DEF 14A of Visa Inc., Dec 7, 2023

DEF 14A of Visa Inc.

Filed Dec 7, 2023 · FY20230001193125-23-290295

Open on EDGAR

  1. Snapshot of 2024 Director Nominees

    Snapshot of 2024 Director Nominees

  2. Our director nominees exhibit an effective mix of diversity, experience, and perspectives

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

  3. Our director nominees exhibit an effective mix of diversity, experience, and perspectives

    | Average Tenure 4.9 YRS | Total Diversity 73% |

  4. 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, Chairman & CEO, Carney Global Ventures, LLC | ✓ | | | | ● | 2 | | | Kermit R. Crawford | 2022 | Director | ✓ | ● | | | ● | 2 | | | Francisco Javier Fernández-Carbajal | 2007 | Director General, Servicios Administrativos Contry SA de CV | ✓ | | ● | ● | | 2 | | | Ramon Laguarta | 2019 | Chairman and CEO, PepsiCo, Inc. | ✓ | | | ● | ● | 1 | | | Teri L. List | 2022 | Director | ✓ | ● | ● | | | 3 | | | John F. Lundgren | 2017 | Lead Independent Director(1), Visa | ✓ | | ● | | | 1 | | | Ryan McInerney | 2023 | CEO, Visa | – | | | | | – | | | Denise M. Morrison | 2018 | Founder, Denise Morrison & Associates, LLC | ✓ | ● | | | | 2 | | | Pamela Murphy | 2023 | CEO, Imperva, Inc. | ✓ | | | ● | ● | 1 | | | Linda J. Rendle | 2020 | CEO, The Clorox Company | ✓ | | | ● | ● | 1 | | | Maynard G. Webb, Jr. | 2014 | Founder, Webb Investment Network | ✓ | | ● | | | 1 |

  5. 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 |

  6. Our director nominees exhibit an effective mix of diversity, experience, and perspectives

    | (1) Mr. Lundgren has been elected to serve as Board Chair, effective January 23, 2024, subject to his re-election to the Board at the Annual Meeting. |

  7. Our director nominees exhibit an effective mix of diversity, experience, and perspectives

    | 2024 Proxy Statement | 3 |

  8. Key Elements of our Fiscal Year 2023 Compensation Program

    | Compensation Mix | Long-Term Equity Incentive |

  9. Board’s Role In Long-Term Strategic Planning

    Board’s Role In Long-Term Strategic Planning The Board takes an active role with management to formulate and review Visa’s long-term corporate strategy. Each quarter, the Board and management confer on the execution of our long-term strategic plans, and the status of key initiatives, opportunities, and risks facing Visa. In addition, the Board regularly conducts in-depth long-term strategic reviews with our senior management team. During these reviews, the Board and management discuss the payments landscape, emerging technological and competitive opportunities and threats, and short- and long-term plans and priorities within our strategy. Additionally, the Board annually discusses and approves budget and capital requests, which are firmly linked to Visa’s long-term strategic plans and priorities. Through these processes, the Board brings its collective, independent judgment to bear on the most critical long-term strategic issues facing Visa. For more information on our long-term strategy and the progress we made against our strategic goals in fiscal year 2023, please see our 2023 Annual Report, including the letter from our Chief Executive Officer, Ryan McInerney, to our stockholders.

  10. Board of Directors

    Board of Directors

  11. 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. |

  12. Board of Directors

    | | | | | | Audit and Risk Committee | Compensation Committee | Finance Committee | Nominating and Corporate Governance 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 | 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. | Oversees risks related to mergers and acquisitions and certain financial matters, including: • capital investments; • debt; • credit and liquidity; and • capital structure | 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 | | In addition, each of the committees meets in executive session with management to discuss our risks and exposures. For example, in 2023, the Audit and Risk Committee met regularly with our Chief Risk Officer; General Counsel; Chief Ethics and Compliance Officer; Chief Financial Officer; Chief Auditor; and other members of senior management. | | | |

  13. Key Activities in 2023

    | • | Reviewed and recommended to the independent members of the Board the form and amount of compensation of our non-employee directors; |

  14. Key Activities in 2023

    | • | Selected an appropriate peer group for executive pay and performance comparisons; |

  15. Key Activities in 2023

    | • | Reviewed new pay versus performance disclosure requirements; |

  16. Key Activities in 2023

    | • | Reviewed the treatment of equity awards upon an employee’s death, disability, or retirement and approved amendments to outstanding stock options and performance shares for all participants; |

  17. Key Activities in 2023

    | • | Adopted a cash severance policy for Section 16 officers. |

  18. Risk Assessment of Compensation Programs

    | | | | | A Balanced Mix of Compensation Elements | Multiple Performance Factors | Long-Term Incentives | | • The compensation mix for our executive officers consists of salary, annual cash incentives, and long-term equity incentives, with a significant portion in equity awards that drive long-term performance. | • Our incentive compensation plans use multiple pre-established performance goals, which encourage the achievement of objectives for the overall benefit of the Company and its stakeholders. | • Our long-term incentives are equity-based and have a regular three-year vesting schedule to complement our annual cash-based incentives. • 50% of our annual equity award value is subject to performance conditions over a three-year period. |

  19. Risk Assessment of Compensation Programs

    | | | | | Capped Incentive Awards | Stock Ownership Guidelines | Recoupment Policies | | • Annual incentive awards and performance share awards are capped at 200% of target for executive officers. | • Our guidelines call for significant stock ownership, which aligns the interests of our executive officers with the long-term interests of our stakeholders. | • In addition to mandatory recovery of certain incentive compensation paid to executive officers in the event of a material restatement, as required by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act), our Clawback Policy authorizes the Board to recover other incentive compensation paid to all current and former Executive Committee members and Section 16 officers, including time-based restricted stock units and stock options, in the event of a material restatement of the Company’s financial results due to fraud, intentional misconduct, or gross negligence of the individual. • Our equity award agreements also provide for forfeiture of equity-based awards in the event of specified detrimental activity in the absence of a restatement. |

  20. 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 Executive Chairman, and Mr. McInerney, our Chief Executive Officer, do not receive additional compensation for their service as directors. 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 2022, the Compensation Committee undertook its annual review of non-employee director compensation for fiscal year 2023, 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 based on peer group data, the Compensation Committee recommended that the Board approve an increase in the grant date value of the annual equity award 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. This increase to the equity grant date value improved the overall positioning within the peer group and balanced the mix between cash and equity compensation. 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 determined in consultation with the independent compensation consultant based on peer group data and to reflect the time commitment and contributions expected of the positions.

  21. Highlights of our Non-Employee Director Compensation Program

    Highlights of our Non-Employee Director Compensation Program

  22. Highlights of our Non-Employee Director Compensation Program

    | 32 | |

  23. 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 24, 2023, the date of our 2023 Annual Meeting of Stockholders, each non-employee director received a restricted stock unit grant determined by dividing $235,000 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 non-employee 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 non-employee 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, Mr. Crawford, who was appointed to the Board on October 7, 2022, received a restricted stock unit grant determined by dividing $75,000 by the per share closing price of our Class A common stock on October 15, 2022, rounded to the nearest whole share, and Ms. Murphy, who was appointed to the Board on April 10, 2023, received a restricted stock unit grant determined by dividing $195,833 by the per share closing price of our Class A common stock on May 15, 2023, rounded to the nearest whole share. Ms. Cranston and Mr. Matschullat, who did not stand for re-election at the 2023 Annual Meeting of Stockholders and both joined the Board prior to November 2017, each received a restricted stock unit grant determined by dividing $235,000 (representing the entire grant date 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 24, 2023, 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.

  24. Equity Compensation

    | 2024 Proxy Statement | 33 |

  25. Director Compensation Table for Fiscal Year 2023

    Director Compensation Table for Fiscal Year 2023 The following tables provide information on the total compensation earned by each of our non-employee directors who served during fiscal year 2023.

  26. Director Compensation Table for Fiscal Year 2023

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Lloyd A. Carney | 167,500 | 235,085 | 20,000 | 422,585 | | Mary B. Cranston(5) | 72,500 | 235,085 | — | 307,585 | | Kermit R. Crawford(4) | 108,750 | 310,141 | 5,000 | 423,891 | | Francisco Javier Fernández-Carbajal | 145,000 | 235,085 | — | 380,085 | | Ramon Laguarta | 145,000 | 235,085 | — | 380,085 | | Teri L. List | 145,000 | 235,085 | 30,000 | 410,085 | | John F. Lundgren | 240,000 | 235,085 | 5,000 | 480,085 | | Robert W. Matschullat(5) | 87,500 | 235,085 | 15,000 | 337,585 | | Denise M. Morrison | 170,000 | 235,085 | 5,000 | 410,085 | | Pamela Murphy(4) | 36,250 | 195,793 | — | 232,043 | | Linda J. Rendle | 145,000 | 235,085 | 20,000 | 400,085 | | Maynard G. Webb, Jr. | 170,000 | 235,085 | 5,000 | 410,085 |

  27. Director Compensation Table for Fiscal Year 2023

    | (1) 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. |

  28. Director Compensation Table for Fiscal Year 2023

    | (2) Represents the aggregate grant date fair value of the awards granted to each director computed in accordance with stock-based accounting rules (Financial Standards Accounting Board (FASB) ASC Topic 718). Assumptions used in the calculation of these amounts are included in Note 17 – Share-based Compensation to our fiscal year 2023 audited consolidated financial statements, which are included in our Annual Report on Form 10-K filed with the SEC on November 15, 2023. |

  29. Director Compensation Table for Fiscal Year 2023

    | (3) Amounts include the matching contributions Visa Foundation made on behalf of the following directors for fiscal year 2023 pursuant to the Board Charitable Matching Gift Program: $25,000 for Ms. List and $15,000 for each of Mr. Carney, Mr. Matschullat, and Ms. Rendle. For Ms. List, the amount shown exceeds $15,000 because a portion corresponds to match requests submitted in calendar year 2022. The amounts also include the $5,000 matching contributions Visa made on behalf of each of the following directors for fiscal year 2023 pursuant to its PAC Charitable Matching Program: Mr. Carney, Mr. Crawford, Ms. List, Mr. Lundgren, Ms. Morrison, Ms. Rendle, and Mr. Webb. |

  30. Director Compensation Table for Fiscal Year 2023

    | (4) As described under Compensation of Non-Employee Directors – Equity Compensation above, Mr. Crawford and Ms. Murphy each received an additional prorated stock award in the form of fully-vested restricted stock units for their initial partial year of service as a director for the period from their appointment to the Board on October 7, 2022 and April 10, 2023, respectively, through January 24, 2023 and January 23, 2024, respectively. |

  31. Director Compensation Table for Fiscal Year 2023

    | 34 | |

  32. Director Compensation Table for Fiscal Year 2023

    | (5) Ms. Cranston and Mr. Matschullat, each of whom joined the Board prior to November 2017, did not stand for re-election at the 2023 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. |

  33. Fiscal Year 2024 Director Compensation

    Fiscal Year 2024 Director Compensation Pursuant to the annual compensation review process described above, in July 2023 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 $235,000 to $260,000 for grants made on or after the date of the 2024 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 $90,000 to $100,000 and an increase in the annual cash retainer for the chair of the Nominating and Corporate Governance Committee from $20,000 to $25,000, each effective October 1, 2023. The increase in the annual cash retainers and the grant date value of the annual non-employee director equity awards was based on peer group data and determined in consultation with the independent compensation consultant to reflect the time commitment and contributions expected of the positions.

  34. Fiscal Year 2024 Director Compensation

    | 2024 Proxy Statement | 35 |

  35. Proposal 1 – Election of Directors

    Proposal 1 – Election of Directors Our Board currently consists of twelve directors. Eleven directors are nominated for election at our Annual Meeting, including ten independent directors and our Chief Executive Officer. The size of the Board is being decreased to eleven directors as of the election of directors at the Annual Meeting. Each director is elected to serve a one-year term, with all directors subject to annual election. Mr. Kelly announced in October 2023 that he would not stand for re-election at the Annual Meeting. The Board thanks him for his ten years of dedicated service to Visa. At the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated the following eleven persons to serve as directors for the term beginning at the Annual Meeting on January 23, 2024: Lloyd A. Carney, Kermit R. Crawford, Francisco Javier Fernández-Carbajal, Ramon Laguarta, Teri L. List, John F. Lundgren, Ryan McInerney, Denise M. Morrison, Pamela Murphy, Linda J. Rendle, and Maynard G. Webb, Jr. Ms. Murphy, who joined the Board in 2023, was recommended by a global search firm. She was nominated by the Nominating and Corporate Governance Committee after an extensive and careful search was conducted by this search firm, and numerous candidates were considered. The primary functions served by the search firm included identifying potential candidates who meet the key attributes, experience, and skills described under 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.

  36. Proposal 1 – Election of Directors

    | 36 | |

  37. Summary of Director Qualifications and Background

    Summary of Director Qualifications and Background

  38. Summary of Director Qualifications and Background

    | Qualifications + Background | | | | | | | | | | | | | | | Payments | | | ● | | | | ● | | | | ● | | | Technology | ● | | | | | | ● | | ● | | ● | | | Senior Leadership | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | | Public Company Boards | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | | Financial | ● | ● | ● | ● | ● | ● | | ● | ● | ● | ● | | | Global Markets | ● | | ● | ● | ● | ● | ● | ● | ● | ● | ● | | | Marketing | Brand | | ● | | | | ● | ● | ● | | ● | ● | | | Risk | ● | ● | ● | | ● | ● | ● | ● | ● | ● | | | | Government/Geo-Political | ● | | ● | | | | ● | | | | | | | E-Commerce/Mobile | | | | | ● | | ● | ● | | ● | ● | | | Gender Diversity | | | | | ● | | | ● | ● | ● | | | | African-American / Black | ● | ● | | | | | | | | | | | | Latino / Spanish Heritage | | | ● | ● | | | | | | | | | | Years on Board | 8 | 1 | 16 | 4 | 1 | 6 | <1 | 5 | <1 | 3 | 10 |

  39. Summary of Director Qualifications and Background

    | Average Tenure 4.9 YRS | Total Diversity 73% |

  40. Summary of Director Qualifications and Background

    | 2024 Proxy Statement | 37 |

  41. 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 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.

  42. Director Nominee Biographies

    | Lloyd A. Carney Age: 61 Independent Director Since: June 2015 Board Committees: Audit and Risk Committee; Nominating and Corporate Governance 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) 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 publicly-traded and private companies, he has experience with corporate governance, financial reporting and controls, risk management, and business strategy and operations | Career Highlights: • Ambassador/Special Investment Envoy for Technology, Jamaica since May 2023 • Chancellor, University of Technology, a public university in Jamaica, since August 2022 • 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, Honorary PhD from the Wentworth Institute of Technology, Honorary PhD in engineering from the University of Technology, Kingston, Jamaica, and M.S. degree in Applied Business Management from Lesley College | | Kermit R. Crawford Age: 64 Independent Director Since: October 2022 Board Committees: Audit and Risk Committee; Nominating and Corporate Governance Committee | Public Company Directorships: (current) C.H. Robinson Worldwide, Inc.; The Allstate Corporation; Visa Inc. (prior) TransUnion 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 | 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 |

  43. Director Nominee Biographies

    | 38 | |

  44. Director Nominee Biographies

    | Francisco Javier Fernández- Carbajal Age: 68 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.; Visa Inc. (prior) Fomento Economico Mexicano, S.A.B. de C.V.; 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. 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 | 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 | | Ramon Laguarta Age: 60 Independent Director Since: November 2019 Board Committees: Finance Committee; Nominating and Corporate Governance Committee | Public Company Directorships: (current) PepsiCo, Inc.; Visa Inc. (prior) none 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 | 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 |

  45. Director Nominee Biographies

    | 2024 Proxy Statement | 39 |

  46. Director Nominee Biographies

    | Teri L. List Age: 60 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. 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 | 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 | | John F. Lundgren Age: 72 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. 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 • As Visa’s Lead Independent Director, he has developed strong working relationships with his fellow directors and gained their respect and trust, demonstrating strong leadership and effective functioning of the Board. | 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 |

  47. Director Nominee Biographies

    | 40 | |

  48. Director Nominee Biographies

    | Ryan McInerney Age: 48 Director Since: February 2023 Board Committees: None | Public Company Directorships: (current) Visa Inc. (prior) none Specific Qualifications, Experience, Attributes, and Skills: • As Visa’s Chief Executive Officer, and previously as President, he brings significant senior leadership and direct knowledge and experience in the Company’s culture, business development, strategy, growth, and long-term success • A seasoned industry veteran with deep expertise in payments, global financial services, and mobile technology • Gained extensive consumer and mobile banking service experience from serving in various senior management roles, including as Chief Executive Officer and COO of divisions of a global financial services firm | Career Highlights: • Chief Executive Officer, Visa Inc. since February 2023; President May 2013 to January 2023 • Senior positions at JPMorgan Chase, a global financial services firm from 2005 to 2013, including Chief Executive Officer of Consumer Banking from 2010 to 2013; Chief Operating Officer for Home Lending from 2009 to 2010; Chief Risk Officer for Consumer Businesses from 2008 to 2009; and Head of Product and Marketing for Consumer Banking from 2005 to 2008 • Former Principal at McKinsey & Company, a global management consulting firm, in the firm’s retail banking and payments practices from 1997 to 2005 • Bachelor’s degree in Finance from the University of Notre Dame | | Denise M. Morrison Age: 69 Independent Director Since: August 2018 Board Committees: Audit and Risk Committee; Compensation Committee | Public Company Directorships: (current) MetLife, Inc.; Quest Diagnostics Inc.; Visa Inc. (prior) Campbell Soup Company 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 | 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 |

  49. Director Nominee Biographies

    | 2024 Proxy Statement | 41 |

  50. Director Nominee Biographies

    | Pamela Murphy Age: 50 Independent Director Since: April 2023 Board Committees: Finance Committee; Nominating and Corporate Governance Committee | Public Company Directorships: (current) Rockwell Automation, Inc.; Visa Inc. (prior) none Specific Qualifications, Experience, Attributes, and Skills: • Over 22 years of experience in the software and technology industries that includes senior leadership positions at global companies of scale • Extensive background and expertise in leading technology companies with wide range of responsibilities for global operational and financial functions provide additional depth to her role on the Board • Her experience as Chief Executive Officer of a cybersecurity software company and as board member of publicly-traded companies contributes to the Board’s oversight of Visa’s strategies, operations, systems security, and risk management. | Career Highlights: • Chief Executive Officer of Imperva, Inc., a cybersecurity software and services provider, since January 2020. • Chief Operating Officer of Infor, Inc., an enterprise software company, from 2011 to 2019; Senior Vice President, Corporate Operations from 2010 to 2011. • Senior positions at Oracle Corporation, a computer technology corporation, including Vice President for Global Business Units Finance and Global Sales Operations from 2008 to 2010; Vice President, Finance from 2007 to 2008; Director, Consulting Business Operations EMEA from 2002 to 2007; and Senior Manager, EMEA Finance from 2000 to 2002. • Senior Manager, Business Consulting at Arthur Andersen LLP, an Accounting and Business Advisory firm, from 1997 to 2000; Auditor from 1995 to 1997. • Bachelor of Commerce in Accounting and Finance from the University of Cork, Ireland • Fellow, Institute of Chartered Accountants in Ireland | | Linda J. Rendle Age: 45 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 Specific Qualifications, Experience, Attributes, and Skills: • Strong track record of outstanding business results and values-led leadership, gained from over 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 | Career Highlights: • Chief Executive Officer of The Clorox Company, a global consumer products company, since September 2020 • Several other senior positions at Clorox for over 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 |

  51. Director Nominee Biographies

    | 42 | |

  52. Director Nominee Biographies

    | Maynard G. Webb, Jr. Age: 68 Independent Director Since: January 2014 Board Committees: Compensation Committee; Finance Committee | Public Company Directorships: (current) Salesforce, Inc.; Visa Inc. (prior) Extensity, Inc.; Gartner, Inc.; Hyperion Solutions Corporation; LiveOps, Inc.; Niku Corporation; Yahoo! Inc. 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 | 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 |

  53. Director Nominee Biographies

    | 2024 Proxy Statement | 43 |

  54. Directors and Executive Officers

    Directors and Executive Officers The following table sets forth information known to the Company as of December 1, 2023, with respect to beneficial ownership of our Class A common stock by:

  55. Directors and Executive Officers

    | • | each member of the Board; |

  56. Directors and Executive Officers

    | • | our named executive officers for fiscal year 2023; and |

  57. Directors and Executive Officers

    | • | all current executive officers and directors of Visa as a group. |

  58. 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 December 1, 2023.

  59. 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. | 201,354 | 701,008 | 902,362 | | Ryan McInerney | 211,316 | 574,599 | 785,915 | | Rajat Taneja | 259,791 | 475,589 | 735,380 | | Vasant Prabhu(2) | 94,990 | 407,141 | 502,131 | | Kelly Mahon Tullier | 41,774 | 224,142 | 265,916 | | Paul D. Fabara | 43,187 | 155,877 | 199,064 | | Francisco Javier Fernández-Carbajal | 30,641 | 0 | 30,641 | | Denise M. Morrison | 7,537 | 0 | 7,537 | | John F. Lundgren | 7,173 | 0 | 7,173 | | Ramon Laguarta | 4,674 | 0 | 4,674 | | Lloyd A. Carney | 2,542 | 0 | 2,542 | | Teri L. List | 1,931 | 0 | 1,931 | | Kermit R. Crawford | 1,600 | 0 | 1,600 | | Maynard G. Webb, Jr. | 1,481 | 0 | 1,481 | | Pamela Murphy | 841 | 0 | 841 | | Linda J. Rendle | 0 | 0 | 0 | | Chris Suh | 0 | 0 | 0 | | All Directors and Executive Officers as a Group (17 persons)(3) | 821,735 | 2,175,643 | 2,997,378 |

  60. Directors and Executive Officers

    | (1) Total does not include the following number of shares deferred by each of our directors, as to which no voting or investment power currently exists: Mr. Kelly 1,475, Mr. Webb 13,388, and Ms. Rendle 3,400. |

  61. Directors and Executive Officers

    | (2) Former executive officer. |

  62. Directors and Executive Officers

    | (3) Does not include Vasant Prabhu as he is a former executive officer. |

  63. Directors and Executive Officers

    | 44 | |

  64. Key Elements of our Fiscal Year 2023 Compensation Program

    | Compensation Mix | Long-Term Equity Incentive |

  65. Components of Executive Compensation

    | Compensation Component | Type of Pay | Key Characteristics | Purpose | | 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 after 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 date 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. |

  66. Fiscal Year 2023 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 2023 Compensation – Selected Corporate Performance Goals and Results for Fiscal Year 2023 and Compensation Discussion and Analysis – Long-Term Incentive Compensation – Annual Long-Term Incentive Awards Granted in Fiscal Year 2023.

  67. Variable over Fixed Pay

    | • | 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 fiscal year-end. Performance shares provide the opportunity for shares to be earned after 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. |

  68. Focus on Pre-Established Performance Metrics

    Focus on Pre-Established Performance Metrics

  69. Focus on Pre-Established Performance Metrics

    | • | For fiscal year 2023, 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 2023 Compensation – Selected Corporate Performance Goals and Results for Fiscal Year 2023. 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. |

  70. Focus on Pre-Established Performance Metrics

    | • | Similar to our approach in prior years, the fiscal year 2023 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 2023 Compensation – Selected Corporate Performance Goals and Results for Fiscal Year 2023. 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 2023 Compensation – Selected Corporate Performance Goals and Results for Fiscal Year 2023. 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 150% of each NEO’s target payout. |

  71. Focus on Pre-Established Performance Metrics

    | • | 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 2023 EPS – PS adjusted was between the target and maximum established for fiscal year 2023, resulting in a performance factor of 154.8% for the relevant portion of each award. |

  72. Focus on Pre-Established Performance Metrics

    | • | The performance shares previously awarded on November 19, 2020 completed their three-year performance period at the end of fiscal year 2023. Performance shares earned pursuant to these awards were based on EPS – PS adjusted for fiscal years 2021, 2022, and 2023 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 2023 Compensation – Long Term Incentive Compensation – Determination of Shares Earned for Performance Shares Previously Awarded on November 19, 2020, performance against the two metrics resulted in the vesting of 179.4% of the target number of performance shares subject to these awards. |

  73. Focus on Pre-Established Performance Metrics

    | 2024 Proxy Statement | 53 |

  74. Say-on-Pay

    Say-on-Pay At the 2023 Annual Meeting of Stockholders, approximately 90% of the votes cast on the Company’s annual Say-on-Pay proposal supported our fiscal year 2022 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 2023 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. In calendar year 2023 we reached out to our top 75 stockholders, representing approximately 65% of our outstanding Class A common stock. Common questions we received about our executive compensation program related to our annual incentive design, including the scorecard approach and incorporation of ESG principles. Our annual incentive design is described under Compensation Discussion and Analysis – Fiscal Year 2023 Compensation – Annual Incentive Plan, including a discussion of how ESG goals are incorporated into the design and are a key component of the program.

  75. Setting Performance Goals and Making Compensation Determinations

    Setting Performance Goals and Making Compensation Determinations

  76. 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 its design and components, and assesses our compensation levels and their competitiveness against our peer companies to determine if any changes should be made to the program for the next fiscal year. | | ● Compensation Committee determines the principal components of compensation for the NEOs and the individual performance goals of the Chief Executive Officer and the Executive Chairman and sets the performance goals for each performance-based compensation component. ● Chief Executive Officer sets individual performance goals for each of the other NEOs (except the Executive Chairman), 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. ● In fiscal year 2023, the Compensation Committee reviewed updated performance goals for the Chief Executive Officer and other NEOs in connection with their updated responsibilities following the appointment of Mr. McInerney as Chief Executive Officer. | | ● 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’s and the Company’s performance for the preceding fiscal year measured against the pre-established performance goals and makes annual compensation determinations. The Compensation Committee’s objective is to ensure that the level of compensation approved is consistent with the level of performance delivered. ● Our Chief Executive Officer reviews the performance of each NEO (other than his own and the Executive Chairman’s performance, which are 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 Chief Executive Officer and approves all compensation decisions for our NEOs based on its assessment of each NEO’s performance. ● For their own performance reviews, the Chief Executive Officer and the Executive Chairman each prepare a self-assessment, which is reviewed by each independent director and discussed by the Compensation Committee and the other independent directors of the Board. When making compensation decisions for our Chief Executive Officer, Executive Chairman, and other NEOs, the Compensation Committee considers the views of the other independent directors. |

  77. 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 2023, Meridian provided no services to the Company other than to advise the Compensation Committee on executive and non-employee director compensation matters. In addition, at the start of fiscal year 2023, 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.

  78. Role of Independent Consultant

    | 56 | |

  79. 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 2023 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:

  80. Compensation Peer Group

    | • | Direct business competitors. |

  81. 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. |

  82. Compensation Peer Group

    A list of 23 companies identified as peers for fiscal year 2023 is shown below.

  83. Compensation Peer Group

    | | Related Industry Peers | | | Direct Peers | Financial Services | Technology & Interactive Media/Entertainment | | • American Express Company • Discover Financial Services • Mastercard Incorporated • PayPal Holdings, Inc. | • Bank of America Corporation • BlackRock, Inc. • Capital One Financial Corporation • Citigroup Inc. • JPMorgan Chase & Co. • Morgan Stanley • 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. |

  84. Compensation Peer Group

    In July 2023, using the methodology described above, the Compensation Committee reviewed the peer companies and added Intuit Inc. and removed Capital One Financial Corporation, The PNC Financial Services Group, Inc., and U.S. Bancorp from the list of peer companies for fiscal year 2024 and for compensation decisions at the end of fiscal year 2023.

  85. 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.

  86. 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 2023, 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 certain NEOs’ base salaries, as follows: Mr. McInerney’s base salary from $1,100,000 to $1,300,000; Mr. Fabara’s base salary from $750,000 to $800,000; Mr. Taneja’s base salary from $1,100,000 to $1,200,000; and Ms. Mahon Tullier’s base salary from $850,000 to $900,000. These changes were made during the annual compensation review process, prior to the announcement of Mr. McInerney’s appointment to Chief Executive Officer. Mr. Kelly’s and Mr. Prabhu’s base salaries did not change at this time. Subsequent to the ordinary course annual salary increases described in the preceding paragraph, the Compensation Committee increased Mr. McInerney’s base salary from $1,300,000 to $1,400,000 effective February 1, 2023, in connection with his appointment to the role of Chief Executive Officer, and decreased Mr. Kelly’s base salary from $1,550,000 to $1,250,000, effective February 1, 2023, in connection with his appointment to the role of Executive Chairman and the transition of the Chief Executive Officer role and responsibilities to Mr. McInerney. The Compensation Committee also set Mr. Suh’s base salary at $900,000 effective upon his start date. Similar to the annual review of base salaries for NEOs, the Compensation Committee considered market data for our compensation peer group and the advice of its independent compensation consultant when making these base salary decisions.

  87. Annual Incentive Plan

    Annual Incentive Plan

  88. Incentive Plan Target Award Percentage

    Incentive Plan Target Award Percentage During fiscal year 2023, 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. Mr. Suh’s annual incentive was pro-rated for the portion of fiscal year 2023 he was employed with Visa.

  89. Incentive Plan Target Award Percentage

    | 58 | |

  90. Selected Corporate Performance Goals and Results for Fiscal Year 2023

    Selected Corporate Performance Goals and Results for Fiscal Year 2023 The Compensation Committee approved an annual incentive scorecard for fiscal year 2023, similar to the approach it has used since fiscal year 2021. 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 his or her 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 a 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 and applicable results 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, 2022, except that certain preliminary goals were finalized on January 23, 2023. The performance goals were established based on the best available information at the time, designed to be challenging, and expected to incentivize the NEOs to advance Visa’s strategic and operational priorities during the fiscal year. The following table lists selected metrics from the annual incentive scorecard for fiscal year 2023.

  91. Selected Corporate Performance Goals and Results for Fiscal Year 2023

    | | 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 • Payments 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 |

  92. Selected Corporate Performance Goals and Results for Fiscal Year 2023

    Following the end of fiscal year 2023, 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.

  93. Selected Corporate Performance Goals and Results for Fiscal Year 2023

    | 2024 Proxy Statement | 59 |

  94. Selected Corporate Performance Goals and Results for Fiscal Year 2023

    | Financials, Clients, and Foundational | | • Net Revenues Growth – VIP adjusted of 11.4%, exceeding the annual goal of 9.3% | | • Net Income Growth – VIP adjusted of 13.8%, exceeding the annual goal of 8.2% | | • EPS Growth – VIP adjusted of 16.6%, exceeding the annual goal of 11.0% | | • Payments Transactions Growth of 7.7%, falling below the annual goal of 8.1% | | • Constant-dollar Payments Volume Growth of 9%, falling below the annual goal of 11% | | • Constant-dollar Cross-border Volume Growth excluding Intra-Europe of 25%, meeting the annual goal | | • Net New Acceptance Locations excluding China of 20 million, exceeding the annual goal | | Operational Excellence, Talent, & ESG | | • Exceeded our goals related to protecting the Company from cyber threats; ensuring cyber preparedness for acquired entities; 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; advancing risk management capabilities to ensure that the Company maintains a strong control environment; developing new solutions to reduce risk and crime while driving strong client engagement and satisfaction; and continuing to provide tools and capabilities to monitor and minimize fraud in the payments ecosystem | | • Exceeded our technology goals for authorization, clearing, and settlement processing success rates, while enabling our product innovation priorities by delivering programs within scope, schedule, and budget and continuing our multi-year strategic transformation of Visa technology | | • Met our goal of successfully integrating Currencycloud and Tink and delivering on Tink’s business strategy | | • Exceeded our goal of digitally enabling 19 million SMBs worldwide in fiscal year 2023 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 our goals of advancing on our aspiration of being a climate positive company | | • Exceeded our goal of 25% of our employees volunteering in charitable opportunities, with 32% of our employees participating in such programs | | • Met our goal of continuing to advance the Visa Foundation as a key pillar in fulfilling Visa’s corporate purpose | | • Met our goal of increasing the number of underrepresented employees in the U.S. and continued our efforts to improve representation of women globally | | • Met our goals of improving the employee experience through a new employee value proposition and refreshed recognition strategy; rolling out a new hybrid work model; investing in talent attraction initiatives; and enhancing our employee retention, development, training, and total rewards strategies |

  95. Selected Corporate Performance Goals and Results for Fiscal Year 2023

    For purposes of the annual incentive plan, our Net Revenues Growth – VIP adjusted for fiscal year 2023 was determined as year-over-year growth in net revenues, adjusted to exclude pre-established adjustments made in accordance with the terms of the annual incentive plan determined at the beginning of fiscal year 2023. 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 2023.

  96. Selected Corporate Performance Goals and Results for Fiscal Year 2023

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  97. Individual Performance for Fiscal Year 2023

    Individual Performance for Fiscal Year 2023 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, Mr. McInerney’s input, and input from the other non-employee directors with respect to Mr. McInerney and Mr. Kelly. Individual performance goals for the Chief Executive Officer and Executive Chairman were established with the oversight of the Compensation Committee, and the Compensation Committee reviewed individual performance goals for the other NEOs. The following is a summary description of each NEO’s individual performance achievements for fiscal year 2023.

  98. Payment of Annual Incentive Plan Awards for Fiscal Year 2023

    Payment of Annual Incentive Plan Awards for Fiscal Year 2023 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 2023 annual incentive plan would be 150% of target and that it would not adjust this payout percentage for any NEO based on its evaluation of the individual achievements described above. The Compensation Committee determined that this payout percentage appropriately reflected, in the aggregate, the Company’s and each NEO’s performance relative to the pre-established goals. The fiscal year 2023 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 2023 and are set forth in the following table.

  99. Payment of Annual Incentive Plan Awards for Fiscal Year 2023

    | | Salary for FY23 Payout Determinationx | Target Annual Incentive%(1) | Target Annual Incentive $(1)x | Payout Percentage | = | Final Award | | Ryan McInerney(2) | $1,400,000 | 250% | $3,500,000 | 150% | | $5,250,000 | | Alfred F. Kelly, Jr.(3) | $1,350,000 | 250% | $3,375,000 | 150% | | $5,062,500 | | Chris Suh | $204,658 | 175% | $358,151 | 150% | | $537,226 | | Vasant Prabhu | $1,100,000 | 200% | $2,200,000 | 150% | | $3,300,000 | | Paul Fabara | $800,000 | 150% | $1,200,000 | 150% | | $1,800,000 | | Rajat Taneja | $1,200,000 | 200% | $2,400,000 | 150% | | $3,600,000 | | Kelly Mahon Tullier | $900,000 | 175% | $1,575,000 | 150% | | $2,362,500 |

  100. Payment of Annual Incentive Plan Awards for Fiscal Year 2023

    | (1) The “maximum” amounts are provided under the Executive Compensation – Grants of Plan-Based Awards in Fiscal Year 2023 Table. |

  101. Payment of Annual Incentive Plan Awards for Fiscal Year 2023

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  102. Payment of Annual Incentive Plan Awards for Fiscal Year 2023

    | (2) In connection with his appointment to the role of Chief Executive Officer effective February 1, 2023, the Compensation Committee approved an increase in Mr. McInerney’s base salary from $1,300,000 to $1,400,000 and an increase in his annual incentive target percentage from 200% to 250% of base salary, each of which were used as inputs for his final Annual Incentive Plan award for fiscal year 2023. |

  103. Payment of Annual Incentive Plan Awards for Fiscal Year 2023

    | (3) In connection with his appointment to the role of Executive Chairman effective February 1, 2023, the Compensation Committee approved a decrease in Mr. Kelly’s base salary from $1,550,000 to $1,250,000, with the applicable salaries pro-rated for the portion of the 2023 fiscal year that Mr. Kelly served in the Chief Executive Officer and Executive Chairman roles. |

  104. 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.

  105. Annual Long-Term Incentive Awards Granted in Fiscal Year 2023

    Annual Long-Term Incentive Awards Granted in Fiscal Year 2023 In determining the types and amounts of annual equity awards to be granted to our NEOs in fiscal year 2023, 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 for awards to the NEOs other than himself from Mr. Kelly, who was our Chairman and Chief Executive Officer at the time of the annual grant determinations; and each NEO’s total compensation, including the value of outstanding awards held by each NEO. The Compensation Committee also considered the effectiveness of incentives provided by different award types, including increasing stockholder value, avoiding excessive risk taking, and encouraging employee retention. The target value of annual equity awards granted to each NEO in fiscal year 2023 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 annual equity awards approved by the Compensation Committee for our NEOs in November 2022, and the award value broken down by component. The values in the table below differ from the values included for such awards 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 displayed in those tables are computed in accordance with stock-based accounting rules and will be displayed in tranches over multiple years. In addition, certain other equity awards were granted to some of our NEOs in fiscal year 2023, as described below under the heading “Long-Term Incentive Awards in Connection with Role Expansions.”

  106. Annual Long-Term Incentive Awards Granted in Fiscal Year 2023

    | | Components of annual equity awards granted on November 19, 2022 | | | | | | Grant Date Value of Stock Options ($) | Grant Date Value of Restricted Stock Units ($) | Grant Date Value of Performance Shares at Target ($) | Total Combined Grant Date Value of Annual Equity Awards ($) | | Ryan McInerney | 3,375,000 | 3,375,000 | 6,750,000 | 13,500,000 | | Alfred F. Kelly, Jr. | 5,375,000 | 5,375,000 | 10,750,000 | 21,500,000 | | Chris Suh | — | — | — | — | | Vasant Prabhu | 2,250,000 | 2,250,000 | 4,500,000 | 9,000,000 | | Paul Fabara | 1,000,000 | 1,000,000 | 2,000,000 | 4,000,000 | | 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 |

  107. Annual Long-Term Incentive Awards Granted in Fiscal Year 2023

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  108. 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, 2022 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. Dividend equivalents on restricted stock units are paid in cash in an amount equal to dividends paid to holders of our Class A common stock.

  109. 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 after the three-year period will range from zero to 200% of target depending on our corporate performance, as measured by:

  110. Performance Shares

    | • | the annual EPS goal established for each fiscal year; and |

  111. 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. |

  112. 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. 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.

  113. FY2023-FY2025 Performance Share Design

    FY2023-FY2025 Performance Share Design Impact of Stock Repurchases on EPS The amount of stock repurchases is 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.

  114. FY2023-FY2025 Performance Share Design

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  115. FY2023-FY2025 Performance Share Design

    EPS Goals One-third of the target performance shares awarded on November 19, 2022, was tied to the fiscal year 2023 EPS goal that the Compensation Committee established within the first 90 days of fiscal year 2023. The remaining two-thirds of the target shares awarded is tied to the EPS goals for each of fiscal years 2024 and 2025, 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 tranches. 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 2023, the Compensation Committee reviewed our EPS – PS adjusted of $8.66, which was determined by making 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 2023. The Compensation Committee determined that the final EPS – PS adjusted result of $8.66 was between the target and maximum goals for fiscal year 2023. At the completion of the entire three-year performance period in November 2025, the sum of the shares credited from the above EPS calculations for the three fiscal years will be modified based on Visa’s TSR Rank for the full three-year performance 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 target award.

  116. FY2023-FY2025 Performance Share Design

    | | Threshold Performance | Target Performance | Maximum Performance | | Modifying Metric | 75% | 100% | 125% | | Three-Year Visa TSR Rank vs. S&P 500(1) | 25th Percentile or Below | 50th Percentile | 75th Percentile or Above |

  117. FY2023-FY2025 Performance Share Design

    | (1) Results between the 25th percentile and the 50th percentile and between the 50th percentile and the 75th percentile are interpolated between 75% and 100% or 100% and 125%, respectively. |

  118. FY2023-FY2025 Performance Share Design

    The EPS goal for fiscal year 2023 and actual EPS results discussed above also apply to the third tranche of the performance share award previously granted to our NEOs on November 19, 2020 and the second tranche of the performance share award previously granted to our NEOs on November 19, 2021, as illustrated below.

  119. FY2023-FY2025 Performance Share Design

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  120. FY2023-FY2025 Performance Share Design

    Consistent with FASB ASC Topic 718, the value of the performance share awards for fiscal year 2023 included in the “Stock Awards” column of the Executive Compensation – Summary Compensation Table for Fiscal Year 2023 later in this proxy statement represents the third segment of the award made on November 19, 2020, the second segment of the award made on November 19, 2021, and the first segment of the award made on November 19, 2022.

  121. Determination of Shares Earned for Performance Shares Previously Awarded on November 19, 2020

    Determination of Shares Earned for Performance Shares Previously Awarded on November 19, 2020 The performance shares previously awarded to NEOs on November 19, 2020 (fiscal year 2021 performance shares) completed their three-year performance period at the end of fiscal year 2023. As a result, the Compensation Committee determined and certified the Company’s actual results over the three-year period in November 2023, which determined the final number of shares earned pursuant to those awards. As illustrated below, based on the annual EPS results for fiscal years 2021, 2022, and 2023, and our TSR Rank over the three-year period, the performance shares earned equated to 186.8% of the target award established on November 19, 2020.

  122. Determination of Shares Earned for Performance Shares Previously Awarded on November 19, 2020

    | Primary Metric | Threshold ($) | Target ($) | Maximum ($) | Result ($) | EPS Result as % of Target(1) | | Fiscal Year 2021 EPS-PS adjusted | 4.61 | 5.18 | 5.54 | 5.90 | 200.0% of Target | | Fiscal Year 2022 EPS-PS adjusted | 6.07 | 6.82 | 7.30 | 7.48 | 200.0% of Target | | Fiscal Year 2023 EPS-PS adjusted | 7.42 | 8.34 | 8.92 | 8.66 | 154.8% of Target | | Average Result | | | | | 184.9% of Target |

  123. Determination of Shares Earned for Performance Shares Previously Awarded on November 19, 2020

    | (1) Percentage is based on unrounded values. |

  124. Determination of Shares Earned for Performance Shares Previously Awarded on November 19, 2020

    | Modifying Metric | Threshold (75% modifier) | Target (100% modifier) | Maximum (125% modifier) | Result | Modifier% | | Three-Year TSR Rank v. S&P 500 | 25th percentile | 50th percentile | 75th percentile | 51st percentile | 101% |

  125. Determination of Shares Earned for Performance Shares Previously Awarded on November 19, 2020

    | Primary Metric Result | Times | Modifying Metric | Equals | Final Payout Result as a % of Target (capped at 200%) | | 184.9% | x | 101% | = | 186.8% |

  126. Determination of Shares Earned for Performance Shares Previously Awarded on November 19, 2020

    Based on this Final Payout Result of 186.8%, on November 30, 2023, the NEOs who had been granted fiscal year 2021 performance shares earned shares equal to 186.8% of the target number of shares granted to each of them on November 19, 2020. As a result, Mr. McInerney earned 57,820 shares versus his target of 30,953 shares, Mr. Kelly earned 92,244 shares versus his target of 49,381 shares, Mr. Prabhu earned 47,247 shares versus his target of 25,293 shares, Mr. Fabara earned 17,212 shares versus his target of 9,214 shares, Mr. Taneja earned 54,897 shares versus his target of 29,388 shares, and Ms. Mahon Tullier earned 22,724 shares versus her target of 12,165 shares. The vesting of shares subject to Mr. Prabhu’s award was due to the retirement vesting provisions of his outstanding award agreement, which provided for vesting of the performance shares at actual performance levels for the full performance period.

  127. Long-Term Incentive Awards in Connection with Role Expansions

    Long-Term Incentive Awards in Connection with Role Expansions In connection with the Board’s appointment of Mr. McInerney as Chief Executive Officer effective February 1, 2023, the Compensation Committee approved an equity award to Mr. McInerney with a grant date value of $3,000,000. The components and vesting schedule of this grant were consistent with awards granted to Visa’s NEOs during the annual review process. The grant consisted of 25% stock options, 25% restricted stock units, and 50% performance shares, with the stock options and restricted stock units vesting one-third per year on each of the first three annual anniversaries of the grant date. The Compensation Committee also approved one-time performance share awards to Mr. Fabara valued at $3,000,000 on the grant date and to Mr. Taneja and Ms. Mahon Tullier, each valued at $5,000,000 on the grant date.

  128. Long-Term Incentive Awards in Connection with Role Expansions

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  129. Long-Term Incentive Awards in Connection with Role Expansions

    For each of the one-time equity awards described in this section, the Compensation Committee considered the NEO’s expanded roles and responsibilities effective February 1, 2023, the performance of the applicable NEO, and the desire to promote stability during the Chief Executive Officer transition. In particular, Mr. Fabara assumed the responsibility of leading Client Services; Mr. Taneja’s responsibilities were expanded to accelerate the integration of engineering and product teams to deliver our product roadmap and overall strategy; and Ms. Mahon Tullier assumed the responsibility of leading the Inclusive Impact and Sustainability, Government Engagement, and Transformation teams and was appointed to the role of Vice Chair, Chief People and Corporate Affairs Officer. The Compensation Committee also received advice from its independent compensation consultant and market data for our compensation peer group when determining the terms of the one-time equity incentive awards. These one-time awards are not routine, are not part of the NEOs’ annual compensation, and are only offered under extraordinary circumstances. Each of the performance shares to Mr. McInerney, Mr. Fabara, Mr. Taneja, and Ms. Mahon Tullier described above is scheduled to vest on February 15, 2026, subject to Visa’s performance in fiscal years 2023 through 2025. The vesting conditions for the performance shares are consistent with the performance shares granted to NEOs during the annual review process in November 2022 and are subject to the same fiscal year 2023 through 2025 EPS and relative TSR goals and payout percentages as described above under the heading Compensation Discussion and Analysis – Annual Long-Term Incentive Awards Granted in Fiscal Year 2023 – Performance Shares. Each of the equity awards was granted on February 15, 2023, and is subject to the terms and conditions, including vesting requirements, of the 2007 Equity Incentive Compensation Plan and the individual award agreement corresponding to the awards. Mr. McInerney will not be eligible to meet the definition of “Retirement” under the applicable equity award agreements during the vesting period for each award, and the one-time awards to Mr. Fabara, Mr. Taneja, and Ms. Mahon Tullier do not contain retirement vesting terms.

  130. One-Time Compensation Arrangement for Mr. Suh Upon Joining Visa

    One-Time Compensation Arrangement for Mr. Suh Upon Joining Visa The Compensation Committee may approve compensation during the fiscal year to attract new executive officers and incentivize them to join Visa. The following one-time compensation arrangements are not considered to be a part of Mr. Suh’s ongoing target annual compensation. In connection with Mr. Suh’s hiring, the Compensation Committee approved a one-time equity award with a grant date fair value of $11,000,000, granted on August 15, 2023. $10,200,000 of the award was to compensate Mr. Suh for unvested equity and other incentives he forfeited when he departed his prior employer, and $800,000 of the award was an additional incentive to join Visa. This one-time equity award consisted of restricted stock units vesting on each of the first, second, and third anniversaries of the date of grant, assuming Mr. Suh’s continued employment by Visa through each vesting date. In addition, to compensate Mr. Suh for forfeited bonus payments and other incentives from his prior employer, Mr. Suh received a one-time cash award of $3,000,000 paid upon joining Visa. $1,300,000 of this one-time cash award was in recognition of Mr. Suh’s obligation to reimburse a portion of the sign-on bonus he received from his prior employer. Mr. Suh is required to repay a pro-rata portion of this one-time cash award if he terminates his employment other than for Good Reason (as defined in Mr. Suh’s One-Time Cash Award Agreement attached to his offer letter) or if his employment is terminated for Cause (as defined in Visa’s Executive Severance Plan) within 12 months of his start date with Visa. In addition, Mr. Suh received a $500,000 cash payment corresponding to the amount he was required to reimburse his prior employer for relocation and related expenses.

  131. Modification of Outstanding Stock Options and Performance Shares in Fiscal Year 2023 For All Participants

    Modification of Outstanding Stock Options and Performance Shares in Fiscal Year 2023 For All Participants In January 2023, the Compensation Committee reviewed the treatment of stock options and performance shares upon an employee’s termination of employment due to the employee’s death, Disability, or Retirement (“Disability” and “Retirement” as defined in the applicable equity award agreement). The Compensation Committee considered issues such as the intended benefit to employees and their families in these situations, consistency between the treatment of award types, the long-term focus of equity awards and alignment with stockholder interests, and the practices of peer companies and overall market competitiveness, in consultation with its independent compensation consultant. The Compensation Committee considered the treatment of equity awards held by all active employees, not simply the NEOs, in the event of termination of employment due to death, Disability, and Retirement.

  132. Modification of Outstanding Stock Options and Performance Shares in Fiscal Year 2023 For All Participants

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  133. Modification of Outstanding Stock Options and Performance Shares in Fiscal Year 2023 For All Participants

    Following this review, the Compensation Committee amended all outstanding stock options held by active employees as of the date of the amendment (including the NEOs other than Mr. Suh) to remove the three-year exercise deadline following a termination of employment due to the employee’s death, Disability, or Retirement. As amended, vested stock options in these situations may now be exercised until the option expiration date set forth in the individual’s stock option award agreement. The Compensation Committee also amended all outstanding performance shares held by active employees as of the date of the amendment (including the NEOs other than Mr. Suh) to provide that upon termination of employment due to the employee’s death or Disability prior to the end of the performance period, the performance shares will now vest in the full number of shares on the vesting date, rather than a pro-rata portion of the shares, as if the individual had remained employed throughout the entire performance period. The number of shares that vest is based on actual company performance. Except as described in this section, there were no other amendments to outstanding equity awards. In accordance with applicable SEC rules, the Summary Compensation Table includes as compensation for each applicable NEO the incremental fair value of this modification, as determined under generally accepted accounting principles, for each of the outstanding stock option awards held by the NEOs as of the date of the amendment. A corresponding amount for each award is also included in the Grants of Plan-Based Awards in Fiscal Year 2023 table. The modification of the performance share awards resulted in no incremental fair value and therefore no values are included in the Summary Compensation Table or Grants of Plan-Based Awards in Fiscal Year 2023 table representing the modifications to the performance share awards.

  134. 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.

  135. Fiscal Year 2024 Compensation

    Fiscal Year 2024 Compensation On November 2, 2023, the Compensation Committee approved the annual equity awards for our NEOs to be granted on November 19, 2023. The equity awards to Mr. McInerney, Mr. Suh, Mr. Fabara, Mr. Taneja, and Ms. Mahon Tullier used 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 annual EPS goal established for each of the three fiscal years in the performance period and an overall modifier based on our TSR Rank over the three-year performance period. For continued service provided to the Company through each date, the Compensation Committee approved an annual equity award to Mr. Kelly consisting of restricted stock units vesting in three equal installments on December 1, 2023, January 1, 2024, and February 1, 2024. Mr. Prabhu terminated employment with the Company effective September 30, 2023, and did not receive a fiscal year 2024 equity award. Vesting of the equity awards is generally subject to each NEO’s continued employment through the entire 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.

  136. Fiscal Year 2024 Compensation

    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 2023, recommendations from our Chief Executive Officer (for awards to the NEOs other than himself and the Executive Chairman), 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 2024 and the Executive Compensation – Grants of Plan-Based Awards in Fiscal Year 2024 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.

  137. Fiscal Year 2024 Compensation

    | | Components of annual equity awards granted on November 19, 2023 | | | | | | Grant Date Value of Stock Options ($) | Grant Date Value of Restricted Stock Units ($) | Grant Date Value of Performance Shares at Target ($) | Total Combined Grant Date Value of Equity Awards ($) | | Ryan McInerney | 4,937,500 | 4,937,500 | 9,875,000 | 19,750,000 | | Alfred F. Kelly, Jr. | 0 | 5,000,000 | 0 | 5,000,000 | | Chris Suh | 2,250,000 | 2,250,000 | 4,500,000 | 9,000,000 | | Paul Fabara | 1,125,000 | 1,125,000 | 2,250,000 | 4,500,000 | | Rajat Taneja | 3,125,000 | 3,125,000 | 6,250,000 | 12,500,000 | | Kelly Mahon Tullier | 1,875,000 | 1,875,000 | 3,750,000 | 7,500,000 |

  138. Other Equity Grant Practices and Policies

    Other Equity Grant Practices and Policies

  139. 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. McInerney 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 stock option awards, the exercise price is 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 is the closing price of our Class A common stock on the NYSE on the last trading day preceding the date of grant.

  140. Recoupment Policies

    Recoupment Policies The Board has adopted amendments to our Clawback Policy to comply with the requirements of Section 954 of the Dodd-Frank Act and the related rules and regulations promulgated by the SEC and NYSE. In addition to the terms required under the Dodd-Frank Act for mandatory recovery of certain incentive compensation paid to executive officers in the event of a material financial restatement, the amended Clawback Policy retains Board discretion to recover any incentive compensation (including time-based restricted stock units and stock options) paid to current and former Executive Committee members (including non-executive officers) and Section 16 officers if the financial results upon which the awards were based are materially restated due to fraud, intentional misconduct, or gross negligence (fault-based restatement). The Clawback Policy permits the Board to determine if it will seek to recover applicable compensation in the event of a fault-based restatement, taking into account a number of considerations as it deems appropriate. We believe our Clawback Policy, which exceeds the requirements of the Dodd-Frank Act, further reduces the potential risk that an executive officer or Executive Committee member would intentionally misstate results to benefit under an incentive program. 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.

  141. Summary Compensation Table for Fiscal Year 2023

    Summary Compensation Table for Fiscal Year 2023 The following table and related footnotes describe the total compensation earned for services rendered during fiscal years 2023, 2022, and 2021 by our NEOs, except that only fiscal year 2023 compensation is reported for Mr. Suh and Mr. Fabara because they were not NEOs in fiscal years 2022 and 2021. 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 2023 Table.

  142. Summary Compensation Table for Fiscal Year 2023

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2)(3) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | Change in Pension Value and Non-qualified Deferred Compensation Earnings ($)(6) | All Other Compensation ($)(7) | Total ($) | | Ryan McInerney Chief Executive Officer | 2023 | 1,366,543 | – | 11,588,449 | 4,125,008 | 5,250,000 | 4,626 | 269,942 | 22,604,568 | | | 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 | | Alfred F. Kelly, Jr. Executive Chairman | 2023 | 1,350,402 | – | 16,416,285 | 6,582,523 | 5,062,500 | – | 310,722 | 29,722,432 | | | 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 | | Chris Suh Chief Financial Officer | 2023 | 207,696 | 3,500,000 | 11,000,043 | – | 537,226 | – | 20,770 | 15,265,735 | | Vasant Prabhu Former Vice Chair, Chief Financial Officer | 2023 | 1,100,008 | – | 7,470,155 | 2,831,130 | 3,300,000 | 1,676 | 6,826,555 | 21,529,524 | | | 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 | | Paul Fabara Chief Risk Officer | 2023 | 800,010 | – | 4,102,878 | 1,159,312 | 1,800,000 | – | 37,062 | 7,899,262 | | Rajat Taneja President, Technology | 2023 | 1,200,014 | – | 11,406,003 | 3,816,174 | 3,600,000 | 2,442 | 35,500 | 20,060,133 | | | 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 | | Kelly Mahon Tullier Vice Chair, Chief People and Corporate Affairs Officer | 2023 | 900,016 | – | 6,992,276 | 2,136,295 | 2,362,500 | 2,142 | 43,645 | 12,436,874 | | | 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 |

  143. Change in Pension Value and Non-qualified Deferred Compensation Earnings

    Change in Pension Value and Non-qualified Deferred Compensation Earnings

  144. Change in Pension Value and Non-qualified Deferred Compensation Earnings

    | (6) Represents the aggregate positive change in the actuarial present value of accumulated benefits under all pension plans during fiscal year 2023. There are no above market or preferential earnings on non-qualified deferred compensation. |

  145. Grants of Plan-Based Awards in Fiscal Year 2023 Table

    Grants of Plan-Based Awards in Fiscal Year 2023 Table The following table provides information about non-equity incentive awards and long-term equity-based incentive awards granted during fiscal year 2023 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.

  146. Grants of Plan-Based Awards in Fiscal Year 2023 Table

    | Name | Award Type(1) | Grant Date | Approval Date | 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) | | | | | | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Ryan McInerney | VIP | | | 3,500,000 | 7,000,000 | | | | | | | | | | PS | 11/19/22(7) | 11/2/22 | | | 5,160 | 10,319 | 20,638 | | | | 2,020,460(11) | | | PS | 11/19/22(8) | 11/2/22 | | | 5,539 | 11,077 | 22,154 | | | | 2,501,408(11) | | | PS | 11/19/22(9) | 11/2/22 | | | 5,337 | 10,673 | 21,346 | | | | 2,403,026(11) | | | PS | 2/15/23(10) | 1/30/23 | | | 1,092 | 2,184 | 4,368 | | | | 538,705(11) | | | RSU | 11/19/22 | 11/2/22 | | | | | | 16,010 | | | 3,374,908 | | | RSU | 2/15/23 | 1/30/23 | | | | | | 3,276 | | | 749,942 | | | Option | 11/19/22 | 11/2/22 | | | | | | | 58,910 | 210.80 | 3,375,007 | | | Option | 2/15/23 | 1/30/23 | | | | | | | 12,763 | 228.92 | 750,001 | | Alfred F. Kelly, Jr. | VIP | | | 3,375,000 | 6,750,000 | | | | | | | | | | PS | 11/19/22(7) | 11/2/22 | | | 8,231 | 16,461 | 32,922 | | | | 3,223,064(11) | | | PS | 11/19/22(8) | 11/2/22 | | | 8,837 | 17,674 | 35,348 | | | | 3,991,143(11) | | | PS | 11/19/22(9) | 11/2/22 | | | 8,499 | 16,998 | 33,996 | | | | 3,827,100(11) | | | RSU | 11/19/22 | 11/2/22 | | | | | | 25,498 | | | 5,374,978 | | | Option | 1/23/23 | 1/23/23 | | | | | | | 77,904 | 80.82 | 3,241(12) | | | Option | 1/23/23 | 1/23/23 | | | | | | | 123,728 | 109.82 | 33,518(12) | | | Option | 1/23/23 | 1/23/23 | | | | | | | 166,589 | 134.76 | 125,208(12) | | | Option | 1/23/23 | 1/23/23 | | | | | | | 155,871 | 182.77 | 267,677(12) | | | Option | 1/23/23 | 1/23/23 | | | | | | | 129,707 | 207.57 | 303,246(12) | | | Option | 1/23/23 | 1/23/23 | | | | | | | 123,387 | 200.86 | 280,109(12) | | | Option | 11/19/22 | 11/2/22 | | | | | | | 93,819 | 210.80 | 5,374,975 | | | Option | 1/23/23 | 1/23/23 | | | | | | | 93,819 | 210.80 | 194,549(12) | | Chris Suh | VIP | | | 358,151 | 716,302 | | | | | | | | | | RSU | 8/15/23 | 6/7/23 | | | | | | 45,866 | | | 11,000,043 |

  147. Grants of Plan-Based Awards in Fiscal Year 2023 Table

    | 76 | |

  148. Grants of Plan-Based Awards in Fiscal Year 2023 Table

    | Name | Award Type(1) | Grant Date | Approval Date | 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) | | | | | | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Vasant Prabhu | VIP | | | 2,200,000 | 4,400,000 | | | | | | | | | | PS | 11/19/22(7) | 11/2/22 | | | 4,216 | 8,431 | 16,862 | | | | 1,650,790(11) | | | PS | 11/19/22(8) | 11/2/22 | | | 4,356 | 8,712 | 17,424 | | | | 1,967,344(11) | | | PS | 11/19/22(9) | 11/2/22 | | | 3,558 | 7,115 | 14,230 | | | | 1,601,942(11) | | | RSU | 11/19/22 | 11/2/22 | | | | | | 10,674 | | | 2,250,079 | | | Option | 1/23/23 | 1/23/23 | | | | | | | 99,852 | 80.82 | 4,154(12) | | | Option | 1/23/23 | 1/23/23 | | | | | | | 111,844 | 109.82 | 30,299(12) | | | Option | 1/23/23 | 1/23/23 | | | | | | | 62,773 | 134.76 | 47,180(12) | | | Option | 1/23/23 | 1/23/23 | | | | | | | 72,597 | 182.77 | 124,671(12) | | | Option | 1/23/23 | 1/23/23 | | | | | | | 66,435 | 207.57 | 155,321(12) | | | Option | 1/23/23 | 1/23/23 | | | | | | | 60,824 | 200.86 | 138,080(12) | | | Option | 11/19/22 | 11/2/22 | | | | | | | 39,273 | 210.80 | 2,249,986 | | | Option | 1/23/23 | 1/23/23 | | | | | | | 39,273 | 210.80 | 81,439(12) | | Paul Fabara | VIP | | | 1,200,000 | 2,400,000 | | | | | | | | | | PS | 11/19/22(7) | 11/2/22 | | | 1,536 | 3,072 | 6,144 | | | | 601,498(11) | | | PS | 11/19/22(8) | 11/2/22 | | | 1,577 | 3,153 | 6,306 | | | | 712,010(11) | | | PS | 11/19/22(9) | 11/2/22 | | | 1,581 | 3,162 | 6,324 | | | | 711,924(11) | | | PS | 2/15/23(10) | 1/5/23 | | | 2,184 | 4,368 | 8,736 | | | | 1,077,411(11) | | | RSU | 11/19/22 | 11/2/22 | | | | | | 4,744 | | | 1,000,035 | | | Option | 1/23/23 | 1/23/23 | | | | | | | 9,749 | 178.75 | 6,497(12) | | | Option | 1/23/23 | 1/23/23 | | | | | | | 74,744 | 178.75 | 49,809(12) | | | Option | 1/23/23 | 1/23/23 | | | | | | | 26,690 | 182.77 | 19,147(12) | | | Option | 1/23/23 | 1/23/23 | | | | | | | 24,201 | 207.57 | 28,262(12) | | | Option | 1/23/23 | 1/23/23 | | | | | | | 22,013 | 200.86 | 28,153(12) | | | Option | 11/19/22 | 11/2/22 | | | | | | | 17,455 | 210.80 | 1,000,013 | | | Option | 1/23/23 | 1/23/23 | | | | | | | 17,455 | 210.80 | 27,431(12) | | Rajat Taneja | VIP | | | 2,400,000 | 4,800,000 | | | | | | | | | | PS | 11/19/22(7) | 11/2/2 | | | 4,898 | 9,796 | 19,592 | | | | 1,918,057(11) | | | PS | 11/19/22(8) | 11/2/22 | | | 5,186 | 10,372 | 20,744 | | | | 2,342,205(11) | | | PS | 11/19/22(9) | 11/2/22 | | | 4,942 | 9,883 | 19,766 | | | | 2,225,157(11) | | | PS | 2/15/23(10) | 1/30/23 | | | 3,640 | 7,280 | 14,560 | | | | 1,795,685(11) | | | RSU | 11/19/22 | 11/2/22 | | | | | | 14,824 | | | 3,124,899 | | | Option | 1/23/23 | 1/23/23 | | | | | | | 111,546 | 80.82 | 4,640(12) | | | Option | 1/23/23 | 1/23/23 | | | | | | | 118,835 | 109.82 | 32,192(12) | | | Option | 1/23/23 | 1/23/23 | | | | | | | 66,153 | 134.76 | 49,721(12) | | | Option | 1/23/23 | 1/23/23 | | | | | | | 85,409 | 182.77 | 146,673(12) | | | Option | 1/23/23 | 1/23/23 | | | | | | | 77,191 | 207.57 | 180,467(12) | | | Option | 1/23/23 | 1/23/23 | | | | | | | 72,410 | 200.86 | 164,382(12) | | | Option | 11/19/22 | 11/2/22 | | | | | | | 54,546 | 210.80 | 3,124,989 | | | Option | 1/23/23 | 1/23/23 | | | | | | | 54,546 | 210.80 | 113,110(12) |

  149. Grants of Plan-Based Awards in Fiscal Year 2023 Table

    | 2024 Proxy Statement | 77 |

  150. Grants of Plan-Based Awards in Fiscal Year 2023 Table

    | Name | Award Type(1) | Grant Date | Approval Date | 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) | | | | | | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Kelly Mahon Tullier | VIP | | | 1,575,000 | 3,150,000 | | | | | | | | | | PS | 11/19/22(7) | 11/2/22 | | | 2,028 | 4,055 | 8,110 | | | | 793,969(11) | | | PS | 11/19/22(8) | 11/2/22 | | | 2,925 | 5,850 | 11,700 | | | | 1,321,047(11) | | | PS | 11/19/22(9) | 11/2/22 | | | 2,846 | 5,692 | 11,384 | | | | 1,281,554(11) | | | PS | 2/15/23(10) | 1/30/23 | | | 3,640 | 7,280 | 14,560 | | | | 1,795,685(11) | | | RSU | 11/19/22 | 11/2/22 | | | | | | 8,539 | | | 1,800,021 | | | Option | 1/23/23 | 1/23/23 | | | | | | | 55,413 | 80.82 | 2,305(12) | | | Option | 1/23/23 | 1/23/23 | | | | | | | 55,922 | 109.82 | 15,149(12) | | | Option | 1/23/23 | 1/23/23 | | | | | | | 36,698 | 134.76 | 27,582(12) | | | Option | 1/23/23 | 1/23/23 | | | | | | | 34,164 | 182.77 | 58,670(12) | | | Option | 1/23/23 | 1/23/23 | | | | | | | 31,952 | 207.57 | 74,702(12) | | | Option | 1/23/23 | 1/23/23 | | | | | | | 40,839 | 200.86 | 92,711(12) | | | Option | 11/19/22 | 11/2/22 | | | | | | | 31,419 | 210.80 | 1,800,023 | | | Option | 1/23/23 | 1/23/23 | | | | | | | 31,419 | 210.80 | 65,153(12) |

  151. Grants of Plan-Based Awards in Fiscal Year 2023 Table

    | (1) “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. |

  152. Grants of Plan-Based Awards in Fiscal Year 2023 Table

    | (2) 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 2023 Compensation – Annual Incentive Plan. There is no threshold level of performance for the VIP in fiscal year 2023. 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 2023 are included in the “Non-Equity Incentive Plan Compensation” column of the Executive Compensation – Summary Compensation Table for Fiscal Year 2023. |

  153. Grants of Plan-Based Awards in Fiscal Year 2023 Table

    | (3) Represents the range of possible awards of performance shares granted in fiscal year 2023. Awards are capped at the maximum of 200% and can be as low as zero. |

  154. Grants of Plan-Based Awards in Fiscal Year 2023 Table

    | (4) Equity awards made pursuant to the 2007 Equity Incentive Compensation Plan will vest according to their terms, but may be subject to earlier vesting in full or in part or continued vesting in the event of a termination of a grantee’s employment due to the grantee’s death, “disability,” “retirement,” 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. |

  155. Grants of Plan-Based Awards in Fiscal Year 2023 Table

    | (5) The exercise price of these stock options was the fair market value of our Class A common stock on the date of grant. For stock options modified on January 23, 2023, as described in footnote 12, the original exercise price is presented. The original grant date and corresponding exercise price for each such stock option is as follows: 11/19/2016 for $80.82, 11/19/2017 for $109.82, 11/19/2018 for $134.76, 10/15/2019 for $178.75, 11/19/2019 for $182.77, 11/19/2020 for $207.57, 11/19/2021 for $200.86, and 11/19/2022 for $210.80. |

  156. Grants of Plan-Based Awards in Fiscal Year 2023 Table

    | (6) Amounts are not an actual dollar amount received by our NEOs in fiscal year 2023, 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 11 below. |

  157. Grants of Plan-Based Awards in Fiscal Year 2023 Table

    | (7) Consistent with the requirements of FASB ASC Topic 718, the amount represents the third of three portions of the performance share award made on November 19, 2020 for which the grant date fair value was established on November 19, 2022. The shares earned from this award vested on November 30, 2023. |

  158. Grants of Plan-Based Awards in Fiscal Year 2023 Table

    | (8) Consistent with the requirements of FASB ASC Topic 718, the amount represents the second third of the performance share award made on November 19, 2021 for which the grant date fair value was established on November 19, 2022. The shares earned from this award are scheduled to vest on November 30, 2024. |

  159. Grants of Plan-Based Awards in Fiscal Year 2023 Table

    | (9) Consistent with the requirements of FASB ASC Topic 718, the amount represents the first third of the performance share award made on November 19, 2022 for which the grant date fair value was established on November 19, 2022. The shares earned from this award are scheduled to vest on November 30, 2025. |

  160. Grants of Plan-Based Awards in Fiscal Year 2023 Table

    | (10) Consistent with the requirements of FASB ASC Topic 718, the amount represents the first third of the performance share award made on February 15, 2023 for which the grant date fair value was established on February 15, 2023. The shares earned from these awards are scheduled to vest on February 15, 2026. |

  161. Grants of Plan-Based Awards in Fiscal Year 2023 Table

    | (11) Represents the value of performance shares based on the probable outcome as of the date of grant determined in accordance with FASB ASC Topic 718 using a Monte Carlo simulation. |

  162. Grants of Plan-Based Awards in Fiscal Year 2023 Table

    | (12) The reported amount represents the incremental fair value, computed in accordance with FASB ASC Topic 718, of the modification of outstanding stock options to remove the three-year exercise deadline following a termination of employment due to death, Disability, or Retirement and provide that vested stock options in these situations may now be exercised until the option expiration date set forth in the individual’s stock option award agreement. This treatment applied to all outstanding stock options held by active employees. No additional stock options were granted as part of the modification and the exercise price of the stock options did not change in connection with the modification. |

  163. Grants of Plan-Based Awards in Fiscal Year 2023 Table

    | 78 | |

  164. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    Outstanding Equity Awards at 2023 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, 2023.

  165. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | | | | Option Awards | | | | Stock Awards | | | | | Name | Award Type(1) | Grant Date(2) | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#)(3) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(4) | Market Value of Shares or Units of Stock That Have Not Vested ($)(5) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(6) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(5) | | Ryan McInerney | PS | Various(7) | | | | | | | 131,928 | 30,344,759 | | | RSU | 2/15/2023 | | | | | 3,276 | 753,513 | | | | | RSU | 11/19/2022 | | | | | 16,010 | 3,682,460 | | | | | RSU | 11/19/2021 | | | | | 11,078 | 2,548,051 | | | | | RSU | 11/19/2020 | | | | | 5,159 | 1,186,622 | | | | | Option | 2/15/2023 | – | 12,763 | 228.92 | 2/15/2033 | | | | | | | Option | 11/19/2022 | – | 58,910 | 210.80 | 11/19/2032 | | | | | | | Option | 11/19/2021 | 25,778 | 51,556 | 200.86 | 11/19/2031 | | | | | | | Option | 11/19/2020 | 54,202 | 27,102 | 207.57 | 11/19/2030 | | | | | | | Option | 11/19/2019 | 89,679 | – | 182.77 | 11/19/2029 | | | | | | | Option | 11/19/2018 | 70,499 | – | 134.76 | 11/19/2028 | | | | | | | Option | 11/19/2017 | 125,825 | – | 109.82 | 11/19/2027 | | | | | | | Option | 11/19/2016 | 103,450 | – | 80.82 | 11/19/2026 | | | | | | | Option | 11/19/2015 | 57,100 | – | 80.15 | 11/19/2025 | | | | | | Alfred F. Kelly, Jr. | PS | Various(7) | | | | | | | 203,454 | 46,796,455 | | | RSU | 11/19/2022 | | | | | 25,498 | 5,864,795 | | | | | RSU | 11/19/2021 | | | | | 17,674 | 4,065,197 | | | | | RSU | 11/19/2020 | | | | | 8,230 | 1,892,982 | | | | | Option | 11/19/2022 | – | 93,819 | 210.86 | 11/19/2032 | | | | | | | Option | 11/19/2021 | 41,129 | 82,258 | 200.86 | 11/19/2031 | | | | | | | Option | 11/19/2020 | 86,471 | 43,236 | 207.57 | 11/19/2030 | | | | | | | Option | 11/19/2019 | 155,871 | – | 182.77 | 11/19/2029 | | | | | | | Option | 11/19/2018 | 166,589 | – | 134.76 | 11/19/2028 | | | | | | | Option | 11/19/2017 | 100,728 | – | 109.82 | 11/19/2027 | | | | | | | Option | 11/19/2016 | 52,904 | – | 80.82 | 11/19/2026 | | | | |

  166. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | 2024 Proxy Statement | 79 |

  167. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | | | | Option Awards | | | | Stock Awards | | | | | Name | Award Type(1) | Grant Date(2) | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#)(3) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(4) | Market Value of Shares or Units of Stock That Have Not Vested ($)(5) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(6) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(5) | | Chris Suh | | | | | | | | | | | | | RSU | 8/15/2023 | | | | | 45,866 | 10,549,639 | | | | Vasant Prabhu | PS | Various(7) | | | | | | | 99,664 | 22,923,717 | | | RSU | 11/19/2022 | | | | | 10,674 | 2,455,127 | | | | | RSU | 11/19/2021 | | | | | 8,713 | 2,004,077 | | | | | RSU | 11/19/2020 | | | | | 4,216 | 969,722 | | | | | Option | 11/19/2022 | – | 39,273 | 210.80 | 11/19/2032 | | | | | | | Option | 11/19/2021 | 20,274 | 40,550 | 200.86 | 11/19/2031 | | | | | | | Option | 11/19/2020 | 44,290 | 22,145 | 207.57 | 11/19/2030 | | | | | | | Option | 11/19/2019 | 72,597 | – | 182.77 | 11/19/2029 | | | | | | | Option | 11/19/2018 | 62,773 | – | 134.76 | 11/19/2028 | | | | | | | Option | 11/19/2017 | 111,844 | – | 109.82 | 11/19/2027 | | | | | | | Option | 11/19/2016 | 59,852 | – | 80.82 | 11/19/2026 | | | | | | Paul Fabara | PS | Various(7) | | | | | | | 46,100 | 10,603,461 | | | RSU | 11/19/2022 | | | | | 4,744 | 1,091,167 | | | | | RSU | 11/19/2021 | | | | | 3,154 | 725,452 | | | | | RSU | 11/19/2020 | | | | | 1,536 | 353,295 | | | | | Option | 11/19/2022 | – | 17,455 | 210.80 | 11/19/2032 | | | | | | | Option | 11/19/2021 | 7,337 | 14,676 | 200.86 | 11/19/2031 | | | | | | | Option | 11/19/2020 | 16,134 | 8,067 | 207.57 | 11/19/2030 | | | | | | | Option | 11/19/2019 | 26,690 | – | 182.77 | 11/19/2029 | | | | | | | Option | 10/15/2019 | 74,744 | – | 178.75 | 10/15/2029 | | | | | | | Option | 10/15/2019 | 9,749 | – | 178.75 | 10/15/2029 | | | | |

  168. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | 80 | |

  169. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | | | | Option Awards | | | | Stock Awards | | | | | Name | Award Type(1) | Grant Date(2) | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#)(3) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(4) | Market Value of Shares or Units of Stock That Have Not Vested ($)(5) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(6) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(5) | | Rajat Taneja | PS | Various(7) | | | | | | | 134,590 | 30,957,046 | | | RSU | 11/19/2022 | | | | | 14,824 | 3,409,668 | | | | | RSU | 11/19/2021 | | | | | 10,372 | 2,385,664 | | | | | RSU | 11/19/2020 | | | | | 4,898 | 1,126,589 | | | | | Option | 11/19/2022 | – | 54,546 | 210.80 | 11/19/2032 | | | | | | | Option | 11/19/2021 | 24,136 | 48,274 | 200.86 | 11/19/2031 | | | | | | | Option | 11/19/2020 | 51,460 | 25,731 | 207.57 | 11/19/2030 | | | | | | | Option | 11/19/2019 | 85,409 | – | 182.77 | 11/19/2029 | | | | | | | Option | 11/19/2018 | 66,153 | – | 134.76 | 11/19/2028 | | | | | | | Option | 11/19/2017 | 118,835 | – | 109.82 | 11/19/2027 | | | | | | | Option | 11/19/2016 | 70,746 | – | 80.82 | 11/19/2026 | | | | | | Kelly Mahon Tullier | PS | Various(7) | | | | | | | 73,674 | 16,945,757 | | | RSU | 11/19/2022 | | | | | 8,539 | 1,964,055 | | | | | RSU | 11/19/2021 | | | | | 5,850 | 1,345,559 | | | | | RSU | 11/19/2020 | | | | | 2,028 | 466,460 | | | | | Option | 11/19/2022 | – | 31,419 | 210.80 | 11/19/2032 | | | | | | | Option | 11/19/2021 | 13,613 | 27,226 | 200.86 | 11/19/2031 | | | | | | | Option | 11/19/2020 | 21,301 | 10,651 | 207.57 | 11/19/2030 | | | | | | | Option | 11/19/2019 | 34,164 | – | 182.77 | 11/19/2029 | | | | | | | Option | 11/19/2018 | 36,698 | – | 134.76 | 11/19/2028 | | | | | | | Option | 11/19/2017 | 55,922 | – | 109.82 | 11/19/2027 | | | | | | | Option | 11/19/2016 | 27,707 | – | 80.82 | 11/19/2026 | | | | |

  170. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | (1) “PS,” “RSU,” and “Option” refer to performance shares, restricted stock units, and stock options, respectively, granted under our 2007 Equity Incentive Compensation Plan. |

  171. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | (2) The grant date presented for each stock option award represents the original grant date, without regard for the January 23, 2023 modification of outstanding stock options to remove the three-year exercise deadline following a termination of employment due to death, Disability, or Retirement. |

  172. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | (3) 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. |

  173. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | (4) Restricted stock units vest annually in three substantially equal installments beginning on the first anniversary of the date of grant. |

  174. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | (5) The value shown is based on the September 29, 2023 per share closing price of our Class A common stock of $230.01. September 29, 2023 was the last trading day of our fiscal year 2023. |

  175. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | (6) Represents unearned shares under the performance share awards made on November 19, 2020, November 19, 2021, November 19, 2022, and February 15, 2023. Based on guidance provided by the SEC, for purposes of reporting awards in the body of the Outstanding Equity Awards at 2023 Fiscal Year-End table, the number of shares for each award has been presented based on the next higher performance measure that exceeds actual performance as of fiscal year 2023 year end. The amounts shown for the performance shares awarded on November 19, 2020 include the full award for which the performance period ended on September 30, 2023. Following the fiscal year-end, the actual shares earned from this award were determined to be 186.8% of target. The amounts shown for the performance shares awarded on November 19, 2021 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, 2022 and February 15, 2023 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. |

  176. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | 2024 Proxy Statement | 81 |

  177. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | (7) The following table provides additional information as to the number of shares reported for performance shares as of September 30, 2023 in the Executive Compensation – Outstanding Equity Awards at 2023 Fiscal Year-End Table. |

  178. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | | Date when the Number of Performance Shares was Established | Date when Conditions for Grant were Established | | | | | Vest Date | | | | Fiscal Year 2021 | Fiscal Year 2022 | Fiscal Year 2023 | To be Established in Fiscal Year 2024 | To be Established in Fiscal Year 2025 | | | Ryan McInerney | 11/19/2020(a) | 20,634 | 20,634 | 20,638 | | | 11/30/2023 | | | 11/19/2021(b) | | 22,154 | 22,154 | 22,156 | | 11/30/2024 | | | 11/19/2022(b) | | | 21,346 | 21,346 | 21,350 | 11/30/2025 | | | 2/15/2023(b) | | | 4,368 | 4,368 | 4,370 | 2/15/2026 | | | Total | 131,928 | | | | | | | Alfred F. Kelly, Jr. | 11/19/2020(a) | 32,920 | 32,920 | 32,922 | | | 11/30/2023 | | | 11/19/2021(b) | | 35,348 | 35,348 | 35,348 | | 11/30/2024 | | | 11/19/2022(b) | | | 33,996 | 33,996 | 34,000 | 11/30/2025 | | | Total | 203,454 | | | | | | | Vasant Prabhu | 11/19/2020(a) | 16,862 | 16,862 | 16,862 | | | 11/30/2023 | | | 11/19/2021(b) | | 17,424 | 17,424 | 17,428 | | 11/30/2024 | | | 11/19/2022(b) | | | 14,230 | 14,230 | 14,234 | 11/30/2025 | | | Total | 99,664 | | | | | | | Paul Fabara | 11/19/2020(a) | 6,142 | 6,142 | 6,144 | | | 11/30/2023 | | | 11/19/2021(b) | | 6,306 | 6,306 | 6,306 | | 11/30/2024 | | | 11/19/2022(b) | | | 6,324 | 6,324 | 6,328 | 11/30/2025 | | | 2/15/2023(b) | | | 8,736 | 8,736 | 8,738 | 2/15/2026 | | | | 46,100 | | | | | | | Rajat Taneja | 11/19/2020(a) | 19,592 | 19,592 | 19,592 | | | 11/30/2023 | | | 11/19/2021(b) | | 20,744 | 20,744 | 20,744 | | 11/30/2024 | | | 11/19/2022(b) | | | 19,766 | 19,766 | 19,766 | 11/30/2025 | | | 2/15/2023(b) | | | 14,560 | 14,560 | 14,564 | 2/15/2026 | | | Total | 134,590 | | | | | | | Kelly Mahon Tullier | 11/19/2020(a) | 8,110 | 8,110 | 8,110 | | | 11/30/2023 | | | 11/19/2021(b) | | 11,700 | 11,700 | 11,700 | | 11/30/2024 | | | 11/19/2022(b) | | | 11,384 | 11,384 | 11,388 | 11/30/2025 | | | 2/15/2023(b) | | | 14,560 | 14,560 | 14,564 | 2/15/2026 | | | Total | 73,674 | | | | | |

  179. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | (a) Displayed at maximum possible award (200% of target); following the completion of the performance period, the final result was determined to be 186.8% of target. |

  180. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | (b) Displayed at the maximum number of performance shares subject to the award (200% of target). |

  181. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | 82 | |

  182. Option Exercises and Stock Vested Table for Fiscal Year 2023

    Option Exercises and Stock Vested Table for Fiscal Year 2023 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, 2023.

  183. Option Exercises and Stock Vested Table for Fiscal Year 2023

    | | 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) | | Ryan McInerney | 98,947 | 15,742,832 | 48,030 | 10,326,503 | | Alfred F. Kelly, Jr. | 48,000 | 6,205,048 | 81,954 | 17,626,612 | | Chris Suh | – | – | – | – | | Vasant Prabhu | 93,343 | 14,812,126 | 38,793 | 8,340,910 | | Paul Fabara | – | – | 14,223 | 3,058,262 | | Rajat Taneja | 112,521 | 19,163,112 | 45,639 | 9,812,870 | | Kelly Mahon Tullier | 27,706 | 4,203,859 | 19,174 | 4,118,747 |

  184. Option Exercises and Stock Vested Table for Fiscal Year 2023

    | (1) Amounts reflect the aggregate market value of Class A common stock on the day on which the restricted stock units or performance shares vested. |

  185. Pension Benefits Table for Fiscal Year 2023

    Pension Benefits Table for Fiscal Year 2023 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 2023 audited consolidated financial statements.

  186. Pension Benefits Table for Fiscal Year 2023

    | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | Ryan McInerney | Visa Retirement Plan | 2.5 | 105,791 | – | | | Visa Excess Retirement Benefit Plan | 2.5 | – | – | | Vasant Prabhu | Visa Retirement Plan | 0.8 | 38,818 | – | | Rajat Taneja | Visa Retirement Plan | 2.1 | 56,337 | – | | | Visa Excess Retirement Benefit Plan | 2.1 | – | – | | Kelly Mahon Tullier | Visa Retirement Plan | 1.5 | 49,343 | – | | | Visa Excess Retirement Benefit Plan | 1.5 | – | – |

  187. Pension Benefits Table for Fiscal Year 2023

    | 2024 Proxy Statement | 83 |

  188. Pension Benefits Table for Fiscal Year 2023

    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 NEOs except Mr. Kelly, Mr. Suh, and Mr. Fabara is fully vested under the Visa Retirement Plan. Mr. Kelly, Mr. Suh, and Mr. Fabara are not eligible participants in the Visa Retirement Plan or the Visa Excess Retirement Benefit Plan.

  189. Visa Retirement Plan and Visa Excess Retirement Benefit Plan

    s Retirement Benefit Plan. Visa Retirement Plan and Visa Excess Retirement Benefit Plan Under the Visa Retirement Plan, certain U.S.-based employees, including our NEOs, other than Mr. Kelly, Mr. Fabara, and Mr. Suh, generally earn the right

  190. Visa Retirement Plan and Visa Excess Retirement Benefit Plan

    receive certain benefits: | • | upon retirement at the no

  191. Visa Retirement Plan and Visa Excess Retirement Benefit Plan

    al retirement age of 65; | | • | upon early retirement at or after age 55 (or at or after age 50 if hired prior to October 1, 2002) and having completed at least ten ye

  192. Visa Retirement Plan and Visa Excess Retirement Benefit Plan

    s of service with us; or | | • | upon an earlier termination of employment, but solely if the employ

  193. Visa Retirement Plan and Visa Excess Retirement Benefit Plan

    is vested at that time. | Prior to January 1, 2011, retirement benefits were calculated as the product of 1.25% times the employee’s years of service multiplied by the employee’s monthly final average earnings for the last 60 consecutive months before retirement (or, for employees hired prior to October 1, 2002, the product of 46.25% times the employee’s years of service divided by 25 years, multiplied by the employee’s monthly final average earnings for the 36 highest consecutive months in the last 60 months before retirement). Eligible earnings include salary, overtime, shift differentials, special and merit awards, and short-term cash incentive awards. 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. Prior to February 1, 2014, we also provided for benefit accruals under an excess retirement benefit plan. To the extent that an employee’s annual retirement income benefit under the Visa Retirement Plan exceeds the limitations imposed by the Internal Revenue Code, such excess benefit is paid from our non-qualified, unfunded, noncontributory Visa Excess Retirement Benefit Plan. The vesting provisions of, and formula used to calculate the benefit payable pursuant to, the Visa Excess Retirement Benefit Plan are generally the same as those of the Visa Retirement Plan described above, except that benefits are calculated without regard to the Internal Revenue Code tax-qualified plan limits and then offset for benefits paid under the qualified plan. Effective February 1, 2014, we discontinued benefit accruals under the Visa Exc

  194. Visa Retirement Plan and Visa Excess Retirement Benefit Plan

    s Retirem

  195. Non-qualified Deferred Compensation for Fiscal Year 2023

    Non-qualified Deferred Compensation for Fiscal Year 2023

  196. Employment Arrangements and Potential Payments upon Termination or Change of Control

    Employment Arrangements and Potential Payments upon Termination or Change of Control The following discussion relates only to the offer letters with our NEOs under which we still have outstanding obligations as of fiscal year 2023. We do not have fixed-term employment agreements with our NEOs.

  197. Termination Payments and Benefits for Kelly Mahon Tullier

    | CEO Pay Ratio |

  198. 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, 2023, the ratio of the median of the annual total compensation of our employees, excluding our Chief Executive Officer (Mr. McInerney), to the annual total compensation of our Chief Executive Officer, was 151:1. This ratio was calculated using annual total compensation for our Chief Executive Officer, under applicable reporting rules, of $22,667,747 and annual total compensation of the median employee of $149,782. To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of the median employee, the methodology and the material assumptions, adjustments, and estimates used were as follows (which may differ from those used, and may therefore not be comparable to ratios reported by, other companies): Median Employee We 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, 2023. 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 date values as the most appropriate measure of compensation. We measured compensation for our employees using the 12-month fiscal period ending September 30, 2023. We selected September 30, 2023 as our measurement date, which was the last day of our 2023 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. 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 2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. Mr. McInerney began serving as the Company’s Chief Executive Officer effective February 1, 2023. As permitted by Instruction 10 to Item 402(u) of Regulation S-K, for pay ratio purposes, Mr. McInerney’s compensation was annualized to represent his compensation as if he were CEO for the entire 2023 fiscal year. The calculation included the amounts reported in the Executive Compensation – Summary Compensation Table for Fiscal Year 2023, except that the salary was adjusted to assume Mr. McInerney received his year-end base salary rate for the entire fiscal year, and applicable elements of “All Other Compensation” were adjusted to assume he was CEO for the entire fiscal year. Consequently, the annual total compensation reported for CEO pay ratio purposes does not reflect the “Total” column of our Executive Compensation – Summary Compensation Table for Fiscal Year 2023 included in this proxy statement, nor does it reflect amounts actually paid to our CEO for fiscal year 2023. Instead, the annual total compensation reported for the CEO above reflects the pay ratio disclosure requirements for a year in which a CEO transition occurs.

  199. CEO Pay Ratio

    | 2024 Proxy Statement | 93 |

  200. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Act and Item 402(v) of Regulation S-K, we are providing the following information about executive compensation and the Company’s performance for the fiscal years listed below. The compensation information presented in this table is calculated in accordance with SEC rules and related guidance; it may be different from the compensation information presented in the Compensation Discussion and Analysis section of this proxy statement and does not represent amounts actually earned or realized by our NEOs. For purposes of the “compensation actually paid” calculations presented in footnotes 2 and 3, any unvested awards that are eligible for continued vesting if an NEO retires are counted as unvested, even if an NEO has met the retirement eligibility criteria. For further information about how we align executive compensation with the Company’s performance, see the Compensation Discussion and Analysis section of this proxy statement. Pay Versus Performance Table

  201. Pay Versus Performance

    | | Summary Compensation Table Total (1) | | Compensation Actually Paid (1)(2) | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | PEO Al Kelly ($) | PEO Ryan McInerney ($) | PEO Al Kelly ($) | PEO Ryan McInerney ($) | Average Summary Compensation Table Total for Non-PEO NEOs (1) ($) | Average Compensation Actually Paid to Non-PEO NEOs (1)(3) ($) | Total Shareholder Return ($) | Peer Group Total Shareholder Return (4) ($) | Net Income (5) ($) (M) | EPS – PS Adjusted (6) ($) | | 2023 | 29,722,432 | 22,604,568 | 52,828,948 | 37,908,528 | 15,438,306 | 22,986,618 | 117.24 | 146.42 | 17,273 | 8.66 | | 2022 | 28,103,602 | N/A | 19,999,309 | N/A | 14,336,181 | 11,163,702 | 89.99 | 131.04 | 14,957 | 7.48 | | 2021 | 30,944,838 | N/A | 49,033,170 | N/A | 14,676,296 | 22,427,602 | 112.05 | 159.13 | 12,311 | 5.90 |

  202. Pay Versus Performance

    | (1) Mr. McInerney was appointed as the Company’s Chief Executive Officer (i.e., principal executive officer or PEO) effective February 1, 2023, succeeding Mr. Kelly. For fiscal year 2023, the Company’s non-PEO NEOs were Mr. Prabhu, Mr. Suh, Mr. Taneja, Ms. Mahon Tullier, and Mr. Fabara. For fiscal years 2022 and 2021, the Company’s non-PEO NEOs were Mr. Prabhu, Mr. McInerney, Mr. Taneja, and Ms. Mahon Tullier. |

  203. Pay Versus Performance

    | (2) The amounts reported for Mr. Kelly and Mr. McInerney represent the amount of “compensation actually paid,” as computed in accordance with Item 402(v) of Regulation S-K. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments in the tables below were made to Mr. Kelly’s and Mr. McInerney’s total compensation for each year to determine the compensation actually paid: |

  204. Pay Versus Performance

    | | Ryan McInerney | Alfred F. Kelly, Jr. | | | | | 2023 ($) | 2023 ($) | 2022 ($) | 2021 ($) | | Summary Compensation Table Total | 22,604,568 | 29,722,432 | 28,103,602 | 30,944,838 | | Deduction for change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the SCT | (4,626) | 0 | 0 | 0 | | Deduction for Amounts Reported under the “Stock Awards” Column in the SCT | (11,588,449) | (16,416,285) | (14,782,648) | (17,681,675) | | Deduction for Amounts Reported under the “Option Awards” Column in the SCT | (4,125,008) | (6,582,523) | (5,325,013) | (5,125,009) | | Total Deductions from SCT | (15,718,083) | (22,998,808) | (20,107,661) | (22,806,684) | | Increase for Service Cost and Prior Service Cost for Pension Plans | 0 | 0 | 0 | 0 | | Increase/(Deduction) for change in Fair Value from prior year end to vesting date of awards that vested during the year | 3,224,450 | 5,448,068 | (6,244,389) | 1,789,218 | | Increase/(Deduction) for change in Fair Value from prior year end to current year end of awards granted prior to year that were outstanding and unvested as of year end | 6,325,087 | 10,091,428 | (8,114,350) | 2,949,439 | | Increase for Fair Value as of vesting date of awards granted and vested during the year | 0 | 0 | 0 | 0 | | Increase for Fair Value of awards granted during year that remain outstanding and unvested as of year end | 21,472,506 | 30,565,828 | 26,362,107 | 36,156,359 | | Total adjustments | 31,022,043 | 46,105,324 | 12,003,368 | 40,895,016 | | Compensation Actually Paid (SCT minus deductions plus total adjustments) | 37,908,528 | 52,828,948 | 19,999,309 | 49,033,170 |

  205. Pay Versus Performance

    | (3) The amounts reported represent the average amount of “compensation actually paid” to the NEOs as a group (excluding the PEO or PEOs for each year), as computed in accordance with Item 402(v) of Regulation S-K. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments in the table below were made to the NEOs’ total compensation for each year to determine the compensation actually paid: |

  206. Pay Versus Performance

    | 94 | |

  207. Pay Versus Performance

    | | NEO Averages | | | | | 2023 ($) | 2022 ($) | 2021 ($) | | Summary Compensation Table Total | 15,438,306 | 14,336,181 | 14,676,296 | | Deduction for change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the SCT | (1,252) | (1,819) | (1,579) | | Deduction for Amounts Reported under the “Stock Awards” Column in the SCT | (8,194,271) | (7,319,991) | (7,870,376) | | Deduction for Amounts Reported under the “Option Awards” Column in the SCT | (1,988,582) | (2,712,493) | (2,537,493) | | Total Deductions from SCT | (10,184,105) | (10,034,303) | (10,409,448) | | Increase for Service Cost and Prior Service Cost for Pension Plans | 0 | 0 | 0 | | Increase/(Deduction) for change in Fair Value from prior year end to vesting date of awards that vested during the year | 1,586,961 | (2,380,412) | 848,367 | | Increase/(Deduction) for change in Fair Value from prior year end to current year end of awards granted prior to year that were outstanding and unvested as of year end | 3,158,726 | (3,827,655) | 1,193,367 | | Increase for Fair Value as of vesting date of awards granted and vested during the year | 0 | 0 | 0 | | Increase for Fair Value of awards granted during year that remain outstanding and unvested as of year end | 12,986,730 | 13,069,891 | 16,119,020 | | Total adjustments | 17,732,417 | 6,861,824 | 18,160,754 | | Compensation Actually Paid (SCT minus deductions plus total adjustments) | 22,986,618 | 11,163,702 | 22,427,602 |

  208. Pay Versus Performance

    | (4) The peer group for this purpose is the S&P 500 Financials index used for purposes of Item 201(e) of Regulation S-K. The comparison assumes $100 was invested for the period starting September 29, 2020, through the end of the listed year in the Company and in the S&P 500 Financials index, respectively. Historical stock performance is not necessarily indicative of future stock performance. |

  209. Pay Versus Performance

    | (5) In accordance with Item 402(v) of Regulation S-K and associated guidance, “Net Income” represents GAAP Net Income for purposes of the pay versus performance disclosure. In contrast, as discussed above under the heading “Annual Incentive Plan” in the Compensation Discussion and Analysis section, the net income metric that we used for our annual incentive plan was Net Income Growth-VIP adjusted. |

  210. Pay Versus Performance

    | (6) We determined EPS, as adjusted for purposes of performance share awards, to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEOs and Non-PEO NEOs for our fiscal year ended September 30, 2023. See the Compensation Discussion and Analysis – Performance Shares – EPS Goals in this proxy statement for a description of adjustments from GAAP EPS for purposes of performance share awards granted to the NEOs. EPS – PS adjusted may not have been the most important financial performance measure for fiscal years 2022 and 2021, and we may determine a different financial performance measure to be the most important financial performance measure in future years. |

  211. Pay Versus Performance

    Relationship Between Pay and Performance The graphs presented below describe the relationship between compensation actually paid (calculated in accordance with Item 402(v) of Regulation S-K) and our net income, EPS – PS adjusted, and cumulative total shareholder return over the three-year period from fiscal year 2021 to fiscal year 2023.

  212. Pay Versus Performance

    | 2024 Proxy Statement | 95 |

  213. Pay Versus Performance

    Financial Performance Measures Performance share awards represent the largest component of our annual executive compensation program, with vesting determined based on EPS and relative TSR performance. In addition, as described under Compensation Discussion and Analysis – Annual Incentive Plan , our annual incentive scorecard design incentivizes our NEOs to be focused on a wide range of performance goals that are critical to our corporate strategy, by promoting financial performance goals along with other priorities that are vital to the Company’s long-term success, such as ESG initiatives. This design takes a holistic approach to the goal-setting process and does not apply specific weighting to the corporate performance goals in the annual incentive scorecard; the Compensation Committee carefully considers each goal in its overall evaluation of corporate performance. Below, in an unranked order, are the most important financial performance measures used to link executive compensation actually paid to the NEOs to company performance for the fiscal year ended September 30, 2023: EPS – PS adjusted Relative TSR Net Revenues Growth – VIP adjusted Net Income Growth – VIP adjusted EPS Growth – VIP adjusted

  214. Pay Versus Performance

    | 96 | |

  215. Pay Versus Performance

    | Equity Compensation Plan Information |