028 | 20,000 | 385,028 | | Francisco Javier Fernández-Carbajal | 140,000 | 225,028 | – | 365,028 | | Ramon Laguarta | 145,000 | 225,028 | – | 370,028 | | Teri L. List(4) | 36,250 | 187,468 | – | 223,718 | | John F. Lundgren | 215,000 | 225,028 | 5,000 | 445,028 | | Robert W. Matschullat | 160,000 | 225,028 | 16,500 | 401,528 | | Denise M. Morrison | 165,000 | 225,028 | 5,000 | 395,028 | | Suzanne Nora Johnson(5) | 72,500 | 225,028 | 15,000 | 312,528 | | Linda J. Rendle | 140,000 | 225,028 | 20,000 | 385,028 | | John A. C. Swainson(5) | 82,500 | 225,028 | 20,000 | 327,528 | | Maynard G. Webb, Jr. | 150,000 | 225,028 | 20,000 | 395,028 |
Director Compensation Table for Fiscal Year 2022
| Additional information describing these fees is included under Compensation of Non-Employee Directors – Annual Retainers Paid in Cash and the section below entitled Compensation of Non-Employee Directors – Fees Earned or Paid in Cash.(1) |
Director Compensation Table for Fiscal Year 2022
| 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 17 – Share-based Compensation to our fiscal year 2022 audited consolidated financial statements, which are included in our Annual Report on Form 10-K filed with the SEC on November 16, 2022.(2) |
Director Compensation Table for Fiscal Year 2022
| Amounts include the matching contributions we made on behalf of the following directors for fiscal year 2022 pursuant to Visa’s Board Charitable Matching Gift Program: $20,000 for Mr. Swainson; $15,000 for each of Mr. Carney, Ms. Cranston, Ms. Nora Johnson, Ms. Rendle, and Mr. Webb; and $11,500 for Mr. Matschullat. For Mr. Swainson, the amount shown exceeds the $15,000 calendar year charitable match limit because his fiscal year total includes fiscal year 2022 contributions made during calendar year 2021. The amounts also include the $5,000 matching contributions Visa made on behalf of each of the following directors for fiscal year 2022 pursuant to its PAC Charitable Matching Program: Mr. Carney, Ms. Cranston, Mr. Lundgren, Mr. Matschullat, Ms. Morrison, Ms. Rendle, and Mr. Webb.(3) |
Director Compensation Table for Fiscal Year 2022
| As described under Compensation of Non-Employee Directors – Equity Compensation above, Ms. List received an additional prorated stock award in the form of fully-vested restricted stock units for her initial partial year of service as a director for the period from her appointment to the Board on April 11, 2022 through January 24, 2023.(4) |
Director Compensation Table for Fiscal Year 2022
| Ms. Nora Johnson and Mr. Swainson, each of whom joined the Board prior to November 2017, did not stand for re-election at the 2022 Annual Meeting of Stockholders. As described under Compensation of Non-Employee Directors – Equity Compensation above, each received a stock award in the form of fully-vested restricted stock units for the year of departure from the Board.(5) |
Fiscal Year 2023 Director Compensation
Fiscal Year 2023 Director Compensation Pursuant to the annual compensation review process described above, the Compensation Committee recommended that the Board approve an increase in the grant date value of the annual equity grant for non-employee directors from $225,000 to $235,000 for grants made on or after the date of the 2023 Annual Meeting of Stockholders. Similar to the adjustments the prior year, this increase to the equity grant date value improved the overall positioning within the peer group and the mix between cash and equity in the director compensation program. The Compensation Committee also recommended that the Board approve an increase in the annual cash retainer for the Lead Independent Director from $75,000 to $90,000, for the chair of the Audit and Risk Committee from $25,000 to $30,000, for the chair of the Finance Committee from $20,000 to $30,000, for the chair of the Compensation Committee from $20,000 to $25,000, and for members of the Finance Committee from $15,000 to $20,000, each effective October 1, 2022. The increase in the annual cash retainers was based on peer group data and to reflect the time commitment and contributions expected of the positions.
PROPOSAL 1 – ELECTION OF DIRECTORS
PROPOSAL 1 – ELECTION OF DIRECTORS Our Board currently consists of twelve directors. Ten directors are nominated for election at our Annual Meeting, including nine independent directors and our Chairman and Chief Executive Officer. Each director is elected to serve a one-year term, with all directors subject to annual election. Mary B. Cranston and Robert W. Matschullat, members of our Board since October 2007, are retiring and not standing for re-election. Accordingly, they are not included as nominees for election at the Annual Meeting. The Board thanks Ms. Cranston and Mr. Matschullat for their years of service to Visa. Effective as of the Annual Meeting, our authorized number of directors will be reduced to ten. At the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated the following ten persons to serve as directors for the term beginning at the Annual Meeting on January 24, 2023: Lloyd A. Carney, Kermit R. Crawford, Francisco Javier Fernández-Carbajal, Alfred F. Kelly, Jr., Ramon Laguarta, Teri L. List, John F. Lundgren, Denise M. Morrison, Linda J. Rendle, and Maynard G. Webb, Jr. Ms. List and Mr. Crawford, who joined the Board in 2022, were recommended by a global search firm. They were nominated by the Nominating and Corporate Governance Committee after an extensive and careful search was conducted by this search firm, and numerous candidates were considered. The primary functions served by the search firm included identifying potential candidates who meet the key attributes, experience, and skills described under Committees of the Board of Directors – Criteria for Nomination to the Board of Directors and Diversity above, as well as compiling information regarding each candidate’s attributes, experience, skills, and independence and conveying the information to the Nominating and Corporate Governance Committee. Unless proxy cards are otherwise marked, the persons named as proxies will vote all executed proxies FOR the election of each nominee named in this section. Proxies submitted to Visa cannot be voted at the Annual Meeting for nominees other than those nominees named in this proxy statement. However, if any director nominee is unable or unwilling to serve at the time of the Annual Meeting, the persons named as proxies may vote for a substitute nominee designated by the Board. Alternatively, the Board may reduce the size of the Board. Each nominee has consented to serve as a director if elected, and the Board does not believe that any nominee will be unwilling or unable to serve if elected as a director. Each director will hold office until the next annual meeting of stockholders and until his or her successor has been duly elected and qualified or until his or her earlier resignation or removal. THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES TO SERVE AS DIRECTORS.
SUMMARY OF DIRECTOR QUALIFICATIONS AND EXPERIENCE
SUMMARY OF DIRECTOR QUALIFICATIONS AND EXPERIENCE
SUMMARY OF DIRECTOR QUALIFICATIONS AND EXPERIENCE
| | | | | | | | | | | | | | | Payments | | | ● | ● | | | | | | ● | | | Technology | ● | | | ● | | | | | | ● | | | Senior Leadership | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | | Public Company Boards | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | | Financial | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | | Global Markets | ● | | ● | ● | ● | ● | ● | ● | ● | ● | | | Marketing | Brand | | ● | | ● | | | ● | ● | ● | ● | | | Risk | ● | ● | ● | ● | | ● | ● | ● | ● | | | | Government | Geo-Political | ● | | ● | ● | | | | | | | | | E-Commerce | Mobile | | | | ● | | ● | | ● | ● | ● | | | Gender Diversity | | | | | | ● | | ● | ● | | | | African-American / Black | ● | ● | | | | | | | | | | | Latinx / Spanish Heritage | | | ● | | ● | | | | | | | | Years on Board | 7 | <1 | 15 | 9 | 3 | <1 | 5 | 4 | 2 | 9 |
DIRECTOR NOMINEE BIOGRAPHIES
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.
DIRECTOR NOMINEE BIOGRAPHIES
| Lloyd A. Carney Age: 60 Independent Director Since: June 2015 Board Committees: Audit and Risk Committee | Public Company Directorships: (current) Grid Dynamics Holdings Inc. (Chairman); Vertex Pharmaceuticals; Visa Inc. (prior) Nuance Communications, Inc. (Chairman); Brocade Communications Systems, Inc.; Cypress Semiconductor Corporation; Micromuse, Inc. (Chairman) Career Highlights: • Founder and Chief Acquisition Officer of Carney Technology Acquisition Corp. II, a special purpose acquisition corporation, since September 2020 • Chairman and 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 an M.S. degree in Applied Business Management from Lesley College | Specific Qualifications, Experience, Attributes, and Skills: • 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 several public and private companies, he has experience with corporate governance, financial reporting and controls, risk management, and business strategy and operations | | Kermit R. Crawford Age: 63 Independent Director Since: October 2022 Board Committees: Audit and Risk Committee*; Nominating and Corporate Governance Committee* *Joining as of January 1, 2023 | Public Company Directorships: (current) C.H. Robinson Worldwide, Inc.; The Allstate Corporation; Visa Inc. (prior) TransUnion Career Highlights: • President and Chief Operating Officer of Rite Aid Corporation, a retail drugstore chain, from October 2017 to March 2019 • Operating Partner, Retail and Healthcare, of Sycamore Partners, a private equity firm specializing in consumer, distribution, and retail-related investments, from 2015 to 2017 • Several senior positions at Walgreens Boots Alliance Inc., a holding company that owns retail pharmacy chains Walgreens and Boots, including Executive Vice President and President, Pharmacy, Health and Wellness from 2011 to 2014; Executive Vice President, Pharmacy Services from 2010 to 2011; Senior Vice President, Pharmacy Services from 2007 to 2010; Executive Vice President, Pharmacy Benefit Management Services from 2004 to 2007; Operational Vice President, Store Operations from 2000 to 2004; and positions of increasing responsibility in Retail Pharmacy and Store Operations from 1983 to 2000 • B.S. degree from The College of Pharmacy and Health Sciences at Texas Southern University | Specific Qualifications, Experience, Attributes, and Skills: • A seasoned executive with over 30 years of senior leadership and operating experience at trusted national brands with a deep understanding of consumer experiences and insights • Strong track record of developing strategy, delivering performance, and effecting operational change in highly competitive, global, and consumer-focused service businesses • As a current and former director of publicly-traded and private companies, and through his board and committee memberships, he has accumulated extensive experience with corporate governance, business strategy and operations, and risk management and controls |
DIRECTOR NOMINEE BIOGRAPHIES
| Francisco Javier Fernández-Carbajal Age: 67 Independent Director Since: October 2007 Board Committees: Compensation Committee; Finance 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 • Chief Executive Officer 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 Tecnológicoy de Estudios Superiores de Monterrey and an M.B.A. degree from Harvard Business School | Specific Qualifications, Experience, Attributes, and Skills: • 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 Committee and Finance Committee | | Alfred F. Kelly, Jr. Age: 64 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 and Chairman since April 2019 • 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 • 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 • Various positions in information systems and financial planning at PepsiCo Inc. from 1981 to 1985 • B.A. degree in Computer and Information Science and an M.B.A. degree from Iona University | Specific Qualifications, Experience, Attributes, and Skills: • 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 |
DIRECTOR NOMINEE BIOGRAPHIES
| Ramon Laguarta Age: 59 Independent Director Since: November 2019 Board Committees: Audit and Risk Committee; Nominating and Corporate Governance Committee | Public Company Directorships: (current) PepsiCo, Inc.; Visa Inc. (prior) none Career Highlights: • Chief Executive Officer of PepsiCo, Inc., a multinational food, snack, and beverage corporation, since October 2018 and Chairman of the Board since February 2019 • Several other senior positions at PepsiCo for over 20 years, including: President from 2017 to 2018; Chief Executive Officer, Europe Sub-Saharan Africa from 2015 to 2017; Chief Executive Officer, Europe in 2015; President, Developing and Emerging Markets, PepsiCo Europe from 2012 to 2015; President, Eastern Europe, PepsiCo Europe from 2008 to 2012; Commercial Vice President, Snacks and Beverages, PepsiCo Europe from 2006 to 2008; General Manager, Iberia Snacks and Juices from 2003 to 2006; General Manager, Spain Snacks from 2001 to 2003; General Manager, Greece and Cyprus from 1999 to 2001; and Vice President, Business Development from 1996 to 1999 • M.B.A. in international business from ESADE Business School in Spain and a Master’s in International Management from Thunderbird School of Global Management at Arizona State University | Specific Qualifications, Experience, Attributes, and Skills: • Strong leadership skills and extensive consumer packaged goods experience gained from over 20 years he spent in a variety of senior operational and executive roles at PepsiCo enables him to provide valuable market and consumer insights • His numerous international senior management positions, including living in Europe and leading PepsiCo’s Europe Sub-Saharan Africa division, which has operations that span three continents and is composed of developed, developing, and emerging markets, provides invaluable perspectives on the global marketplace and sustainability. He speaks multiple languages including English, Spanish, French, German, and Greek • His deep experience and strong understanding of the key strategic challenges and opportunities of running a large global business make him well-positioned to oversee strategic planning, operations, marketing, brand development, and logistics | | Teri L. List Age: 59 Independent Director Since: April 2022 Board Committees: Audit and Risk Committee; Compensation Committee | Public Company Directorships: (current) Danaher Corporation; Double Verify Holdings; Microsoft Corporation; Visa Inc. (prior) Oscar Health, Inc. Career Highlights: • Executive Vice President and Chief Financial Officer of Gap Inc., a global clothing retailer, from January 2017 until her retirement in June 2020 • Executive Vice President and Chief Financial Officer of Dick’s Sporting Goods, Inc., a sporting good retail company, from August 2015 to August 2016 • Several senior positions at Kraft Foods Group Inc., a food and beverage company, including Advisor from March 2015 to May 2015; Executive Vice President and Chief Financial Officer from December 2013 to February 2015; and Senior Vice President, Finance from September 2013 to December 2013 • Several senior positions at The Procter & Gamble Company, a multinational consumer goods corporation, including Senior Vice President and Treasurer from 2009 to 2013; Vice President, Finance, Global Operations from 2007 to 2009; Vice President, Finance, Fabric Care and Vice President, Finance, Household Care from 2005 to 2007; Vice President, Corporate Accounting from 1999 to 2004; and various positions of increasing authority from 1994 to 1999 • Positions of increasing responsibility, including Senior Manager at Deloitte LLP, an auditing, consulting, tax, and advisory services firm from 1985 to 1994 • Bachelor’s degree in accounting from Northern Michigan University; and a certified public accountant | Specific Qualifications, Experience, Attributes, and Skills: • Highly accomplished executive with decades of financial and leadership experience in dealing with complex finance and accounting matters across multiple industries enables her to provide the board with diverse perspectives and expertise on risk management, strategic planning, and financial oversight • Having served as the Chief Financial Officer of large publicly traded companies, and through her board and committee memberships, she has extensive experience in corporate finance and accounting, financial reporting and internal controls, risk management, human resources, and compensation, which contributes to her service on our Audit and Risk and Compensation Committees |
DIRECTOR NOMINEE BIOGRAPHIES
| John F. Lundgren Age: 71 Independent Director Since: April 2017 Board Committees: Compensation Committee; Nominating and Corporate Governance Committee | Public Company Directorships: (current) Topgolf Callaway Brands Corp (Chairman); Visa Inc. (prior) Stanley Black & Decker, Inc.; Staples, Inc. Career Highlights: • Lead Independent Director of our Board since April 2019 • Chief Executive Officer of Stanley Black & Decker, Inc., a manufacturer of industrial tools and household hardware, 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 M.B.A. from Stanford University | Specific Qualifications, Experience, Attributes, and Skills: • 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 Topgolf Callaway Brands Corp, 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 | | Denise M. Morrison Age: 68 Independent Director Since: August 2018 Board Committees: Audit and Risk Committee; Compensation Committee | Public Company Directorships: (current) MetLife, Inc.; Quest Diagnostics; Visa Inc. (prior) Campbell Soup Company Career Highlights: • Founder of Denise Morrison & Associates, LLC, a consulting firm, since October 2018 • President and Chief Executive Officer from August 2011 to May 2018, and a Board member from October 2010 to May 2018; Executive Vice President and COO from October 2010 to July 2011; Senior Vice President, President of North America Soup, Sauces and Beverages from October 2007 to September 2010; President, Campbell USA from June 2005 to September 2007; and President, Global Sales and Chief Customer Officer from April 2003 to May 2005 of Campbell Soup Company, a food and beverage company • 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 • Senior marketing and sales positions at Nestle SA from 1984 to 1995 • Business Development manager position at PepsiCo, Inc. from 1982 to 1984 • 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: • 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, which contributes to her service on our Audit and Risk and Compensation Committees • 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 |
DIRECTOR NOMINEE BIOGRAPHIES
| Linda J. Rendle Age: 44 Independent Director Since: November 2020 Board Committees: Finance Committee; Nominating and Corporate Governance Committee | Public Company Directorships: (current) The Clorox Company; Visa Inc. (prior) none Career Highlights: • Chief Executive Officer of The Clorox Company, a global consumer products company, since September 2020 • Several other senior positions at Clorox for nearly 20 years, including: President from May 2020 to September 2020; EVP, Global Operations & Strategy, Cleaning and International from July 2019 to May 2020; EVP, Global Operations & Strategy, International, Better Health from January 2019 to July 2019; EVP and General Manager, Cleaning, Professional Products and Strategy from June 2018 to January 2019; SVP and General Manager, Cleaning and Professional Products from April 2017 to June 2018; SVP and General Manager, Cleaning from August 2016 to April 2017; VP and General Manager, Home Care from October 2014 to August 2016; VP, Sales, Cleaning from April 2012 to October 2014; other positions of increasing responsibility, including VP, Sales, Director of Sales Planning and Senior Sales Analyst from January 2003 to April 2012 • Several positions in sales management at Procter & Gamble from August 2000 to December 2002 • Bachelor’s degree in Economics from Harvard University | Specific Qualifications, Experience, Attributes, and Skills: • Strong track record of outstanding business results and values-led leadership, gained from nearly 20 years spent in a variety of senior operational and executive roles across many of Clorox’s businesses, provide her with a diverse perspective on global sales, product innovation, and business strategy • As Chief Executive Officer of a global company, her extensive experience and instrumental role in developing key corporate strategies provide important insights and perspectives with respect to global product development, growth, and long-range planning | | Maynard G. Webb, Jr. Age: 67 Independent Director Since: January 2014 Board Committees: Finance 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, since 2010 • 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: • 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 |
Directors and Executive Officers
Directors and Executive Officers The following table sets forth information known to the Company as of November 25, 2022 with respect to beneficial ownership of our Class A common stock by:
Directors and Executive Officers
| • | each member of the Board; |
Directors and Executive Officers
| • | our named executive officers for fiscal year 2022; and |
Directors and Executive Officers
| • | all current executive officers and directors of Visa as a group. |
Directors and Executive Officers
None of the directors or named executive officers individually, or directors and current executive officers as a group, beneficially owned more than 1% of the total number of shares of our Class A common stock outstanding as of November 25, 2022.
Directors and Executive Officers
| Name of Beneficial Owner | Class A common stock | Class A common stock obtainable within 60 days | Total(1) | | Directors and Named Executive Officers: | | | | | Alfred F. Kelly, Jr. | 166,728 | 651,692 | 818,420 | | Rajat Taneja | 272,569 | 529,260 | 801,829 | | Ryan McInerney | 167,503 | 625,480 | 792,983 | | Vasant Prabhu | 79,777 | 464,973 | 544,750 | | Kelly Mahon Tullier | 47,038 | 217,111 | 264,149 | | Francisco Javier Fernández-Carbajal | 29,591 | | 29,591 | | Robert W. Matschullat | 27,234 | | 27,234 | | Mary B. Cranston | 10,156 | | 10,156 | | Denise M. Morrison | 6,461 | | 6,461 | | John F. Lundgren | 6,123 | | 6,123 | | Lloyd A. Carney | 3,840 | | 3,840 | | Ramon Laguarta | 3,624 | | 3,624 | | Maynard G. Webb, Jr. | 1,481 | | 1,481 | | Teri L. List | 881 | | 881 | | Kermit R. Crawford | 550 | | 550 | | Linda J. Rendle | 0 | | 0 | | All Directors and Executive Officers as a Group (18 persons) | 855,866 | 2,672,123 | 3,527,989 |
Directors and Executive Officers
| 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: Mr. Matschullat (2,880), Ms. Cranston (13,819), Mr. Kelly (2,500), Mr. Webb (12,338), and Ms. Rendle (2,350).(1) |
Components of Executive Compensation
| Compensation Component | Type of Pay | Key Characteristics | Purpose | | Annual Cash Compensation | | | | | Base Salary | Fixed | Reviewed annually based on individual performance, market pay levels, and internal pay equity. | Attracts, retains, and rewards NEOs by providing a fixed source of income to reward experience, skills, and competencies. | | Annual Incentive Awards | | | | | Cash Incentive Awards | Performance- Based | Variable cash compensation component based on performance against pre-established performance goals in four categories that are aligned with our corporate strategy: Financial; Client; Foundational; and Operational Excellence, Talent, & ESG. | Focuses NEOs on our annual results and aligns NEOs’ interests with stakeholders’ interests by rewarding performance based on the achievement of pre-established, strategic annual goals. | | Long-term Incentive Awards | | | | | Equity Granted in the Form of Stock Options, Restricted Stock Units, and Performance Shares | Performance- Based | Stock option and restricted stock unit awards vest annually over a three-year period. Performance shares vest at the end of a three-year performance period. | Aligns NEOs’ interests with stockholders’ interests by linking a substantial portion of each NEO’s compensation to stock performance and the achievement of long-term corporate performance and operational efficiency. Recognizes company and individual performance in grant value determinations. Retains NEOs through multi-year vesting of equity awards and three-year performance periods, as applicable. Provides opportunities for stock ownership, which attracts and motivates our NEOs and promotes retention. |
Fiscal Year 2022 Financial Highlights
When making its determination of the net revenues, 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 made further adjustments as described under Compensation Discussion and Analysis – Fiscal Year 2022 Compensation – Selected Corporate Performance Goals and Results for Fiscal Year 2022 and Compensation Discussion and Analysis – Long-Term Incentive Compensation – Long-Term Incentive Awards Granted in Fiscal Year 2022.
Performance-Based Compensation for Fiscal Year 2022
| • | Each NEO’s performance-based compensation includes an annual cash incentive award and long-term performance shares. For the annual cash incentive, the target award value is established at the beginning of the fiscal year and the actual award amount is determined based on performance measured against pre-established goals at year-end. Performance shares provide the opportunity for shares to be earned at the end of a three-year performance period based on the achievement of pre-established financial goals. The payouts for the annual cash incentive and performance shares are capped at 200% of target. |
Performance-Based Compensation for Fiscal Year 2022
| • | For fiscal year 2022, the annual incentive plan included financial performance goals related to Net Revenues Growth, Net Income Growth, and EPS Growth, as described under Compensation Discussion and Analysis – Fiscal Year 2022 Compensation – Selected Corporate Performance Goals and Results for Fiscal Year 2022. In this proxy statement, we refer to these metrics as Net Revenues Growth – VIP adjusted, Net Income Growth – VIP adjusted, and EPS Growth – VIP adjusted. Actual performance for the financial metrics in the annual incentive plan exceeded the performance goals established for the fiscal year. |
Performance-Based Compensation for Fiscal Year 2022
| • | Similar to our approach for fiscal year 2021, the fiscal year 2022 annual incentive plan scorecard also included goals in the following three categories: Client; Foundational; and Operational Excellence, Talent, & ESG. These performance goals were designed to align with our strategic objectives, including ESG initiatives, as described under Compensation Discussion and Analysis – Fiscal Year 2022 Compensation – Selected Corporate Performance Goals and Results for Fiscal Year 2022. After the end of the fiscal year, the Compensation Committee carefully considered the Company’s performance against each of the pre-established goals and evaluated the degree to which each goal was exceeded, met, or not achieved, as described under Compensation Discussion and Analysis – Fiscal Year 2022 Compensation – Selected Corporate Performance Goals and Results for Fiscal Year 2022. Based on this analysis, as well as its review of each NEO’s individual performance, the Compensation Committee determined that the payout for the annual incentive plan would be 160% of each NEO’s target payout. |
Performance-Based Compensation for Fiscal Year 2022
| • | The performance shares granted to our NEOs are based on our average EPS result over the three separate years applicable to the particular performance share award and our cumulative relative TSR for the three-year period. In this proxy statement, we refer to the EPS metric as EPS – PS adjusted. Our fiscal year 2022 EPS – PS adjusted was above the maximum established for fiscal year 2022, resulting in a performance factor of 200% for the relevant portion of each award. |
Performance-Based Compensation for Fiscal Year 2022
| • | The performance shares previously awarded on November 19, 2019 completed their three-year performance period at the end of fiscal year 2022. Performance shares earned pursuant to these awards were based on EPS – PS adjusted for fiscal years 2020, 2021, and 2022 and our three-year relative TSR measured against the other companies in the S&P 500. As described under Compensation Discussion and Analysis – Fiscal Year 2022 Compensation – Long Term Incentive Compensation – Determination of Shares Earned for Performance Shares Previously Awarded on November 19, 2019, performance against the two metrics resulted in the vesting of 113.3% of the target number of performance shares subject to these awards. As described in our proxy statement filed with the SEC on December 3, 2020, our fiscal year 2020 EPS – PS adjusted fell below the threshold established for fiscal year 2020, resulting in a performance factor of 0%. This fiscal year 2020 performance factor negatively affected the number of performance shares that vested in November 2020, November 2021, and November 2022 by 41.7%, 33.7%, and 28.3%, respectively, assuming the fiscal year 2020 EPS – PS adjusted had resulted in target-level performance. |
Highlights of our Compensation Program
| WHAT WE DO | | | | Pay for Performance: A significant portion of each NEO’s target annual compensation is variable and at-risk based on achievement of pre-established performance goals. | | | Annual Say-on-Pay Vote: We conduct an annual Say-on-Pay advisory vote. | | | Recoupment Policies: Our Clawback Policy authorizes the Board to recapture past incentive compensation payments or cancel outstanding awards 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, and our equity award agreements provide for the forfeiture of equity-based awards in the event of specified detrimental activity in the absence of a restatement. | | | Short-Term and Long-Term Incentives/Measures: Our annual and long-term plans provide a balance of incentives and include complementary measures of performance. | | | Capped Incentive Award: Payouts under our annual incentive plan and long-term performance shares are capped at 200% of target. | | | Independent Compensation Consultant: The Compensation Committee engages an independent compensation consultant, who provides no other services to the Company. | | | Stock Ownership Guidelines: To further align the interests of management with our stakeholders, we have stock ownership guidelines that require our executive officers to hold a significant multiple of their annual base salary in equity. | | | Limited Perquisites: We provide limited special benefits to executive officers and do not provide tax gross-ups other than with respect to business-related relocation expenses. | | | 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. |
Highlights of our Compensation Program
| WHAT WE DON’T DO | | | | Gross-up 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 to be made in connection with a change of control. | | | Repricing of Stock Options: Our equity incentive plan prohibits the repricing of stock options and stock appreciation rights without prior stockholder approval. | | | Fixed-Term Employment Agreements: Employment of our executive officers is “at will” and may be terminated by either the Company or the employee at any time. | | | Single-Trigger Severance Arrangements: Our Executive Severance Plan and equity award agreements require a qualifying termination of employment in addition to a change of control before any change of control payments or benefits are triggered. | | | Hedging and Pledging: Our insider trading policy prohibits all employees and directors from hedging their economic interest in the Visa shares they hold or pledging Visa shares as collateral for a loan. |
Say-on-Pay
Say-on-Pay At the 2022 Annual Meeting of Stockholders, approximately 88% of the votes cast on the Company’s annual Say-on-Pay proposal supported our fiscal year 2021 NEO compensation program. In general, we believe these results represent investor support of our overall compensation philosophy and decisions. Accordingly, the Compensation Committee did not make any changes to the underlying structure of our executive compensation program for fiscal year 2022 directly as a result of the Say-on-Pay vote. Nevertheless, the Compensation Committee regularly reviews the compensation program to ensure it remains competitive and aligned with our stakeholders’ interests and the principles of the program. As discussed under Corporate Governance – Stockholder Engagement, we have proactive, ongoing engagement with our stockholders throughout the year related to a number of topics, including executive compensation. We reached out to our top 75 stockholders, representing approximately 65% of our outstanding Class A common stock. The most common question we received related to our executive compensation program was whether, and how, ESG principles are incorporated into our executive compensation program. As described under Compensation Discussion and Analysis – Fiscal Year 2022 Compensation – Annual Incentive Plan, ESG goals are incorporated into our annual incentive plan design and are a key component of the program.
Setting Performance Goals and Making Compensation Determinations
Setting Performance Goals and Making Compensation Determinations
Setting Performance Goals and Making Compensation Determinations
| Before End of Fiscal Year | | Beginning of Fiscal Year | | During Fiscal Year | | After End of Fiscal Year | | ● Compensation Committee begins with a review of our compensation program, including determining if our compensation levels are competitive with our peer companies and if any changes should be made to the program for the next fiscal year. | | ● Compensation Committee determines the principal components of compensation for the NEOs and the individual performance goals of the Chairman and Chief Executive Officer and sets the performance goals for each performance-based compensation component. ● Chairman and Chief Executive Officer sets individual performance goals for each of the other NEOs, which are reviewed by the Compensation Committee. The individual performance goals are designed to further drive our corporate goals and strategic objectives while holding the NEOs accountable for their performance. | | ● Compensation Committee meets regularly throughout the year, with management and in executive session, and reviews the Company’s performance to date against the corporate performance goals. ● The Compensation Committee also reviews the executive compensation program to ensure that it remains competitive and aligned with our stakeholders’ interests and the other principles of the program. The Compensation Committee’s independent consultant generally attends all committee meetings. | | ● Compensation Committee conducts a multi-part review of each NEO 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 performance delivered. ● Our Chairman and Chief Executive Officer reviews the performance of each NEO (other than his own performance, which is reviewed by the Compensation Committee and the other independent directors) and presents his compensation recommendations to the Compensation Committee. ● Compensation Committee reviews the compensation recommendations relating to NEOs that were made by our Chairman and Chief Executive Officer and approves all compensation decisions for our NEOs based on its assessment of performance. ● For his own performance review, the Chairman and Chief Executive Officer prepares a self-assessment, which is reviewed by each independent director and discussed by the Compensation Committee and the other independent directors of the Board. When making compensation decisions for our Chairman and Chief Executive Officer and other NEOs, the Compensation Committee considers the views of the other independent directors. |
Role of Independent Consultant
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 Meridian Compensation Partners, LLC (Meridian) as its independent consultant to advise it on executive and non-employee director compensation matters. This selection was made without the influence of management. Under the terms of its agreement with the Compensation Committee, Meridian does not provide any other services to the Company, unless directed to do so by the Compensation Committee and within the scope of the Compensation Committee’s charter. During fiscal year 2022, Meridian 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 2022, the Compensation Committee conducted a formal evaluation of the independence of Meridian and, based on this review, did not identify any actual or potential conflict of interest raised by the work performed by Meridian. When conducting this evaluation, the Compensation Committee took into consideration the factors set forth in the Securities Exchange Act of 1934 (Exchange Act) Rule 10C-1 and the NYSE’s listing standards.
Compensation Peer Group
Compensation Peer Group As part of its annual compensation review process, the Compensation Committee discussed with its independent consultant an analysis of our fiscal year 2022 executive compensation program, including total compensation and the elements used to compensate our NEOs. It then compared their compensation to that of similarly situated NEOs of other companies in our compensation peer group. The review was based on public compensation data for our compensation peer group and data from third-party compensation surveys. To best inform their pay decisions based on where the Company competes for talent, the Compensation Committee has established two categories for identifying peer companies:
Compensation Peer Group
| • | Direct business competitors. |
Compensation Peer Group
| • | Related-industry competitors that are S&P 500 companies (a) classified as financial services, technology excluding hardware and manufacturing, and interactive media/entertainment; (b) with a 12-month average market capitalization value between approximately one-fourth and four times Visa’s average market capitalization; and (c) with annual revenues of less than $150 billion. Certain peer companies may fall outside of these guidelines if they are determined to be a relevant market competitor for NEO talent. |
Compensation Peer Group
A list of 24 companies identified as peers for fiscal year 2022 is shown below.
Compensation Peer Group
| Direct Peers | Related Industry Peers | | | | Financial Services | Technology & Interactive Media/Entertainment | | – 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 – Adobe Inc. – Alphabet Inc. – Block, Inc. – IBM Corporation – Meta Platforms, Inc. – Microsoft Corporation – Oracle Corporation – salesforce.com, inc. |
Compensation Peer Group
In July 2022, using the methodology described above, the Compensation Committee reviewed the peer companies and removed The Bank of New York Mellon Corporation from the list of companies for fiscal year 2023 and for compensation decisions at the end of fiscal year 2022.
Use of Market Data
Use of Market Data To attract and retain key executives, we consider total compensation for our NEOs by reference to the range of compensation paid to similarly situated executives of our compensation peer group. This includes salary, annual incentive targets, and long-term incentive grant values. The actual level of our NEOs’ total direct compensation is determined based on both individual and corporate performance and can vary based on such factors as expertise, performance, or advancement potential.
Summary of Fiscal Year 2022 Base Salary and Incentive Compensation
Summary of Fiscal Year 2022 Base Salary and Incentive Compensation In November 2022, the Compensation Committee determined our NEOs’ total direct compensation based on corporate and individual performance for fiscal year 2022 and other relevant information such as market data and the advice of its independent compensation consultant, as described in this Compensation Discussion & Analysis. The NEOs’ total direct compensation consists of the following elements: base salary for fiscal year 2022; annual incentive plan payments earned for performance in fiscal year 2022; and long-term equity incentives consisting of performance shares, stock options, and restricted stock units granted on November 19, 2022. The table below reflects these components for each NEO for fiscal year 2022. As the long-term incentive awards for fiscal year 2022 set forth in the following table were awarded after the end of the fiscal year, they are discussed under Compensation Discussion and Analysis – Fiscal Year 2023 Compensation. The equity awards discussed under Compensation Discussion and Analysis – Fiscal Year 2022 Compensation – Long-Term Incentive Compensation refer to the equity awards made on November 19, 2021, during fiscal year 2022. The table below differs substantially from the Executive Compensation – Summary Compensation Table for Fiscal Year 2022 later in this proxy statement in that the equity awards included in the table for fiscal year 2022 below were awarded on November 19, 2022 while the equity awards included in the Summary Compensation Table were granted on November 19, 2021. This supplemental table is not intended as a substitute for the information in the Executive Compensation – Summary Compensation Table for Fiscal Year 2022, but is provided to show the total direct compensation that the Compensation Committee approved in November 2022 following the end of the 2022 fiscal year, based on considerations including fiscal year 2022 performance.
Summary of Fiscal Year 2022 Base Salary and Incentive Compensation
| | | 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. | 1,550,000 | 6,200,000 | 10,750,000 | 5,375,000 | 5,375,000 | 29,250,000 | | Vasant Prabhu | 1,100,000 | 3,520,000 | 4,500,000 | 2,250,000 | 2,250,000 | 13,620,000 | | Ryan McInerney | 1,100,000 | 3,520,000 | 6,750,000 | 3,375,000 | 3,375,000 | 18,120,000 | | Rajat Taneja | 1,100,000 | 3,520,000 | 6,250,000 | 3,125,000 | 3,125,000 | 17,120,000 | | Kelly Mahon Tullier | 850,000 | 2,380,000 | 3,600,000 | 1,800,000 | 1,800,000 | 10,430,000 |
Summary of Fiscal Year 2022 Base Salary and Incentive Compensation
| Reflects the payment pursuant to the annual incentive plan approved by the Compensation Committee in November 2022 and paid on November 15, 2022. These amounts are included in the “Non-Equity Incentive Plan Compensation” column of the Executive Compensation – Summary Compensation Table for Fiscal Year 2022.(2) |
Summary of Fiscal Year 2022 Base Salary and Incentive Compensation
| Reflects the target dollar value of performance shares approved by the Compensation Committee in November 2022 and awarded on November 19, 2022. Please see Compensation Discussion and Analysis – Fiscal Year 2023 Compensation for additional information regarding these awards.(3) |
Summary of Fiscal Year 2022 Base Salary and Incentive Compensation
| Reflects the dollar value of restricted stock units and stock option grants approved by the Compensation Committee in November 2022 and granted on November 19, 2022. The grant date fair value of these awards will be included in the fiscal year 2023 Summary Compensation Table in the proxy statement for the 2024 annual meeting of stockholders. Please see Compensation Discussion and Analysis – Fiscal Year 2023 Compensation for additional information regarding these awards.(4) |
Base Salary
Base Salary When setting our NEOs’ base salaries, the Compensation Committee generally considers the range of compensation paid to similarly situated executive officers of our compensation peer group. The Compensation Committee may set salaries relative to this range based on considerations including the expertise, performance, or advancement potential of each NEO, including relative to other NEOs. The base salary levels of our NEOs typically are considered annually as part of our performance review process, and upon an NEO’s promotion or other change in job responsibilities. During its annual review of the base salaries of our NEOs for fiscal year 2022, the Compensation Committee considered market data for our compensation peer group; an internal review of each NEO’s compensation, both individually and relative to other NEOs; and the individual performance of each NEO. Based on this review, and in consultation with its independent consultant, the Compensation Committee decided to increase Ms. Mahon Tullier’s base salary from $800,000 to $850,000 in connection with her appointment to the role of Vice Chair, Chief People and Administrative Officer, and that it would not adjust the base salaries of our other NEOs for fiscal year 2022.
Annual Incentive Plan
Annual Incentive Plan
Incentive Plan Target Award Percentage
Incentive Plan Target Award Percentage During fiscal year 2022, each of our NEOs was eligible to earn an annual cash incentive award under the Visa Inc. Incentive Plan (VIP). Each NEO’s target award was expressed as a percentage of his or her base salary, reflecting market practice, internal equity among executive officers, and the intended value and mix of target total direct compensation. After the end of the fiscal year, the Compensation Committee determined the amount of each NEO’s actual annual incentive award based upon its evaluation of achievement against pre-determined goals, with a maximum opportunity of 200% of the target percentage attributable to each NEO.
Selected Corporate Performance Goals and Results for Fiscal Year 2022
Selected Corporate Performance Goals and Results for Fiscal Year 2022 The Compensation Committee approved an annual incentive scorecard for fiscal year 2022, similar to the approach it adopted last year. The scorecard balances annual incentive determinations across financial and non-financial strategic priorities, with rigorous, pre-established quantitative and qualitative corporate performance goals in four categories. The Compensation Committee established the goals early in the fiscal year, reviewed progress against each goal quarterly, and evaluated achievement of the goals at year-end. The Compensation Committee determined a payout percentage based on its evaluation of results against the scorecard and then reviewed each NEO’s individual performance against their annual goals to determine whether any further adjustments should be made based on individual performance. These scorecard performance goals were established by reference to our corporate strategy, which is designed to position the Company competitively and thereby deliver superior performance, and which should in turn create value for our stockholders and benefit our employees, clients, and the communities in which we operate. The Compensation Committee expects our NEOs to be focused on a wide range of performance goals that are critical to our corporate strategy, by promoting financial goals along with other priorities that are vital to the Company’s long-term success, such as ESG initiatives. This approach is aligned with our corporate strategy, enhances stockholder value, and reduces the likelihood of excessive risk taking with respect to any particular financial performance goal. Accordingly, the scorecard design takes a holistic approach to the goal-setting process and does not apply specific weighting to the corporate performance goals described below, and the Compensation Committee carefully considered each goal in its overall evaluation of corporate performance. The same scorecard is also used for determining the annual bonus funding for our broad-based employee bonus plan. Each of the performance goals for the annual incentive plan scorecard was established on November 2, 2021, except that preliminary Transactions Growth and Cross-Border Growth goals were finalized on January 24, 2022. The performance goals were established based on the best available information at the time, amidst lingering uncertainty regarding the ongoing effects of the COVID-19 pandemic, including the reopening of borders and resumption of international travel. The goals were designed to be challenging and were expected to incentivize the NEOs to advance Visa’s strategic and operational priorities while the continuing impact of COVID-19 on the Company’s business was uncertain. In addition, these goals were established prior to the war in Ukraine and the unforeseeable impact that this action would have on the Company’s business, as discussed below under Compensation Discussion and Analysis – Fiscal Year 2022 Compensation – Annual Incentive Plan – Payment of Annual Incentive Plan Awards for Fiscal Year 2022. The Compensation Committee did not adjust the annual incentive goals in response to these events. The following table lists selected metrics from the annual incentive scorecard for fiscal year 2022.
Selected Corporate Performance Goals and Results for Fiscal Year 2022
| | Financials, Clients, and Foundational Goals | | | | | Selected Metrics | | | Designed to promote strong financial results and align our NEOs’ interests with the interests of stockholders; develop and enhance Visa’s relationships with clients; and support key business priorities | • Net Revenues Growth • Net Income Growth • EPS Growth • Transactions Growth • Payments Volume Growth • Cross-Border Volume Growth • New Payment Flows • Net New Acceptance Locations | | | Operational Excellence, Talent, and ESG Goals | | | | | Selected Metrics | | | Designed to ensure that our NEOs enhance the wellbeing of our employees, clients, and the communities in which we operate, and to advance our ESG strategy | • Sustainability • Social Impact • Talent • Technology • Cybersecurity • Risk • M&A Integration |
Selected Corporate Performance Goals and Results for Fiscal Year 2022
Following the end of fiscal 2022, the Compensation Committee evaluated the Company’s performance relative to each goal in the annual incentive scorecard. The following tables provide detail on many of the goals and achievements that the Compensation Committee considered to be important drivers of the Company’s success when making its annual incentive determinations for the NEOs. These goals and results represent a range of factors that demonstrate the value delivered by our NEOs to stockholders, our employees, clients, and the communities in which we operate. To maximize transparency into the goal-setting process while balancing concerns that disclosure of some operational goals would provide our competitors with insight into specific business priorities and initiatives, not all metrics, goals, and results are described in detail.
Selected Corporate Performance Goals and Results for Fiscal Year 2022
| Financials, Clients, and Foundational | | • Net Revenues Growth – VIP adjusted of 21.2%, exceeding the annual goal of 15.7% | | • Net Income Growth – VIP adjusted of 23.5%, exceeding the annual goal of 12.1% | | • EPS Growth – VIP adjusted of 26.5%, exceeding the annual goal of 13.7% | | • Transactions Growth of 12%, falling below the annual goal of 16% | | • Constant-dollar Payments Volume Growth of 15%, exceeding the annual goal of 13% | | • Constant-dollar Cross-border Volume Growth excluding Intra-Europe of 49%, exceeding the annual goal | | • Net New Acceptance Locations excluding China of 15.5 million, exceeding the annual goal | | Operational Excellence, Talent, & ESG | | • Exceeded our goals related to protecting the Company from cyber threats; innovating on cyber capabilities for the Company and ecosystem to further advance our leadership position; and ensuring compliance with regulatory reviews | | • Exceeded our goals related to building, deploying, and automating a risk technology platform that protects the Company and the payments ecosystem; digitizing and advancing risk management capabilities to ensure that the Company maintains a strong control environment; deploying new solutions to reduce risk and crime while driving strong client engagement and satisfaction; and continuing to provide capabilities that help to reduce fraud in the payments ecosystem | | • Exceeded our technology goals for authorization, clearing, and settlement processing success rates | | • Met our goal of successfully integrating Currencycloud and Tink and delivering fiscal year 2022 financial goals for the acquired businesses | | • Exceeded our goal of digitally enabling 18 million SMBs worldwide as part of our three-year goal of digitally enabling 50 million SMBs | | • Met our goal of maintaining 100% renewable electricity and carbon neutral operations and exceeded our goals of advancing on our commitment to reach net zero by 2040 and being a climate positive company | | • Exceeded our goal of 20% of our employees volunteering in charitable opportunities sponsored by the Company, with 24% of our employees participating in such programs | | • Met our goal of increasing representation for underrepresented employees in the U.S. and continued our efforts to improve representation of women globally | | • Met our goals of creating a compelling employee value proposition to enable effective storytelling about the Company workplace; enhancing talent acquisition capabilities, process, and controls; enhancing our employee retention strategy with particular emphasis on career development, people leadership development, and talent assessment; managing cultural, structural, and process changes to successfully transition to a hybrid model of work; increasing participation in, and satisfaction with, virtual-live programs for employees; and establishing a multi-year strategy to support the transformation of our People team |
Selected Corporate Performance Goals and Results for Fiscal Year 2022
For purposes of the annual incentive plan, our Net Revenues Growth – VIP adjusted for fiscal year 2022 was determined as year-over-year growth in gross revenues net of client incentives, adjusted to exclude pre-established adjustments made in accordance with the terms of the annual incentive plan determined at the beginning of fiscal year 2022. Our Net Income Growth – VIP adjusted was determined by adjusting our GAAP Net Income to exclude certain items that we believe were not representative of our continuing performance, as they were non-recurring or had no cash impact, and could distort our longer-term operating trends, as well as other pre-established adjustments made in accordance with the terms of the annual incentive plan determined at the beginning of fiscal year 2022, including net income related to acquisitions closed during fiscal year 2022.
Individual Performance for Fiscal Year 2022
Individual Performance for Fiscal Year 2022 In addition to its review of the Company’s overall results relative to each goal in the annual incentive scorecard and its determination of the appropriate payout percentage to reflect these results, the Compensation Committee also evaluated each NEO’s individual performance, based on each NEO’s self-assessment and Mr. Kelly’s input. Individual performance goals for the Chairman and Chief Executive Officer were established with the oversight of the Compensation Committee. Individual performance goals for the other NEOs were proposed by the Chairman and Chief Executive Officer and reviewed by the Compensation Committee. The following is a summary description of each NEO’s individual performance achievements for fiscal year 2022.
Payment of Annual Incentive Plan Awards for Fiscal Year 2022
Payment of Annual Incentive Plan Awards for Fiscal Year 2022 Based on its analysis of Visa’s performance relative to each annual incentive scorecard goal, the Compensation Committee determined that the payout percentage for the 2022 annual incentive plan would be 160% of target and that it would not adjust this payout percentage for any NEO based on its evaluation of the individual achievements described above. In making this assessment, the Compensation Committee considered the impact of the Company’s decision in March 2022 to suspend its operations in Russia due to the war in Ukraine. These unfortunate events were not foreseeable when the Compensation Committee established the performance goals, and they impacted the ability of the Company to achieve some of the goals in the annual incentive scorecard, such as Transactions Growth, for reasons outside of our executives’ control. The Company’s number one priority in the weeks and months following the March 2022 announcement was ensuring the safety and security of our colleagues and their families who were directly impacted, while complying with all applicable global sanctions. Despite these challenges, the Company delivered strong financial and non-financial results relative to the scorecard goals, which the Compensation Committee considered when making its annual incentive determinations. The Compensation Committee determined that the payout percentage of 160% appropriately reflected, in the aggregate, the Company’s and each NEO’s performance relative to the pre-established goals, especially in light of the ongoing events in Russia and Ukraine and their impact on the Company’s business. The fiscal year 2022 annual cash incentive award payments are included in the “Non-Equity Incentive Plan Compensation” column of the Executive Compensation – Summary Compensation Table for Fiscal Year 2022 and are set forth in the following table.
Payment of Annual Incentive Plan Awards for Fiscal Year 2022
| | Annual Base Salaryx | Target Annual Incentive%(1) | Target Annual Incentive $(1)x | Payout Percentage | = | Final Award | | Alfred F. Kelly, Jr. | $1,550,000 | 250% | $3,875,000 | 160% | | $6,200,000 | | Vasant Prabhu | $1,100,000 | 200% | $2,200,000 | 160% | | $3,520,000 | | Ryan McInerney | $1,100,000 | 200% | $2,200,000 | 160% | | $3,520,000 | | Rajat Taneja | $1,100,000 | 200% | $2,200,000 | 160% | | $3,520,000 | | Kelly Mahon Tullier(2) | $850,000 | 175% | $1,487,500 | 160% | | $2,380,000 |
Payment of Annual Incentive Plan Awards for Fiscal Year 2022
| The “maximum” amounts are provided under the Executive Compensation – Grants of Plan-Based Awards in Fiscal Year 2022 Table.(1) |
Payment of Annual Incentive Plan Awards for Fiscal Year 2022
| In connection with her appointment to the role of Vice Chair, Chief People and Administrative Officer effective October 1, 2021, the Compensation Committee approved an increase in Ms. Mahon Tullier’s base salary from $800,000 to $850,000 and an increase in her annual incentive target percentage from 150% to 175% of base salary.(2) |
Long-Term Incentive Compensation
Long-Term Incentive Compensation The 2007 Equity Incentive Compensation Plan is intended to promote our long-term success by attracting, motivating, and retaining our non-employee directors, officers, and employees. The Compensation Committee administers the equity incentive plan with respect to our NEOs and determines, in its informed judgment and in accordance with the terms of the equity incentive plan, the recipients who may be granted awards, the form and amount of awards, the terms and conditions of awards (including vesting and forfeiture conditions), the timing of awards, and the form and content of award agreements.
Long-Term Incentive Awards Granted in Fiscal Year 2022
Long-Term Incentive Awards Granted in Fiscal Year 2022 In determining the types and amounts of annual equity awards to be granted to our NEOs in fiscal year 2022, the Compensation Committee considered, in consultation with its independent consultant, factors including the practices of companies in our compensation peer group, the actual compensation levels of similarly situated executive officers of companies in our compensation peer group, company and individual performance, recommendations from our Chairman and Chief Executive Officer (for awards to the NEOs other than himself), and each NEO’s total compensation, including the value of outstanding awards held by each NEO. The Compensation Committee also considered the incentives provided by different award types, including increasing stockholder value, avoiding excessive risk taking, and encouraging employee retention. The target value of equity awards granted to each NEO in fiscal year 2022 consisted of 25% stock options, 25% restricted stock units, and 50% performance shares. Each award type is used to retain and incentivize key executive officers. Stock options generate value only if Visa’s stock price appreciates after the grant date, and performance shares are designed so that the number of shares that are earned varies based on corporate performance results. The following table displays the total combined target value of equity awards approved by the Compensation Committee for our NEOs in fiscal year 2022, and the award value broken down by component. The values in the table below differ from the values in the Executive Compensation – Summary Compensation Table for Fiscal Year 2022 and the Executive Compensation – Grants of Plan-Based Awards in Fiscal Year 2022 Table because the aggregate grant date fair values of the performance shares displayed in those tables are computed in accordance with stock-based accounting rules and will be displayed in multiple years.
Long-Term Incentive Awards Granted in Fiscal Year 2022
| | Components of annual awards granted on November 19, 2021 | | | | | | Value of Stock Options ($) | Value of Restricted Stock Units ($) | Value of Performance Shares at Target ($) | Total Combined Value of Equity Awards ($) | | Alfred F. Kelly, Jr. | 5,325,000 | 5,325,000 | 10,650,000 | 21,300,000 | | Vasant Prabhu | 2,625,000 | 2,625,000 | 5,250,000 | 10,500,000 | | Ryan McInerney | 3,337,500 | 3,337,500 | 6,675,000 | 13,350,000 | | Rajat Taneja | 3,125,000 | 3,125,000 | 6,250,000 | 12,500,000 | | Kelly Mahon Tullier | 1,762,500 | 1,762,500 | 3,525,000 | 7,050,000 |
Stock Options and Restricted Stock Units
Stock Options and Restricted Stock Units The dollar value of the annual equity awards in the table above were converted to a specific number of stock options or restricted stock units on the November 19, 2021 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 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
Performance Shares The value displayed for performance shares in the table above reflects the target value of the annual award. The target number of performance shares is determined at the beginning of a three-year performance period and the number of shares earned at the end of the three-year period will range from zero to 200% of target depending on our corporate performance, as measured by:
Performance Shares
| • | the annual EPS goal established for each fiscal year; and |
Performance Shares
| • | an overall modifier based on Visa’s TSR ranked relative to S&P 500 companies, or relative TSR Rank, over the three-year performance period. |
Performance Shares
Vesting of the performance shares is generally subject to each NEO’s continued employment through the entire three-year performance period, except upon death, disability, retirement, involuntary terminations without cause, and certain qualifying (double-trigger) terminations in connection with a change in control, as described in the section titled Executive Compensation – Potential Payments upon Termination or Change of Control. We set EPS goals annually and average the results over three fiscal years to ensure that the goals are meaningful and the EPS results relative to the goals are not disproportionately impacted by unforeseeable market factors outside the NEOs’ control over a multi-year period, such as the impacts of the COVID-19 pandemic on the global economy starting in fiscal year 2020 and the events in Russia and Ukraine in fiscal year 2022. This approach provides a performance and retention incentive over the long term with three-year cliff vesting, while also including a modifier based on three-year relative TSR performance.
FY2022-FY2024 Performance Share Design
FY2022-FY2024 Performance Share Design Impact of Stock Buybacks on EPS The amount of stock buybacks are budgeted at the beginning of the year. If Visa repurchased stock significantly above or below this level, the EPS result would be adjusted accordingly. Relative TSR Modifier The relative TSR modifier will reduce by up to 25% the number of shares that are earned for periods when our TSR performance is below the median of the companies comprising the S&P 500 and will increase by up to 25% the number of shares that are earned for periods when our TSR performance exceeds the median of the companies comprising the S&P 500. The total number of shares that may be earned at the end of the three-year period is capped at 200% of the target number of shares. EPS Goals One-third of the target performance shares awarded on November 19, 2021 was tied to the fiscal year 2022 EPS goal that the Compensation Committee established within the first 90 days of fiscal year 2022. The remaining two-thirds of the target shares awarded is tied to the EPS goals for each of fiscal years 2023 and 2024, which will be set by the Compensation Committee within the first 90 days of the respective fiscal year. The actual EPS result will be used to determine the percentage of target shares credited from each of the three award segments. If the minimum EPS goal is reached in a particular year, 50% of the target shares will be credited for that segment; if the target EPS goal is reached, 100% of the target shares will be credited; and if the maximum EPS goal is reached, 200% of the target shares will be credited. Results are interpolated for EPS performance between threshold and target, and between target and maximum. At the end of fiscal year 2022, the Compensation Committee reviewed our EPS – PS adjusted of $7.48, which was determined by excluding from GAAP EPS certain adjustments from GAAP Net Income to exclude certain items that we believe were not representative of our continuing performance, as they were non-recurring or had no cash impact, and could distort our longer-term operating trends, as well as other pre-established adjustments made in accordance with the terms of the awards determined at the beginning of fiscal year 2022, including net income related to acquisitions closed during fiscal year 2022. The Compensation Committee determined that the final EPS – PS adjusted result of $7.48 exceeded the maximum goal of $7.30 for fiscal year 2022. At the completion of the entire three-year performance period in November 2024, the shares credited from the above EPS calculations for the three fiscal years will be totaled and the overall number of shares will be modified based on Visa’s TSR Rank for the full three-year period. This TSR Rank modification may increase or decrease the final number of shares earned by a maximum of 25%, as illustrated in the 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.
FY2022-FY2024 Performance Share Design
| | Threshold Performance | Target Performance | Maximum Performance | | Modifying Metric | 75% | 100% | 125% | | 3-Year Visa TSR Rank vs. S&P 500(1) | 25(th) Percentile or Below | 50(th) Percentile | 75(th) Percentile or Above |
FY2022-FY2024 Performance Share Design
| Results between the 25(th) percentile and the 50(th) percentile and between the 50(th) percentile and the 75(th) percentile are interpolated between 75% and 100% or 100% and 125%, respectively.(1) |
FY2022-FY2024 Performance Share Design
The EPS goal for fiscal year 2022 and actual EPS results discussed above also apply to the third portion of the performance shares previously awarded to our NEOs on November 19, 2019 and the second portion of the performance shares previously awarded to our NEOs on November 19, 2020, as illustrated below. Consistent with FASB ASC Topic 718, the value of the performance share awards for fiscal year 2022 included in the “Stock Awards” column of the Executive Compensation – Summary Compensation Table for Fiscal Year 2022 later in this proxy statement represents the third segment of the award made on November 19, 2019, the second segment of the award made on November 19, 2020, and the first segment of the award made on November 19, 2021.
Determination of Shares Earned for Performance Shares Previously Awarded on November 19, 2019
Determination of Shares Earned for Performance Shares Previously Awarded on November 19, 2019 The performance shares previously awarded to NEOs on November 19, 2019 completed their three-year performance period following fiscal year 2022. As a result, the Compensation Committee determined and certified the Company’s actual results over the three-year period in November 2022, which determined the final number of shares earned pursuant to those awards. As illustrated below, based on the annual EPS results for fiscal years 2020, 2021, and 2022, and our TSR Rank over the three-year period, the performance shares earned equated to 113.3% of the target award established on November 19, 2019.
Determination of Shares Earned for Performance Shares Previously Awarded on November 19, 2019
| Primary Metric | Threshold ($) | Target ($) | Maximum ($) | Result ($) | EPS Result as % of Target(1) | | Fiscal Year 2020 EPS | 5.68 | 6.11 | 6.54 | 5.01 | 0.0% of Target | | Fiscal Year 2021 EPS | 4.61 | 5.18 | 5.54 | 5.90 | 200.0% of Target | | Fiscal Year 2022 EPS | 6.07 | 6.82 | 7.30 | 7.48 | 200.0% of Target | | Average Result | | | | | 133.3% of Target |
Determination of Shares Earned for Performance Shares Previously Awarded on November 19, 2019
| Percentage is based on unrounded values.(1) |
Determination of Shares Earned for Performance Shares Previously Awarded on November 19, 2019
| Modifying Metric | Threshold (75% modifier) | Target (100% modifier) | Maximum (125% modifier) | Result | Modifier % | | 3 Year TSR Rank v. S&P 500 | 25(th) percentile | 50(th) percentile | 75(th) percentile | 35(th) percentile | 85% |
Determination of Shares Earned for Performance Shares Previously Awarded on November 19, 2019
| Primary Metric Result | Times | Modifying Metric | Equals | Final Payout Result as a % of Target (capped at 200%) | | 133.3% | x | 85% | = | 113.3% |
Determination of Shares Earned for Performance Shares Previously Awarded on November 19, 2019
Based on this Final Payout Result of 113.3%, on November 30, 2022, the NEOs earned shares equal to 113.3% of the target number of shares granted to each of them on November 19, 2019. As a result, Mr. Kelly earned 56,566 shares versus his target of 49,926 shares, Mr. McInerney earned 32,545 shares versus his target of 28,725 shares, Mr. Prabhu earned 26,346 shares versus his target of 23,253 shares, Mr. Taneja earned 30,995 shares versus his target of 27,357 shares, and Ms. Mahon Tullier earned 12,398 shares versus her target of 10,943 shares.
Severance
Severance In order to attract and retain high-performing NEOs, we believe it is appropriate to provide severance to an executive officer in certain circumstances. Our severance arrangements are reasonable, responsible in value, tailored to the circumstances of the termination of employment, and in line with market practice. We do not gross up for excise taxes that may be imposed as a result of severance payments and, for payments payable upon or following a change of control, we require a qualifying termination of employment in addition to the change of control. Please see the section entitled Executive Compensation – Potential Payments upon Termination or Change of Control – Executive Severance Plan for additional information.
Fiscal Year 2023 Compensation
Fiscal Year 2023 Compensation On November 2, 2022, the Compensation Committee approved the annual equity awards for our NEOs to be granted on November 19, 2022, using a combination of 25% of the total value of equity awards in stock options, 25% in restricted stock units, and 50% in performance shares at the target value, reflecting the same mix as used in prior years. The actual number of performance shares earned will be based on the following:
Fiscal Year 2023 Compensation
Vesting of the equity awards is generally subject to each NEO’s continued employment through the entire three-year performance period, except upon certain terminations of employment due to death, disability, retirement, and certain qualifying (double-trigger) terminations in connection with a change in control. A portion of the equity awards is subject to pro-rata payment in the event of a termination by Visa without cause. Consistent with prior fiscal years, the total combined value of each equity award was approved by the Compensation Committee after considering, in consultation with its independent consultant, the practices of companies in our compensation peer group, the actual compensation levels of similarly situated executive officers of companies in our compensation peer group, corporate and individual performance during fiscal year 2022, recommendations from our Chairman and Chief Executive Officer (for awards to the NEOs other than himself), and each NEO’s total compensation, including the value of outstanding awards held by the NEOs. The values in the table below will differ from the values in the Executive Compensation – Summary Compensation Table for Fiscal Year 2023 and the Executive Compensation – Grants of Plan-Based Awards in Fiscal Year 2023 Table because the aggregate grant date fair values of the performance shares that will be displayed in those tables will be computed in accordance with stock-based accounting rules and will be displayed in multiple years.
Fiscal Year 2023 Compensation
| | Components of annual awards granted on November 19, 2022 | | | | | | Value of Stock Options ($) | Value of Restricted Stock Units ($) | Value of Performance Shares at Target ($) | Total Combined Value of Equity Awards ($) | | Alfred F. Kelly, Jr. | 5,375,000 | 5,375,000 | 10,750,000 | 21,500,000 | | Vasant Prabhu | 2,250,000 | 2,250,000 | 4,500,000 | 9,000,000 | | Ryan McInerney | 3,375,000 | 3,375,000 | 6,750,000 | 13,500,000 | | Rajat Taneja | 3,125,000 | 3,125,000 | 6,250,000 | 12,500,000 | | Kelly Mahon Tullier | 1,800,000 | 1,800,000 | 3,600,000 | 7,200,000 |
Other Equity Grant Practices and Policies
Other Equity Grant Practices and Policies
Stock Grant Practices
Stock Grant Practices The Compensation Committee maintains a Policy on Granting Equity Awards (Equity Grant Policy), which contains procedures to prevent stock option backdating and other grant timing issues. Under the Equity Grant Policy, 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 and who are not subject to Section 16(a) of the Exchange Act (Section 16 officers). The grant date for annual awards to all employees 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 NEOs, other members of Visa’s Executive Committee, and Section 16 officers. 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 15th day of the calendar month or on such other date determined by the Stock Committee, Compensation Committee, or the Board. For all newly granted stock option awards, the exercise price will be the closing price of our Class A common stock on the NYSE on the date of the grant. If the grant date falls on a non-trading day, the exercise price of stock option awards will be the closing price of our Class A common stock on the NYSE on the last trading day preceding the date of grant.
Recoupment Policies
| • | 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; |
Recoupment Policies
Under the Clawback Policy, we can require reimbursement or forfeiture 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. Reimbursement or forfeiture may include compensation paid or awarded during the period covered by the restatement and applies to compensation awarded in periods occurring after 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 to benefit under an incentive program and provides a right of recovery if an executive officer took actions that, in hindsight, should not have been rewarded. In addition, appropriate language regarding the policy has been included in applicable documents and award agreements and our executive officers are required to acknowledge in writing that compensation we have awarded to them may be subject to reimbursement, clawback, or forfeiture pursuant to the terms of the policy and/or applicable law. Further, the equity forfeiture provisions in applicable award agreements would also apply in the event of specified detrimental activity in the absence of a restatement.
Summary Compensation Table for Fiscal Year 2022
Summary Compensation Table for Fiscal Year 2022 The following table and related footnotes describe the total compensation earned for services rendered during fiscal years 2022, 2021, and 2020 by our NEOs. The primary elements of each NEO’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 Executive Compensation – All Other Compensation in Fiscal Year 2022 Table.
Summary Compensation Table for Fiscal Year 2022
| 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. Chairman and Chief Executive Officer | 2022 | 1,555,978 | – | 14,782,648 | 5,325,013 | 6,200,000 | – | 239,963 | 28,103,602 | | | 2021 | 1,550,031 | – | 17,681,675 | 5,125,009 | 6,400,000 | – | 188,123 | 30,944,838 | | | 2020 | 1,550,076 | – | 17,026,616 | 4,562,500 | 3,100,000 | – | 125,736 | 26,364,928 | | Vasant Prabhu Vice Chair, Chief Financial Officer | 2022 | 1,104,239 | – | 7,263,594 | 2,624,981 | 3,520,000 | 1,053 | 23,396 | 14,537,263 | | | 2021 | 1,100,019 | – | 8,187,025 | 2,624,993 | 3,630,000 | 979 | 31,400 | 15,574,416 | | | 2020 | 1,100,050 | – | 8,039,757 | 2,124,987 | 1,760,000 | 1,209 | 23,850 | 13,049,853 | | Ryan McInerney President | 2022 | 1,104,239 | – | 9,114,177 | 3,337,503 | 3,520,000 | 3,230 | 28,686 | 17,107,835 | | | 2021 | 1,100,019 | – | 9,845,103 | 3,212,500 | 3,630,000 | 2,670 | 27,400 | 17,817,692 | | | 2020 | 1,100,050 | – | 9,439,901 | 2,624,994 | 1,760,000 | 3,227 | 27,100 | 14,955,272 | | Rajat Taneja President, Technology | 2022 | 1,104,239 | – | 8,585,208 | 3,124,998 | 3,520,000 | 1,587 | 20,383 | 16,356,415 | | | 2021 | 1,100,019 | – | 9,329,605 | 3,049,986 | 3,630,000 | 1,421 | 20,733 | 17,131,764 | | | 2020 | 1,100,050 | – | 8,939,651 | 2,500,007 | 1,760,000 | 1,743 | 20,850 | 14,322,301 | | Kelly Mahon Tullier Vice Chair, Chief People and Administrative Officer | 2022 | 853,282 | – | 4,316,984 | 1,762,489 | 2,380,000 | 1,408 | 29,050 | 9,343,213 | | | 2021 | 779,535 | – | 4,119,771 | 1,262,494 | 1,980,000 | 1,245 | 38,267 | 8,181,312 | | | 2020 | 725,033 | – | 4,055,546 | 1,000,014 | 913,500 | 1,523 | 29,850 | 6,725,466 |
Summary Compensation Table for Fiscal Year 2022
Stock Awards
Summary Compensation Table for Fiscal Year 2022
| Represents restricted stock units and performance shares granted in each of fiscal years 2022, 2021, and 2020. The amounts represent the aggregate grant date fair value of the awards granted to each NEO computed in accordance with FASB ASC Topic 718.(1) |
Summary Compensation Table for Fiscal Year 2022
| The table below sets forth the details of the components that make up the fiscal year 2022 stock awards for our NEOs. 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 FASB ASC Topic 718, the value of the performance shares displayed in the table below, at their probable and maximum levels, is based on one-third of the full number of shares for which an EPS goal was established in fiscal year 2022 under the awards made on: (i) November 19, 2019, which vested on November 30, 2022, (ii) November 19, 2020, which are scheduled to vest on November 30, 2023 and (iii) November 19, 2021, which are scheduled to vest on November 30, 2024. The remaining portions of the awards granted in November 2020 and November 2021 will be linked to EPS goals for subsequent fiscal years and will be reported in the Summary Compensation Table for those fiscal years. |
Summary Compensation Table for Fiscal Year 2022
| | Components of Annual Stock Awards | | Additional Information | | | Restricted Stock Units Value ($) | Value of Performance Shares – Probable ($) | Value of Performance Shares – at Maximum ($) | | Alfred F. Kelly, Jr. | 5,324,999 | 9,457,649 | 18,915,298 | | Vasant Prabhu | 2,625,039 | 4,638,555 | 9,277,110 | | Ryan McInerney | 3,337,490 | 5,776,687 | 11,553,373 | | Rajat Taneja | 3,124,980 | 5,460,228 | 10,920,455 | | Kelly Mahon Tullier | 1,762,547 | 2,554,437 | 5,108,874 |
Summary Compensation Table for Fiscal Year 2022
Option Awards
Summary Compensation Table for Fiscal Year 2022
| Represents stock options granted in each of fiscal years 2022, 2021, and 2020. The amounts represent the aggregate grant date fair value of the awards granted to each NEO computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 17 – Share-based Compensation to our fiscal year 2022 audited consolidated financial statements, which are included in our Annual Report on Form 10-K. Stock options vest in three substantially equal annual installments beginning on the first anniversary of the date of grant.(2) |
Summary Compensation Table for Fiscal Year 2022
Non-Equity Incentive Plan Compensation
Summary Compensation Table for Fiscal Year 2022
| Amounts for fiscal year 2022 represent cash awards earned under the annual incentive plan and paid on November 15, 2022, based on performance against pre-established performance goals.(3) |
Summary Compensation Table for Fiscal Year 2022
Change in Pension Value and Non-qualified Deferred Compensation Earnings
Summary Compensation Table for Fiscal Year 2022
| Represents the aggregate positive change in the actuarial present value of accumulated benefits under all pension plans during fiscal year 2022. These amounts were determined using interest rate and mortality rate assumptions consistent with those used in Note 11 – Pension and Other Postretirement Benefits to our fiscal year 2022 audited consolidated financial statements, which are included in our Annual Report on Form 10-K. There are no above market or preferential earnings on non-qualified deferred compensation.(4) |
Summary Compensation Table for Fiscal Year 2022
All Other Compensation
Summary Compensation Table for Fiscal Year 2022
| Additional detail describing the “All Other Compensation” for fiscal year 2022 is included in the Executive Compensation – All Other Compensation in Fiscal Year 2022 Table below.(5) |
Grants of Plan-Based Awards in Fiscal Year 2022 Table
Grants of Plan-Based Awards in Fiscal Year 2022 Table The following table provides information about non-equity incentive awards and long-term equity-based incentive awards granted during fiscal year 2022 to each of our NEOs. Cash awards are made pursuant to the VIP and equity awards are made pursuant to the 2007 Equity Incentive Compensation Plan. There can be no assurance that the grant date fair value of the equity awards will be realized by our NEOs.
Grants of Plan-Based Awards in Fiscal Year 2022 Table
| | | | | 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 (#)(4) | All Other Option Awards: Number of Securities Underlying Options (#)(4)(5) | Exercise or Base Price of Option Awards ($/ Share)(5) | Grant Date Fair Value of Stock and Option Awards($)(6) | | Name | Award Type(1) | Grant Date | Approval Date | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Alfred F. Kelly, Jr. | VIP | | | 3,875,000 | 7,750,000 | | | | | | | | | | PS | 11/19/21(7) | 11/2/21 | | | 8,321 | 16,642 | 33,284 | | | | 2,937,479(10) | | | PS | 11/19/21(8) | 11/2/21 | | | 8,230 | 16,460 | 32,920 | | | | 2,927,576(10) | | | PS | 11/19/21(9) | 11/2/21 | | | 8,837 | 17,674 | 35,348 | | | | 3,592,594(10) | | | RSU | 11/19/21 | 11/2/21 | | | | | | 26,511 | | | 5,324,999 | | | Option | 11/19/21 | 11/2/21 | | | | | | | 123,387 | 200.86 | 5,325,013 | | Vasant Prabhu | VIP | | | 2,200,000 | 4,400,000 | | | | | | | | | | PS | 11/19/21(7) | 11/2/21 | | | 3,876 | 7,751 | 15,502 | | | | 1,368,129(10) | | | PS | 11/19/21(8) | 11/2/21 | | | 4,216 | 8,431 | 16,862 | | | | 1,499,538(10) | | | PS | 11/19/21(9) | 11/2/21 | | | 4,356 | 8,712 | 17,424 | | | | 1,770,888(10) | | | RSU | 11/19/21 | 11/2/21 | | | | | | 13,069 | | | 2,625,039 | | | Option | 11/19/21 | 11/2/21 | | | | | | | 60,824 | 200.86 | 2,624,981 | | Ryan McInerney | VIP | | | 2,200,000 | 4,400,000 | | | | | | | | | | PS | 11/19/21(7) | 11/2/21 | | | 4,788 | 9,575 | 19,150 | | | | 1,690,083(10) | | | PS | 11/19/21(8) | 11/2/21 | | | 5,159 | 10,317 | 20,634 | | | | 1,834,982(10) | | | PS | 11/19/21(9) | 11/2/21 | | | 5,539 | 11,077 | 22,154 | | | | 2,251,622(10) | | | RSU | 11/19/21 | 11/2/21 | | | | | | 16,616 | | | 3,337,490 | | | Option | 11/19/21 | 11/2/21 | | | | | | | 77,334 | 200.86 | 3,337,503 | | Rajat Taneja | VIP | | | 2,200,000 | 4,400,000 | | | | | | | | | | PS | 11/19/21(7) | 11/2/21 | | | 4,560 | 9,119 | 18,238 | | | | 1,609,595(10) | | | PS | 11/19/21(8) | 11/2/21 | | | 4,898 | 9,796 | 19,592 | | | | 1,742,317(10) | | | PS | 11/19/21(9) | 11/2/21 | | | 5,186 | 10,372 | 20,744 | | | | 2,108,316(10) | | | RSU | 11/19/21 | 11/2/21 | | | | | | 15,558 | | | 3,124,980 | | | Option | 11/19/21 | 11/2/21 | | | | | | | 72,410 | 200.86 | 3,124,998 | | Kelly Mahon Tullier | VIP | | | 1,487,500 | 2,975,000 | | | | | | | | | | PS | 11/19/21(7) | 11/2/21 | | | 1,825 | 3,649 | 7,298 | | | | 644,085(10) | | | PS | 11/19/21(8) | 11/2/21 | | | 2,028 | 4,055 | 8,110 | | | | 721,222(10) | | | PS | 11/19/21(9) | 11/2/21 | | | 2,925 | 5,850 | 11,700 | | | | 1,189,130(10) | | | RSU | 11/19/21 | 11/2/21 | | | | | | 8,775 | | | 1,762,547 | | | Option | 11/19/21 | 11/2/21 | | | | | | | 40,839 | 200.86 | 1,762,489 |
Grants of Plan-Based Awards in Fiscal Year 2022 Table
| “VIP” refers to cash awards made pursuant to the Visa Inc. Incentive Plan; “PS,” “RSU,” and “Option” refer to performance shares, restricted stock units, and stock options, respectively, granted under our 2007 Equity Incentive Compensation Plan.(1) |
Grants of Plan-Based Awards in Fiscal Year 2022 Table
| Represents the range of possible cash awards under the VIP. Actual awards are dependent on actual results measured against pre-established performance goals, as described under Compensation Discussion and Analysis – Fiscal Year 2022 Compensation – Annual Incentive Plan. There is no threshold level of performance for the VIP in fiscal year 2022. The amounts shown in the “maximum” column are 200% of the target amount, which is the maximum possible award. The actual amounts awarded to our NEOs under the annual incentive plan for fiscal year 2022 are included in the “Non-Equity Incentive Plan Compensation” column of the Executive Compensation – Summary Compensation Table for Fiscal Year 2022.(2) |
Grants of Plan-Based Awards in Fiscal Year 2022 Table
| Represents the range of possible awards of performance shares granted in fiscal year 2022. Awards are capped at the maximum of 200% and can be as low as zero.(3) |
Grants of Plan-Based Awards in Fiscal Year 2022 Table
| Equity awards made pursuant to the 2007 Equity Incentive Compensation Plan will vest according to their terms, but may be subject to earlier vesting in full or in part or continued vesting in the event of a termination of a grantee’s employment due to death, “disability,” “retirement,” or termination without “cause,” or a termination following a “change of control” of a grantee’s employment by us without “cause” or by the grantee for “good reason.” The terms disability, retirement, change of control, cause, and good reason are all defined in the applicable award agreement or the 2007 Equity Incentive Compensation Plan.(4) |
Grants of Plan-Based Awards in Fiscal Year 2022 Table
| The stock options approved by the Compensation Committee on November 2, 2021 were granted on November 19, 2021. The exercise price of these stock options was the fair market value of our Class A common stock on the date of grant. The stock options vest in three substantially equal installments beginning on the first anniversary of the date of grant and expire ten years from the date of grant.(5) |
Grants of Plan-Based Awards in Fiscal Year 2022 Table
| Amounts are not an actual dollar amount received by our NEOs in fiscal year 2022, but instead represent the aggregate grant date fair value of the equity awards calculated in accordance with FASB ASC Topic 718. The aggregate grant date fair value calculation for the performance shares is discussed in more detail in footnote 10 below.(6) |
Grants of Plan-Based Awards in Fiscal Year 2022 Table
| Consistent with the requirements of FASB ASC Topic 718, the amount represents the third of three portions of the performance share award made on November 19, 2019 for which the grant date fair value was established on November 19, 2021. The shares earned from this award vested on November 30, 2022.(7) |
Grants of Plan-Based Awards in Fiscal Year 2022 Table
| Consistent with the requirements of FASB ASC Topic 718, the amount represents the second third of the performance share award made on November 19, 2020 for which the grant date fair value was established on November 19, 2021. The shares earned from this award are scheduled to vest on November 30, 2023.(8) |
Grants of Plan-Based Awards in Fiscal Year 2022 Table
| Consistent with the requirements of FASB ASC Topic 718, the amount represents the first third of the performance share award made on November 19, 2021 for which the grant date fair value was established on November 19, 2021. The shares earned from this award are scheduled to vest on November 30, 2024.(9) |
Grants of Plan-Based Awards in Fiscal Year 2022 Table
| Represents the value of performance shares based on the probable outcome as of the date of grant. In accordance with FASB ASC Topic 718, this result is based on (i) achieving the target level of EPS; and (ii) a relative TSR result modeled using a Monte Carlo simulation.(10) |
Outstanding Equity Awards at 2022 Fiscal Year-End Table
Outstanding Equity Awards at 2022 Fiscal Year-End Table The following table presents information with respect to equity awards made to each of our NEOs that were outstanding on September 30, 2022.
Outstanding Equity Awards at 2022 Fiscal Year-End Table
| | | | Option Awards | | | | Stock Awards | | | | | Name | Award Type(1) | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#)(2) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(3) | Market Value of Shares or Units of Stock That Have Not Vested ($)(4) | Equity Incentive Plan Awards: Number of Unearned Shares or Units of Stock That Have Not Vested (#)(5) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares or Units of Stock That Have Not Vested ($)(4) | | Alfred F. Kelly, Jr. | PS | Various(6) | | | | | | | 201,040 | 35,714,756 | | | RSU | 11/19/2021 | | | | | 26,511 | 4,709,679 | | | | | RSU | 11/19/2020 | | | | | 16,460 | 2,924,119 | | | | | RSU | 11/19/2019 | | | | | 8,321 | 1,478,226 | | | | | Option | 11/19/2021 | – | 123,387 | 200.8600 | 11/19/2031 | | | | | | | Option | 11/19/2020 | 43,235 | 86,472 | 207.5700 | 11/19/2030 | | | | | | | Option | 11/19/2019 | 103,914 | 51,957 | 182.7700 | 11/19/2029 | | | | | | | Option | 11/19/2018 | 166,589 | – | 134.7600 | 11/19/2028 | | | | | | | Option | 11/19/2017 | 123,728 | – | 109.8200 | 11/19/2027 | | | | | | | Option | 11/19/2016 | 77,904 | – | 80.8200 | 11/19/2026 | | | | | | Vasant Prabhu | PS | Various(6) | | | | | | | 97,654 | 17,348,233 | | | RSU | 11/19/2021 | | | | | 13,069 | 2,321,708 | | | | | RSU | 11/19/2020 | | | | | 8,431 | 1,497,767 | | | | | RSU | 11/19/2019 | | | | | 3,876 | 688,571 | | | | | Option | 11/19/2021 | – | 60,824 | 200.8600 | 11/19/2031 | | | | | | | Option | 11/19/2020 | 22,145 | 44,290 | 207.5700 | 11/19/2030 | | | | | | | Option | 11/19/2019 | 48,398 | 24,199 | 182.7700 | 11/19/2029 | | | | | | | Option | 11/19/2018 | 62,773 | – | 134.7600 | 11/19/2028 | | | | | | | Option | 11/19/2017 | 111,844 | – | 109.8200 | 11/19/2027 | | | | | | | Option | 11/19/2016 | 99,852 | – | 80.8200 | 11/19/2026 | | | | | | | Option | 11/19/2015 | 53,343 | – | 80.1500 | 11/19/2025 | | | | | | Ryan McInerney | PS | Various(6) | | | | | | | 120,872 | 21,472,911 | | | RSU | 11/19/2021 | | | | | 16,616 | 2,951,832 | | | | | RSU | 11/19/2020 | | | | | 10,318 | 1,832,993 | | | | | RSU | 11/19/2019 | | | | | 4,788 | 850,588 | | | | | Option | 11/19/2021 | – | 77,334 | 200.8600 | 11/19/2031 | | | | | | | Option | 11/19/2020 | 27,101 | 54,203 | 207.5700 | 11/19/2030 | | | | | | | Option | 11/19/2019 | 59,786 | 29,893 | 182.7700 | 11/19/2029 | | | | | | | Option | 11/19/2018 | 70,499 | – | 134.7600 | 11/19/2028 | | | | | | | Option | 11/19/2017 | 125,825 | – | 109.8200 | 11/19/2027 | | | | | | | Option | 11/19/2016 | 103,450 | – | 80.8200 | 11/19/2026 | | | | | | | Option | 11/19/2015 | 97,850 | – | 80.1500 | 11/19/2025 | | | | | | | Option | 11/19/2014 | 58,197 | – | 62.4650 | 11/19/2024 | | | | |
Outstanding Equity Awards at 2022 Fiscal Year-End Table
| | | | Option Awards | | | | Stock Awards | | | | | Name | Award Type(1) | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#)(2) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(3) | Market Value of Shares or Units of Stock That Have Not Vested ($)(4) | Equity Incentive Plan Awards: Number of Unearned Shares or Units of Stock That Have Not Vested (#)(5) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares or Units of Stock That Have Not Vested ($)(4) | | Rajat Taneja | PS | Various(6) | | | | | | | 114,642 | 20,366,151 | | | RSU | 11/19/2021 | | | | | 15,558 | 2,763,879 | | | | | RSU | 11/19/2020 | | | | | 9,796 | 1,740,259 | | | | | RSU | 11/19/2019 | | | | | 4,560 | 810,084 | | | | | Option | 11/19/2021 | – | 72,410 | 200.8600 | 11/19/2031 | | | | | | | Option | 11/19/2020 | 25,730 | 51,461 | 207.5700 | 11/19/2030 | | | | | | | Option | 11/19/2019 | 56,939 | 28,470 | 182.7700 | 11/19/2029 | | | | | | | Option | 11/19/2018 | 66,153 | – | 134.7600 | 11/19/2028 | | | | | | | Option | 11/19/2017 | 118,835 | – | 109.8200 | 11/19/2027 | | | | | | | Option | 11/19/2016 | 111,546 | – | 80.8200 | 11/19/2026 | | | | | | | Option | 2/4/2014 | 71,721 | – | 53.6350 | 2/4/2024 | | | | | | Kelly Mahon Tullier | PS | Various(6) | | | | | | | 49,806 | 8,848,036 | | | RSU | 11/19/2021 | | | | | 8,775 | 1,558,879 | | | | | RSU | 11/19/2020 | | | | | 4,055 | 720,371 | | | | | RSU | 11/19/2019 | | | | | 1,824 | 324,034 | | | | | Option | 11/19/2021 | – | 40,839 | 200.8600 | 11/19/2031 | | | | | | | Option | 11/19/2020 | 10,650 | 21,302 | 207.5700 | 11/19/2030 | | | | | | | Option | 11/19/2019 | 22,776 | 11,388 | 182.7700 | 11/19/2029 | | | | | | | Option | 11/19/2018 | 36,698 | – | 134.7600 | 11/19/2028 | | | | | | | Option | 11/19/2017 | 55,922 | – | 109.8200 | 11/19/2027 | | | | | | | Option | 11/19/2016 | 55,413 | – | 80.8200 | 11/19/2026 | | | | |
Outstanding Equity Awards at 2022 Fiscal Year-End Table
| “PS,” “RSU,” and “Option” refer to performance shares, restricted stock units, and stock options, respectively, granted under our 2007 Equity Incentive Compensation Plan.(1) |
Outstanding Equity Awards at 2022 Fiscal Year-End Table
| Stock options vest in three substantially equal annual installments beginning on the first anniversary of the date of grant and expire ten years from the date of grant.(2) |
Outstanding Equity Awards at 2022 Fiscal Year-End Table
| Restricted stock units vest annually in three substantially equal installments beginning on the first anniversary of the date of grant.(3) |
Outstanding Equity Awards at 2022 Fiscal Year-End Table
| The value shown is based on the September 30, 2022 per share closing price of our Class A common stock of $177.65.(4) |
Outstanding Equity Awards at 2022 Fiscal Year-End Table
| Represents unearned shares under the performance share awards made on November 19, 2019, November 19, 2020, and November 19, 2021. Based on guidance provided by the SEC, the maximum potential number of shares for each award has been assumed based on the next higher performance measure that exceeds the completed fiscal years over which the performance is measured. The amounts shown for the performance shares awarded on November 19, 2019 include the full award for which the performance period ended on September 30, 2022. Following the fiscal year-end, the actual shares earned from this award were determined to be 113.3% of target. The amounts shown for the performance shares awarded on November 19, 2020 include only shares equal to the two-thirds of the award for which an EPS target has been established. The amounts shown for the performance shares awarded on November 19, 2021 include only shares equal to the one-third of the award for which an EPS target has been established. The table below provides additional detail.(5) |
Outstanding Equity Awards at 2022 Fiscal Year-End Table
| The following table provides additional information as to the number of shares reported for performance shares as of September 30, 2022 in the Executive Compensation – Outstanding Equity Awards at 2022 Fiscal Year-End Table.(6) |
Outstanding Equity Awards at 2022 Fiscal Year-End Table
| | Date when the Number of Performance Shares was Established | Date when Conditions for Grant were Established | | | | | Vest Date | | | | November 19, 2019 | November 19, 2020 | November 19, 2021 | To be Established in Fiscal Year 2023 | To be Established in Fiscal Year 2024 | | | Alfred F. Kelly, Jr. | 11/19/2019(a) | 33,284 | 33,284 | 33,284 | | | 11/30/2022 | | | 11/19/2020(b) | | 32,920 | 32,920 | 32,922 | | 11/30/2023 | | | 11/19/2021(b) | | | 35,348 | 35,348 | 35,348 | 11/30/2024 | | | Total | | 201,040 | | | | | | Vasant Prabhu | 11/19/2019(a) | 15,502 | 15,502 | 15,502 | | | 11/30/2022 | | | 11/19/2020(b) | | 16,862 | 16,862 | 16,862 | | 11/30/2023 | | | 11/19/2021(b) | | | 17,424 | 17,424 | 17,428 | 11/30/2024 | | | Total | | 97,654 | | | | | | Ryan McInerney | 11/19/2019(a) | 19,150 | 19,150 | 19,150 | | | 11/30/2022 | | | 11/19/2020(b) | | 20,634 | 20,634 | 20,638 | | 11/30/2023 | | | 11/19/2021(b) | | | 22,154 | 22,154 | 22,156 | 11/30/2024 | | | Total | | 120,872 | | | | | | Rajat Taneja | 11/19/2019(a) | 18,238 | 18,238 | 18,238 | | | 11/30/2022 | | | 11/19/2020(b) | | 19,592 | 19,592 | 19,592 | | 11/30/2023 | | | 11/19/2021(b) | | | 20,744 | 20,744 | 20,744 | 11/30/2024 | | | Total | | 114,642 | | | | | | Kelly Mahon Tullier | 11/19/2019(a) | 7,294 | 7,294 | 7,298 | | | 11/30/2022 | | | 11/19/2020(b) | | 8,110 | 8,110 | 8,110 | | 11/30/2023 | | | 11/19/2021(b) | | | 11,700 | 11,700 | 11,700 | 11/30/2024 | | | Total | | 49,806 | | | | |
Outstanding Equity Awards at 2022 Fiscal Year-End Table
| Displayed at maximum possible award (200% of target); following the completion of the performance period, the final result was determined to be 113.3% of target.(a) |
Outstanding Equity Awards at 2022 Fiscal Year-End Table
| Displayed at the maximum number of performance shares subject to the award (200% of target).(b) |
Option Exercises and Stock Vested Table for Fiscal Year 2022
Option Exercises and Stock Vested Table for Fiscal Year 2022 The following table provides additional information about the value realized by our NEOs on stock option award exercises, restricted stock units vesting, and performance shares vesting during the fiscal year ended September 30, 2022.
Option Exercises and Stock Vested Table for Fiscal Year 2022
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Alfred F. Kelly, Jr. | 72,000 | 8,154,600 | 97,685 | 19,121,398 | | Vasant Prabhu | – | – | 38,664 | 7,577,790 | | Ryan McInerney | 64,173 | 10,620,043 | 44,282 | 8,683,052 | | Rajat Taneja | – | – | 41,676 | 8,172,642 | | Kelly Mahon Tullier | – | – | 21,724 | 4,253,425 |
Option Exercises and Stock Vested Table for Fiscal Year 2022
| Amounts reflect the aggregate market value of Class A common stock on the day on which the restricted stock units or performance shares vested.(1) |
Pension Benefits Table for Fiscal Year 2022
Pension Benefits Table for Fiscal Year 2022 The following table shows the present value of accumulated benefits payable to our NEOs and the number of years of service credited to each executive under the Visa Retirement Plan and the Visa Excess Retirement Benefit Plan. The value of the benefits is determined using interest rate and mortality rate assumptions consistent with those used in the Company’s fiscal year 2022 audited consolidated financial statements.
Pension Benefits Table for Fiscal Year 2022
| Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | Vasant Prabhu | Visa Retirement Plan | 0.8 | 37,142 | – | | Ryan McInerney | Visa Retirement Plan | 2.5 | 101,165 | – | | | Visa Excess Retirement Benefit Plan | 2.5 | – | – | | Rajat Taneja | Visa Retirement Plan | 2.1 | 53,895 | – | | | Visa Excess Retirement Benefit Plan | 2.1 | – | – | | Kelly Mahon Tullier | Visa Retirement Plan | 1.5 | 47,201 | – | | | Visa Excess Retirement Benefit Plan | 1.5 | – | – |
Pension Benefits Table for Fiscal Year 2022
Employer credits under the Visa Retirement Plan were discontinued effective December 31, 2015. Benefit accruals under the Visa Excess Retirement Benefit Plan were discontinued effective February 1, 2014. Each of the executives except Mr. Kelly is fully vested under the Visa Retirement Plan. Mr. Kelly is not an eligible participant in the Visa Retirement Plan or the Visa Excess Retirement Benefit Plan.
Visa Retirement Plan
Visa Retirement Plan Under the Visa Retirement Plan, certain U.S.-based employees, including our NEOs, other than Mr. Kelly, generally earn the right to receive certain benefits:
Visa Retirement Plan
| • | upon retirement at the normal retirement age of 65; |
Visa Retirement Plan
| • | upon early retirement at or after age 55 (or at or after age 50 if hired prior to October 1, 2002) and having completed at least ten years of service with us; or |
Visa Retirement Plan
| • | upon an earlier termination of employment, but solely if the employee is vested at that time. |
Visa Retirement Plan
Prior to January 1, 2011, retirement benefits were calculated as the product of 1.25% times the employee’s years of service multiplied by the employee’s monthly final average earnings for the last 60 consecutive months before retirement (or, for employees hired prior to October 1, 2002, the product of 46.25% times the employee’s years of service divided by 25 years, multiplied by the employee’s monthly final average earnings for the 36 highest consecutive months in the last 60 months before retirement). Eligible earnings include salary, overtime, shift differentials, special and merit awards, and short-term cash incentive awards. If an employee retires early, that is, between the ages of 55 and 64 (or between the ages of 50 and 61 if hired prior to October 1, 2002), and has completed at least ten years of service with the Company, the amount of that employee’s benefits is reduced for each complete year that the employee begins receiving early retirement benefits before the age of 65 (or before the age of 62 if hired prior to October 1, 2002). If an employee retires prior to becoming eligible for early or normal retirement, the amount of his or her benefits is actuarially reduced and is generally not as large as if the employee had continued employment until his or her early or normal retirement date. The Visa Retirement Plan began transitioning to cash balance benefits effective January 1, 2008 and completed the transition effective January 1, 2011. The change to a cash balance benefit formula took effect immediately for employees hired or rehired after December 31, 2007. However, for employees hired before January 1, 2008 (and not rehired thereafter), the applicable Visa Retirement Plan benefit formula described above was grandfathered for a three-year period, and grandfathered employees continued to accrue benefits under that benefit formula. Their accrued benefits at December 31, 2010 (the last day of the grandfathered period) or the date they terminated employment, if earlier, were preserved. Because we completed the conversion to a cash balance plan formula beginning on January 1, 2011, all benefit accruals from that date until December 31, 2015 were under the cash balance benefit formula. Prior to January 1, 2016, under the cash balance plan formula, 6% of an employee’s eligible monthly pay was credited each month to the employee’s notional cash balance account, along with interest each month on the account balance at an annualized rate equal to the 30-year U.S. Treasury Bond average annual interest rate for November of the previous calendar year. The employer-provided credits described above ceased after December 31, 2015 and the Visa Retirement Plan had no new participants after that date. Interest credits continue to be provided on balances existing at the time of this freeze. Accrued benefits under the Visa Retirement Plan become fully vested and nonforfeitable after three years of service.
Non-qualified Deferred Compensation for Fiscal Year 2022
Non-qualified Deferred Compensation for Fiscal Year 2022
Potential Payments upon Termination or Change of Control
Potential Payments upon Termination or Change of Control
CEO PAY RATIO
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 of the Securities Act of 1933, as amended. For our last completed fiscal year ended September 30, 2022, the ratio of the median of the annual total compensation of our employees, excluding our CEO, to the annual total compensation of our CEO is set forth in the table below:
CEO PAY RATIO
| Annual total compensation of our CEO (A) | $28,103,602 | | Annual total compensation of the employee with the median compensation of our employees (excluding our CEO) (B) | $152,395 | | Ratio of (A) to (B) | 184:1 |
CEO PAY RATIO
To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of the median employee, the methodology and the material assumptions, adjustments, and estimates used were as follows (which may differ from those used, and may therefore not be comparable to ratios reported by, other companies): Median Employee As we disclosed in our 2021 proxy statement, we identified our median employee from our worldwide employee population, including both part-time and full-time employees other than our CEO, as of September 30, 2021. Given the worldwide geographical distribution of our employee population, we use a variety of pay elements to structure the compensation arrangements of our employees. A significant number of our employees around the world participate in our annual cash bonus and equity incentive award plans. Consequently, to identify the median employee, we selected base salary or wages plus overtime pay, annual cash bonus plan payments, and equity award grant values as the most appropriate measure of compensation. We measured compensation for our employees using the 12-month fiscal period ending September 30, 2021. We selected September 30, 2021 as our measurement date, which was the last day of our 2021 fiscal year, because it provided the most accurate information regarding compensation for such fiscal year. In making this determination, we did not make any cost-of-living adjustments. Although there were no changes in our employee population or our employee compensation arrangements that we believe would significantly impact our pay ratio disclosure, a significant change in the circumstances of the median employee identified in 2021 occurred. As a result, for 2022, we selected a new median employee whose compensation was substantially similar to the median employee used for 2021 based on the same compensation measure we used to select the 2021 median employee. Annual Total Compensation To determine the annual total compensation of the median employee, we identified and calculated the elements of the employee’s compensation for 2022 in accordance with the requirements of Item 402I(2)(x) of Regulation S-K. For our CEO, we used the amount reported in the “Total” column of our Executive Compensation – Summary Compensation Table for Fiscal Year 2022 included in this proxy statement.