DEF 14A of Visa Inc., Dec 9, 2024

DEF 14A of Visa Inc.

Filed Dec 9, 2024 · FY20240001308179-24-000807

Open on EDGAR

  1. Advancing our purpose, strategy, and values

    | Option Exercises and Stock Vested for Fiscal Year 2024 | 85 | | Pension Benefits for Fiscal Year 2024 | 85 | | Non-Qualified Deferred Compensation for Fiscal Year 2024 | 87 | | Employment Arrangements and Potential Payments upon Termination or Change of Control | 90 | | CEO Pay Ratio | 95 | | Pay versus Performance | 96 | | Audit Matters | 100 | | Proposal 3 – Ratification of the Appointment of KPMG LLP | 100 | | Independent Registered Public Accounting Firm Fees | 101 | | Pre-Approval Policies | 101 | | Report of the Audit and Risk Committee | 102 | | Shareholder Proposals | 103 | | Proposal 4 – Shareholder Proposal on Gender-Based Compensation Gaps and Associated Risks | 103 | | Proposal 5 – Shareholder Proposal Requesting a Report on Policy on Merchant Category Codes | 106 | | Proposal 6 – Shareholder Proposal Requesting Adoption of a New Director Election Resignation Governance Guideline | 108 | | Proposal 7 – Shareholder Proposal on Transparency in Lobbying | 111 | | Stock Ownership Information | 115 | | Beneficial Ownership of Equity Securities | 115 | | Delinquent Section 16(a) Reports | 116 | | Equity Compensation Plan Information | 116 | | Voting and Meeting Information | 118 | | Information About Solicitation and Voting | 118 | | Other Information | 123 | | Shareholder Nominations and Proposals for 2026 Annual Meeting | 123 | | Shareholders Sharing the Same Address | 124 | | Fiscal Year 2024 Annual Report and SEC Filings | 124 | | Appendix A: Non-GAAP Financial Information | A1 |

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    Fortify Key Foundations

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    | | | | | | | Network of networks | Technology platforms | Security | Brand | Talent | | The key component of our network of networks strategy is interoperability. We are opening up our network and increasingly using other networks to reach accounts we could not otherwise reach and enabling new types of money movement. | Visa’s leading technology platforms comprise software, hardware, data centers, and a large telecommunications infrastructure. | Our in-depth, multi-layer security approach includes a formal program to devalue sensitive and/or personal data through various cryptographic means; embedded security in the software development lifecycle; identity and access management controls to protect against unauthorized access; and advanced cyber detection and response capabilities. | Visa’s strong brand helps deliver added value to our clients and their customers, financial institutions, merchants, and partners through compelling brand expressions, a wide range of products and services, as well as innovative brand and marketing efforts. | Visa strives to be the premier destination for talent in the payments industry. We aim to create a culture that prioritizes impact, growth, and inclusivity. For more information on talent and human capital management, see page 39. |

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    | 2025 Proxy Statement | 5 |

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    Proxy Voting Roadmap This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting.

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    | PROPOSAL 1 | | | | | Election of Directors The Board recommends a vote FOR each director nominee. | See page 10 |

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    Key Governance Principles and Practices We are committed to corporate governance practices that promote long-term value and strengthen Board and management accountability to our shareholders, clients, and other stakeholders.

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    | Independent Oversight | Accountability to Shareholders | Engaged and Effective Oversight | Other Best Practices | | 91% independent director nominees | Annual director elections with majority vote standard | Average attendance of 98% at Board and committee meetings | Demonstrated commitment to Board refreshment with ongoing focus on director succession | | Independent Board Chair | Annual say-on-pay vote | Corporate responsibility and sustainability (CRS) oversight by Board and committees | Annual Board, committee, and director evaluations | | Regular executive sessions of independent directors | Proactive and ongoing engagement with shareholders | Robust Board oversight processes for strategy and risk | Stock ownership guidelines for directors and executive officers | | 100% independent Board committees | Proxy access (3%/3 years) | Political Participation, Lobbying and Contributions Policy | Compensation governance best practices |

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    Nominee Demographics

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    | Age | Diversity | Independence | | | | | | Tenure | | | | | | |

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    | Average Tenure | 5.9 years | Total Diversity | 73% |

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    | 6 | |

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    Director Nominees

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    | | Lloyd A. Carney, 62 Founder, Chairman & CEO, Carney Global Ventures, LLC Tenure: 9 years Committees: ARC, NCGC Other Public Boards: 2 | | Kermit R. Crawford, 65 Director Tenure: 2 years Committees: ARC, NCGC Other Public Boards: 2 | | Francisco Javier Fernández-Carbajal, 69 Director General, Servicios Administrativos Contry SA de CV Tenure: 17 years Committees: CC, FC Other Public Boards: 2 | | | Ramon Laguarta, 61 Chairman and CEO, PepsiCo, Inc. Tenure: 5 years Committees: FC, NCGC Other Public Boards: 1 | | Teri L. List, 61 Director Tenure: 2 years Committees: ARC, CC Other Public Boards: 3 | | John F. Lundgren, 73 Board Chair Tenure: 7 years Committees: CC, NCGC Other Public Boards: 1 | | | Ryan McInerney, 49 Non-Independent CEO, Visa Tenure: 1 year Committees: - Other Public Boards: - | | Denise M. Morrison, 70 Founder, Denise Morrison & Associates, LLC Tenure: 6 years Committees: ARC, CC Other Public Boards: 2 | | Pamela Murphy, 51 Director Tenure: 1 year Committees: FC, NCGC Other Public Boards: 1 | | | Linda J. Rendle, 46 CEO, The Clorox Company Tenure: 4 years Committees: FC, NCGC Other Public Boards: 1 | | Maynard G. Webb, Jr., 69 Founder, Webb Investment Network Tenure: 11 years Committees: CC, FC Other Public Boards: 1 | | |

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    | Committee Key: | ARC | Audit and Risk Committee | CC | Compensation Committee | FC | Finance Committee | NCGC | Nominating and Corporate Governance Committee | | Chair | | Independent |

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    | (1) Lloyd A. Carney serves as the chair of the Audit and Risk Committee and will continue to serve as chair until the Annual Meeting. Mr. Crawford is expected to fill this role following the Annual Meeting. | | (2) John F. Lundgren serves as the chair of the Nominating and Corporate Governance Committee and will continue to serve as chair until the Annual Meeting. Ms. Morrison is expected to fill this role following the Annual Meeting. | | (3) Denise M. Morrison serves as the chair of the Compensation Committee and will continue to serve as chair until the Annual Meeting. Mr. Carney is expected to fill this role following the Annual Meeting. |

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    | 2025 Proxy Statement | 7 |

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    | PROPOSAL 2 | | | | | Approval, on an Advisory Basis, of Compensation Paid to our Named Executive Officers The Board recommends a vote FOR this proposal. | See page 54 |

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    Principles of our Compensation Program

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    | Pay for Performance | | The foundational principle of our compensation philosophy is pay for performance. We favor variable “at-risk” pay opportunities over fixed pay, with a significant portion of our named executive officers’ (NEO) total compensation determined based on performance against annual and long-term goals and shareholder return. | | Promote Alignment with Stakeholders’ Interests | | We reward performance that meets or exceeds the goals that the Compensation Committee establishes with the objective of increasing shareholder value over time, aligning with other stakeholders’ interests, and driving long-term strategic outcomes, including the Company’s broader CRS efforts, while avoiding compensation-related risk to the Company. | | Attract, Motivate, and Retain Key Talent | | We design our compensation program to be market competitive, and certain components have multi-year vesting and performance requirements to encourage continued service and retention of key talent. |

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    2024 CEO Target Compensation Mix

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    | 8 | |

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    | PROPOSAL 3 | | | | | Ratification of the Appointment of our Independent Registered Public Accounting Firm The Board recommends a vote FOR this proposal. | See page 100 |

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    KPMG Appointment

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    | Independent | | Independent firm with few ancillary services and reasonable fees. | | Experienced | | Significant industry and financial reporting expertise. | | Reviewed Annually | | The Audit and Risk Committee conducted its annual evaluation of KPMG LLP and determined that its retention continues to be in the best interests of Visa and its shareholders. |

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    | PROPOSAL 4-7 | | | | | Shareholder Proposals The Board recommends a vote AGAINST these proposals. | See page 103 | | ●Proposal 4: Shareholder proposal on gender-based compensation gaps and associated risks. ●Proposal 5: Shareholder proposal requesting a report on policy on merchant category codes. ●Proposal 6: Shareholder proposal requesting adoption of a new director election resignation governance guideline. ●Proposal 7: Shareholder proposal on transparency in lobbying. | | |

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    | 2025 Proxy Statement | 9 |

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    Board and Governance Matters

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    | PROPOSAL 1 | | | | Election of Directors The Board recommends a vote "FOR" each director nominee. |

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    | Our Board currently consists of eleven directors, each of whom is nominated for election at our 2025 Annual Meeting, including ten independent directors and our Chief Executive Officer. Each director is elected to serve a one-year term, with all directors subject to annual election. At the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated the following eleven persons to serve as directors for the term beginning at the Annual Meeting on January 28, 2025: 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. 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 shareholders and until his or her successor has been duly elected and qualified or until his or her earlier resignation or removal. |

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    Current Board members. Seated left to right: Ramon Laguarta, Francisco Javier Fernández-Carbajal, and Lloyd A. Carney. Standing left to right: Maynard G. Webb, Jr., Pamela Murphy, Kermit R. Crawford, John F. Lundgren, Teri L. List, Ryan McInerney, Linda J. Rendle, and Denise M. Morrison.

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    Our Board of Directors Qualifications and Background of Board Nominees

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    | Qualifications | | | | | | | | | | | | | | | Payments Seasoned payments expert with a nuanced understanding of the sector. | | | | | | | | | | | | | | Technology Leader in a technology-oriented role or company. | | | | | | | | | | | | | | Senior Leadership Notable experience serving as a senior leader within a business. | | | | | | | | | | | | | | Public Company Boards Extensive experience serving on the board of a public company. | | | | | | | | | | | | | | Financial Deep understanding of the financial side of the business. | | | | | | | | | | | | | | Global Markets Has maintained a global presence having operated worldwide. | | | | | | | | | | | | | | Marketing/Brand Strategic experience with marketing and branding of a business. | | | | | | | | | | | | | | Risk Tenured professional with deep expertise in multiple areas of risk. | | | | | | | | | | | | | | Government/Geo-Political Brings notable exposure navigating a regulatory environment. | | | | | | | | | | | | | | E-Commerce/Mobile Leader in digital channel and e-commerce delivery. | | | | | | | | | | | | | Background | | | | | | | | | | | | | | | Gender Diversity | | | | | | | | | | | | | | African-American/Black | | | | | | | | | | | | | | Latino/Spanish Heritage | | | | | | | | | | | | | Independence | | | | | | | | | | | | | | | 91% of director nominees are independent. | | | | | | | | | | | | | Tenure | | | | | | | | | | | | | | | Years on Board | 9 | 2 | 17 | 5 | 2 | 7 | 1 | 6 | 1 | 4 | 11 |

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    | 2025 Proxy Statement | 11 |

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    Director Nominees 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. Each of our director nominees was last elected by shareholders at the 2024 Annual Meeting.

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    | Lloyd A. Carney | | Specific Qualifications, Experience, Attributes, and Skills Senior Leadership 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 Technology and Global Markets 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. He was responsible for design, implementation, and monitoring of large information security networks. He provides consulting and advisory services on information security to government and private institutions Public Company Boards, Financial, and Risk As a current and former 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 | | | Independent Age: 62 Director Since: June 2015 Board Committees: ●Audit and Risk Committee ●Nominating and Corporate Governance Committee | | | Career Highlights Jamaica ●Ambassador/Special Investment Envoy for Technology (since May 2023) University of Technology, a public university in Jamaica ●Chancellor (since August 2022) Carney Global Ventures, LLC, an early round investor ●Chairman and Chief Executive Officer (since March 2007) Brocade Communications Systems, Inc., a global supplier of networking hardware and software ●Chief Executive Officer and director (from January 2013 to November 2017) Xsigo Systems, an information technology and hardware company ●Chief Executive Officer and director (from 2008 to 2012) Micromuse, Inc., a networking management software company, acquired by IBM ●Chief Executive Officer and Chairman of the Board (from 2003 to 2006) | | | | Other Public Company Directorships Current Public Company Boards: ●Grid Dynamics Holdings Inc. (Chairman) ●Vertex Pharmaceuticals Previous Public Company Boards: ●Nuance Communications, Inc. (Chairman) ●Brocade Communications Systems, Inc. ●Cypress Semiconductor Corporation ●Micromuse, Inc. (Chairman) | | Educational Background 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 |

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    | Skills | | | | | | | | | | | | | | | | Technology | | Senior Leadership | | Public Company Boards | | Financial | | Global Markets | | Risk | | Government/ Geo-Political |

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    | Kermit R. Crawford | | Specific Qualifications, Experience, Attributes, and Skills Senior Leadership and Marketing/Brand 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 Public Company Boards and Risk As a current and former director of publicly-traded and private companies, he has accumulated extensive experience with corporate governance, business strategy and operations, and risk management and controls | | | Independent Age: 65 Director Since: October 2022 Board Committees: ●Audit and Risk Committee ●Nominating and Corporate Governance Committee | | | Career Highlights Rite Aid Corporation, a retail drugstore chain ●President and Chief Operating Officer (from October 2017 to March 2019) Sycamore Partners, a private equity firm specializing in consumer, distribution, and retail-related investments ●Operating Partner, Retail and Healthcare (from 2015 to 2017) Walgreens Boots Alliance Inc., a holding company that owns retail pharmacy chains Walgreens and Boots ●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) | | | | Other Public Company Directorships Current Public Company Boards: ●C.H. Robinson Worldwide, Inc. ●The Allstate Corporation Previous Public Company Boards: ●TransUnion | | Educational Background B.S. degree from The College of Pharmacy and Health Sciences at Texas Southern University |

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    | Skills | | | | | | | | | | | | Senior Leadership | | Public Company Boards | | Financial | | Marketing/Brand | | Risk |

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    | 2025 Proxy Statement | 13 |

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    | Francisco Javier Fernández-Carbajal | | Specific Qualifications, Experience, Attributes, and Skills Senior Leadership 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, President, and Chief Financial Officer Payments and Risk His background and career in the payments and financial services industry in Mexico enable him to bring a global perspective 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 Global Markets, Financial, and Government/Geo-Political 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 | | | Independent Age: 69 Director Since: October 2007 Board Committees: ●Compensation Committee ●Finance Committee | | | Career Highlights Consultant and Wealth Management Advisor ●Public and private investment transactions (since January 2002) Servicios Administrativos Contry S.A. de C.V., a privately held company that provides central administrative and investment management services ●Chief Executive Officer (since June 2005) Grupo Financiero BBVA Bancomer, S.A., a Mexico-based banking and financial services company that owns BBVA Bancomer, one of Mexico’s largest banks ●Chief Executive Officer of the Corporate Development Division (from July 2000 to January 2002) ●President (from October 1999 to July 2000) ●Chief Financial Officer (from October 1995 to October 1999) ●Other senior executive positions (from September 1991 to October 1995) | | | | Other Public Company Directorships Current Public Company Boards: ●ALFA S.A.B. de C.V. ●CEMEX S.A.B. de C.V. ●Fomento Economica Mexicano S.A.B. de C.V. (Alternate Director) Previous Public Company Boards: ●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. | | Educational Background Degree in Mechanical and Electrical Engineering from the Instituto Tecnológico y de Estudios Superiores de Monterrey and an M.B.A. degree from Harvard Business School |

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    | Skills | | | | | | | | | | | | | | | | Payments | | Senior Leadership | | Public Company Boards | | Financial | | Global Markets | | Risk | | Government/ Geo-Political |

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    | Ramon Laguarta | | Specific Qualifications, Experience, Attributes, and Skills Senior Leadership and Public Company Boards Strong leadership skills and extensive consumer packaged goods experience gained from over 25 years in a variety of senior operational and executive roles and as a director at PepsiCo enable him to provide valuable market and consumer insights Global Markets His numerous international senior management positions, including leading PepsiCo 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, provide an invaluable perspective 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 | | | Independent Age: 61 Director Since: November 2019 Board Committees: ●Finance Committee ●Nominating and Corporate Governance Committee | | | Career Highlights PepsiCo, Inc., a multinational food, snack, and beverage corporation Several senior positions for over 25 years, including: ●Chief Executive Officer and Director (since October 2018) and Chairman of the Board (since February 2019) ●President (from 2017 to 2018) ●Chief Executive Officer, Europe Sub-Saharan Africa (from 2015 to 2017) ●Chief Executive Officer, PepsiCo Europe (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 (2001 to 2003) ●General Manager, Greece and Cyprus (from 1999 to 2001) ●Vice President, Marketing, Spain Snacks (from 1998 to 1999) ●Vice President, Business Development, Spain Snacks (from 1996 to 1998) Chupa Chups, S.A., a Spanish leading confectionery company ●General Manager, United States (from 1992 to 1996) ●Business Director, Far East (from 1989 to 1992) ●Business Director, Middle East (from 1988 to 1989) | | | | Other Public Company Directorships Current Public Company Boards: ●PepsiCo, Inc. (Chairman) Previous Public Company Boards: None | | Educational Background M.B.A. degree 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 |

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    | Skills | | | | | | | | | | Senior Leadership | | Public Company Boards | | Financial | | Global Markets |

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    | 2025 Proxy Statement | 15 |

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    | Teri L. List | | Specific Qualifications, Experience, Attributes, and Skills Senior Leadership 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 Public Company Boards, Financial, and Risk Having served as the Chief Financial Officer of large publicly-traded companies, and through her current and former public company 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 | | | Independent Age: 61 Director Since: April 2022 Board Committees: ●Audit and Risk Committee ●Compensation Committee | | | Career Highlights Gap Inc., a global clothing retailer ●Executive Vice President and Chief Financial Officer (from January 2017 until her retirement in June 2020) Dick’s Sporting Goods, Inc., a sporting goods retail company ●Executive Vice President and Chief Financial Officer (from August 2015 to August 2016) Kraft Foods Group Inc., a food and beverage company ●Advisor (from March 2015 to May 2015) ●Executive Vice President and Chief Financial Officer (from December 2013 to February 2015) ●Senior Vice President, Finance (from September 2013 to December 2013) The Procter & Gamble Company, a multinational consumer goods corporation ●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) ●Various positions of increasing authority (from 1994 to 1999) Deloitte LLP, an auditing, consulting, tax, and advisory services firm ●Senior Manager (from 1985 to 1994) | | | | Other Public Company Directorships Current Public Company Boards: ●Danaher Corporation ●Microsoft Corporation ●lululemon athletica, inc. Previous Public Company Boards: ●Double Verify Holdings ●Oscar Health, Inc. | | Educational Background Bachelor’s degree in accounting from Northern Michigan University; and a certified public accountant |

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    | Skills | | | | | | | | | | | | | | Senior Leadership | | Public Company Boards | | Financial | | Global Markets | | Risk | | E-Commerce/Mobile |

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    | John F. Lundgren | | Specific Qualifications, Experience, Attributes, and Skills Senior Leadership Substantial executive leadership and brand experience from having served for over 12 years as Chief Executive Officer and Chairman of Stanley Black & Decker and The Stanley Works Global Markets Gained knowledge and experience with consumer markets in Europe from having served as President, European Consumer Products of Georgia Pacific Corporation, Fort James Corporation, and James River Corporation for over 10 years Financial and Risk 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 Public Company Boards As a current and former director of other public companies, he has experience with corporate governance, risk management, and business strategy and operation As Visa’s Board Chair and previously Lead Independent Director, he has developed strong working relationships with his fellow directors and gained their respect and trust, demonstrating effective leadership and functioning of the Board | | | Independent Age: 73 Director Since: April 2017 Board Committees: ●Compensation Committee ●Nominating and Corporate Governance Committee | | | Career Highlights Visa ●Board Chair (since January 2024) and Lead Independent Director (April 2019 to January 2024) Stanley Black & Decker, Inc., a manufacturer of industrial tools and household hardware ●Chief Executive Officer (from March 2010 until his retirement in July 2016) ●Chairman (until December 2016) The Stanley Works, a worldwide supplier of consumer products, industrial tools, and security solutions for professional, industrial, and consumer use ●Chairman and Chief Executive Officer (from March 2004 until its merger with Black & Decker in March 2010) Georgia-Pacific Corporation, manufacturer and distributor of tissue, pulp, paper, packaging, building products, and related chemicals ●President (from January 2000 to February 2004) Fort James Corporation, pulp and paper company ●President of European Consumer Products (from 1997 to 2000 until its acquisition by Georgia-Pacific) James River Corporation, pulp and paper company ●President of European Consumer Products (from 1995 to 1997) | | | | Other Public Company Directorships Current Public Company Boards: ●Topgolf Callaway Brands Corp (Chairman) Previous Public Company Boards: ●Stanley Black & Decker, Inc. ●Staples, Inc. | | Educational Background B.A. degree from Dartmouth College and an M.B.A. degree from Stanford University |

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    | Skills | | | | | | | | | | | | | | Senior Leadership | | Public Company Boards | | Financial | | Global Markets | | Marketing/Brand | | Risk |

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    | 2025 Proxy Statement | 17 |

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    | Ryan McInerney | | Specific Qualifications, Experience, Attributes, and Skills Senior Leadership As Visa’s Chief Executive Officer and previous President, he brings significant senior leadership and direct knowledge and experience in Visa’s culture, business development, strategy, growth, and long-term success Payments, Global Markets, and Risk A seasoned industry veteran with deep expertise in payments, global financial services, and mobile technology Technology and E-Commerce/Mobile Gained extensive consumer and mobile banking service experience from serving in various senior management roles, including as Chief Executive Officer and Chief Operating Officer of divisions of a global financial services firm | | | Age: 49 Director Since: February 2023 Board Committees: None | | | Career Highlights Visa ●Chief Executive Officer, Visa Inc. (since February 2023) ●President (from May 2013 to January 2023) JPMorgan Chase, a global financial services firm ●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) ●Head of Product and Marketing for Consumer Banking (from 2005 to 2008) McKinsey & Company, a global management consulting firm ●Principal in the firm’s retail banking and payments practices (from 1997 to 2005) | | | | Other Public Company Directorships Current Public Company Boards: None Previous Public Company Boards: None | | Educational Background Bachelor’s degree in Finance from the University of Notre Dame |

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    | Skills | | | | | | | | | | | | Payments | | Technology | | Senior Leadership | | Public Company Boards | | Financial | | | Global Markets | | Marketing/Brand | | Risk | | Government/Geo-Political | | E-Commerce/Mobile |

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    | 18 | |

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    | Denise M. Morrison | | Specific Qualifications, Experience, Attributes, and Skills Senior Leadership 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 Board Global Markets Distinguished record of building strong businesses and growing iconic brands, having served over 15 years as Chief Executive Officer and in other senior management roles at The Campbell’s Company, whose products are sold in over 120 countries around the world Public Company Boards and Marketing/Brand 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 current and former board and committee service with public and private companies provide her with a strong understanding of the effective functioning of corporate governance structures | | | Independent Age: 70 Director Since: August 2018 Board Committees: ●Audit and Risk Committee ●Compensation Committee | | | Career Highlights Denise Morrison & Associates, LLC, a consulting firm ●Founder (since October 2018) The Campbell’s Company, a food and beverage company ●President and Chief Executive Officer (from August 2011 to May 2018) ●Board member (from October 2010 to May 2018) ●Executive Vice President and Chief Operating Officer (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) ●President, Global Sales and Chief Customer Officer (from April 2003 to May 2005) Kraft Foods, Inc., a food and beverage company ●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) ●Area Vice President, West, Nabisco Sales and Integrated Logistics (from 1995 to 1997) Nestle SA ●Senior marketing and sales positions (from 1984 to 1995) PepsiCo, Inc. ●Business Development manager (from 1982 to 1984) The Procter & Gamble Company ●Manager and sales positions (from 1975 to 1982) | | | | Other Public Company Directorships Current Public Company Boards: ●MetLife, Inc. ●Quest Diagnostics Inc. Previous Public Company Boards: ●The Campbell’s Company | | Educational Background B.S. degrees in Economics and Psychology from Boston College |

  59. Fortify Key Foundations

    | Skills | | | | | | | | | | | | | | | | Senior Leadership | | Public Company Boards | | Financial | | Global Markets | | Marketing/Brand | | Risk | | E-Commerce/ Mobile |

  60. Fortify Key Foundations

    | 2025 Proxy Statement | 19 |

  61. Fortify Key Foundations

    | Pamela Murphy | | Specific Qualifications, Experience, Attributes, and Skills Senior Leadership Over 20 years of experience in the software and technology industries that includes senior leadership positions at global companies of scale Technology and Global Markets 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 Public Company Boards and Risk Her experience as Chief Executive Officer of a cybersecurity software company and as a current and former board member of publicly-traded companies contributes to the Board’s oversight of Visa’s strategies, operations, systems security, and risk management | | | Independent Age: 51 Director Since: April 2023 Board Committees: ●Finance Committee ●Nominating and Corporate Governance Committee | | | Career Highlights Imperva, Inc., a cybersecurity software and services provider ●Chief Executive Officer (from 2020 to 2024) Infor, Inc., an enterprise software company ●Chief Operating Officer (from 2011 to 2019) ●Senior Vice President, Corporate Operations (from 2010 to 2011) Oracle Corporation, a computer technology corporation ●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) ●Senior Manager, EMEA Finance (from 2000 to 2002) Arthur Andersen LLP, an Accounting and Business Advisory firm ●Senior Manager, Business Consulting (from 1997 to 2000) ●Auditor (from 1995 to 1997) | | | | Other Public Company Directorships Current Public Company Boards: ●Rockwell Automation, Inc. Previous Public Company Boards: ●MeridianLink, Inc. | | Educational Background Bachelor of Commerce in Accounting and Finance from the University of Cork, Ireland, and a Fellow of the Institute of Chartered Accountants in Ireland |

  62. Fortify Key Foundations

    | Skills | | | | | | | | | | | | | | Technology | | Senior Leadership | | Public Company Boards | | Financial | | Global Markets | | Risk |

  63. Fortify Key Foundations

    | 20 | |

  64. Fortify Key Foundations

    | Linda J. Rendle | | Specific Qualifications, Experience, Attributes, and Skills Senior Leadership 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 Global Markets and Marketing/Brand 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 | | | Independent Age: 46 Director Since: November 2020 Board Committees: ●Finance Committee ●Nominating and Corporate Governance Committee | | | Career Highlights The Clorox Company, a global consumer products company ●Board Chair (since January 2024) ●Chief Executive Officer (since September 2020) ●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) ●VP, Sales, Director of Sales Planning and Senior Sales Analyst (from January 2003 to April 2012) Procter & Gamble, a global consumer products company ●Several positions in sales management (from August 2000 to December 2002) | | | | Other Public Company Directorships Current Public Company Boards: ●The Clorox Company (Chair) Previous Public Company Boards: None | | Educational Background Bachelor’s degree in Economics from Harvard University |

  65. Fortify Key Foundations

    | Skills | | | | | | | | | | | | | | | | Senior Leadership | | Public Company Boards | | Financial | | Global Markets | | Marketing/Brand | | Risk | | E-Commerce/ Mobile |

  66. Fortify Key Foundations

    | 2025 Proxy Statement | 21 |

  67. Fortify Key Foundations

    | Maynard G. Webb, Jr. | | Specific Qualifications, Experience, Attributes, and Skills Senior Leadership 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 Technology and Payments 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 Financial and E-Commerce/Mobile 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 | | | Independent Age: 69 Director Since: January 2014 Board Committees: ●Compensation Committee ●Finance Committee | | | Career Highlights Webb Investment Network, an early stage investment firm ●Founder (since 2010) LiveOps, Inc., a cloud-based call center ●Chairman of the Board (from 2008 to 2013) ●Chief Executive Officer (from December 2006 to July 2011) eBay, Inc., a global commerce and payments provider ●Chief Operating Officer (from June 2002 to August 2006) ●President of eBay Technologies (from August 1999 to June 2002) Gateway, Inc., a computer manufacturer ●Senior Vice President and Chief Information Officer (from July 1998 to August 1999) Bay Networks, Inc., a computer networking products manufacturer ●Vice President and Chief Information Officer (from February 1995 to July 1998) | | | | Other Public Company Directorships Current Public Company Boards: ●Salesforce, Inc. Previous Public Company Boards: ●Extensity, Inc. ●Gartner, Inc. ●Hyperion Solutions Corporation ●Niku Corporation ●Yahoo! Inc. | | Educational Background Bachelor of Applied Arts degree from Florida Atlantic University |

  68. Fortify Key Foundations

    | Skills | | | | | | | | | | Payments | | Technology | | Senior Leadership | | Public Company Boards | | | Financial | | Global Markets | | Marketing/Brand | | E-Commerce/Mobile |

  69. Fortify Key Foundations

    | 22 | |

  70. Fortify Key Foundations

    Board Composition and Refreshment In addition to executive and management succession, the Nominating and Corporate Governance Committee regularly oversees and plans for director succession and refreshment of the Board to cultivate a mix of skills, experience, tenure, and diversity that promotes and supports the Company’s long-term strategy. In doing so, the Nominating and Corporate Governance Committee takes into consideration the overall needs, composition, and size of the Board, as well as the criteria adopted by the Board regarding director candidate qualifications, which are described in the section entitled Assess Candidates Against Skills and Qualifications Needed on Board. Individuals identified by the Nominating and Corporate Governance Committee as qualified to become directors are then recommended to the Board for nomination or election. Process for Nomination of Director Candidates As part of its assessment, the Nominating and Corporate Governance Committee considers directors’ and candidates’ independence, as well as directors’ and candidates’ other time commitments and experience. After an in-depth review of the candidates, the Nominating and Corporate Governance Committee recommends candidates to the Board in accordance with its charter, our Certificate of Incorporation and Bylaws, our Corporate Governance Guidelines, and the criteria adopted by the Board regarding director candidate qualifications. After careful review and consideration, the Board nominates candidates for election, or reelection, at our annual meeting of shareholders. The Board may appoint a director to the Board during the year to serve until the next meeting of shareholders.

  71. Fortify Key Foundations

    | 2025 Proxy Statement | 23 |

  72. Fortify Key Foundations

    | 1 | Consider Nominations from Various Sources We receive recommendations for new directors from an independent search firm, our independent directors, management, and shareholders. The primary functions served by the search firm include identifying potential candidates who meet the key attributes, experience, and skills described below, 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. Shareholders may recommend a director candidate to be considered for nomination by the Nominating and Corporate Governance Committee by providing the information specified in our Corporate Governance Guidelines to our Corporate Secretary within the timeframe specified for shareholder nominations of directors in our Bylaws. For additional information regarding the process for proposing director candidates to the Nominating and Corporate Governance Committee for consideration, please see our Corporate Governance Guidelines. Shareholders who wish to nominate a person for election as a director at an annual meeting of shareholders must follow the procedure described under Other Information – Shareholder Nominations and Proposals for 2026 Annual Meeting of this proxy statement. For additional information regarding this process, please see our Bylaws. The Nominating and Corporate Governance Committee applies the same standards in considering director candidates submitted by shareholders as it does in evaluating other candidates, including incumbent directors. | | 2 | Assess Candidates Against Skills and Qualifications Needed on Board The identification and selection of qualified directors is a complex and subjective process that requires consideration of many intangible factors and is significantly influenced by the needs of the Board from time to time. As a result, there is no specific set of minimum qualifications, qualities, or skills that are necessary for a nominee to possess, other than those that are necessary to meet U.S. legal, regulatory, and New York Stock Exchange (NYSE) listing requirements and the provisions of our Certificate of Incorporation, Bylaws, Corporate Governance Guidelines, and charters of the Board’s committees. However, the Nominating and Corporate Governance Committee and the Board have identified the ten skills and qualifications listed below as important factors for membership on the Board. |

  73. Fortify Key Foundations

    | | | | | | | Payments | Technology | Senior Leadership | Public Company Boards | Financial |

  74. Fortify Key Foundations

    | | | | | | | Global Markets | Marketing & Brand | Risk | Government & Geo-Political | E-Commerce & Mobile |

  75. Fortify Key Foundations

    New candidates meet with our directors, and the Board screens their qualifications to assess how the candidates may further enhance the composition of our Board.

  76. Fortify Key Foundations

    | 24 | |

  77. Fortify Key Foundations

    | 3 | Assess Director Time Commitment and Engagement Our Board’s evaluation process assesses individual director performance to confirm appropriateness of continued Board service. See page 33 for a description of the Board’s evaluation processes. Our Board also considers appropriate limits for our directors’ outside public board service and annually assesses directors’ other time commitments. Through the Nominating and Corporate Governance Committee, the Board annually reviews the Corporate Governance Guidelines, which include limitations on directors’ ability to serve on the boards of other companies. The Nominating and Corporate Governance Committee considers many factors when assessing the continued appropriateness of our polices with respect to outside public board service, including the following: ●time commitment required by Visa in conjunction with Board and committee meeting attendance; ●the scope of responsibilities of individual committees; ●individual contributions at our Board and committee meetings, taking into account the director’s general engagement, effectiveness, and preparedness; ●peer review feedback from directors throughout the year and the results of the annual Board evaluation; ●whether the director is currently employed or retired from full-time employment; ●the number of other boards on which the director is a member and the role of the director on these boards with consideration given to public company board leadership positions; ●any industry or other commonalities between outside boards that aid in the director’s efficiencies serving on such boards; ●input from our shareholders during engagement; and ●the corporate governance guidelines adopted by our peers and other significant public companies. Our Corporate Governance Guidelines establish the following limits on our directors serving on publicly-traded company boards and audit committees: |

  78. Fortify Key Foundations

    | Director Category | Limit on publicly traded company board and committee service, including Visa | | Directors generally | 4 boards | | Directors who are executives of a publicly-traded company | 2 boards | | Directors who serve on our Audit and Risk Committee | 3 audit committees |

  79. Fortify Key Foundations

    The Nominating and Corporate Governance Committee may grant exceptions to the limits on a case-by-case basis after taking into consideration the facts and circumstances of the request. Our Corporate Governance Guidelines provide that prior to accepting an invitation to serve on the board or audit committee of another publicly-traded company, a director should advise our Corporate Secretary of the invitation. The Corporate Secretary will review the matter with the Board Chair, the Chair of the Nominating and Corporate Governance Committee, and the Chief Executive Officer, so that the Board, through the Nominating and Corporate Governance Committee, has the opportunity to review the director’s ability to continue to fulfill his or her responsibilities as a member of the Company’s Board or Audit and Risk Committee. When reviewing such a request, the Nominating and Corporate Governance Committee considers a number of factors, including the director’s other time commitments and leadership positions on boards, record of attendance at Board and committee meetings, potential conflicts of interest and other legal considerations, and the impact of the proposed directorship or audit committee service on the director’s availability. The Nominating and Corporate Governance Committee conducted a review of director commitments for our 2025 director nominees and affirmed that all nominees, with the exception of Ms. List (as discussed below), are compliant with our board limit policy, and believes that all directors currently have sufficient capacity to effectively serve as members of the Visa Board. Ms. List serves on three public company audit committees in addition to being a member of our Audit and Risk Committee. The Nominating and Corporate Governance Committee and the Board considered Ms. List’s service on four public company audit committees, including her professional qualifications, former experience as a public company chief financial officer, and the nature of and time involved in her service on other boards. Following this review, the Board determined that such simultaneous service would not impair the ability of Ms. List to effectively serve on the Company’s Audit and Risk Committee and waived the limit for service on the Audit and Risk Committee.

  80. Fortify Key Foundations

    | 2025 Proxy Statement | 25 |

  81. Fortify Key Foundations

    | 4 | Consider Diversity of Candidates The Board, through the Nominating and Corporate Governance Committee, strives to be a board that reflects the diversity of our key stakeholders around the world (clients, customers, employees, business partners, and shareholders). While the Board does not have a formal policy on diversity, the Board’s practice in assembling the Board is to have wide diversity in terms of business experiences, functional skills, gender, race, ethnicity, and cultural backgrounds. To support this objective, the Nominating and Corporate Governance Committee instructs any search firm that is engaged to identify director candidates to include women and candidates from underrepresented groups in the pool from which the Nominating and Corporate Governance Committee considers director candidates. The Nominating and Corporate Governance Committee assesses its effectiveness in balancing these considerations in connection with its annual evaluation of the composition of the Board. Six diverse directors have been added in the past six years. | | 5 | Review Independence and Potential Conflicts The NYSE’s listing standards and our Corporate Governance Guidelines provide that a majority of our Board and every member of the Audit and Risk, Compensation, and Nominating and Corporate Governance committees must be “independent.” Our Certificate of Incorporation further requires that at least 58% of our Board be independent. Of the Board nominees, 91% are independent. Under the NYSE’s listing standards, our Corporate Governance Guidelines, and our Certificate of Incorporation, no director will be considered to be independent unless our Board affirmatively determines that such director has no direct or indirect material relationship with Visa or our management. Our Board reviews the independence of its members annually and has adopted guidelines to assist it in making its independence determinations, including categorical standards of director independence that describe certain relationships that are deemed to be not material when assessing director independence and therefore shall not disqualify any director or nominee from being considered independent. In the event a director or nominee has a relationship with the Company that is relevant to his or her independence and is not addressed by the categorical independence standards, the Board determines in its judgment whether such relationship is material. For details, see our Corporate Governance Guidelines, which can be found on the Investor Relations page of our website at investor.visa.com under “Corporate Governance.” In October 2024, with the assistance of legal counsel, our Board conducted its annual review of director independence taking into account the NYSE listing standards and our independence guidelines set forth in our Corporate Governance Guidelines. As a result of its review, the Board (upon recommendation of the Nominating and Corporate Governance Committee) affirmatively determined that each of our non-employee directors (Lloyd A. Carney, Kermit R. Crawford, Francisco Javier Fernández-Carbajal, Ramon Laguarta, Teri L. List, John F. Lundgren, Denise M. Morrison, Pamela Murphy, Linda J. Rendle, and Maynard G. Webb, Jr.) is “independent” as that term is defined in the NYSE’s listing standards, our independence guidelines, and our Certificate of Incorporation. In addition, the Board previously determined that Alfred F. Kelly, Jr., who retired from the Board at our 2024 Annual Meeting of Shareholders, was not “independent” while he served on the Board during fiscal year 2024 due to his former service as our Executive Chairman. In addition, the Board determined that each member of the Audit and Risk Committee and the Compensation Committee meets the additional, heightened independence criteria applicable to such committee members under the NYSE rules. | | 6 | Selection of Candidates and Board Refreshment The Nominating and Corporate Governance Committee’s work on director succession and refreshment have resulted in seven new directors being added to the Board since 2018. This intentional and planned approach has resulted in a mix of skills, experience, tenure, and diversity that promotes and supports the Company’s long-term strategy. |

  82. Fortify Key Foundations

    | 26 | |

  83. Compensation Committee

    | | “Following a year of leadership changes, in 2024 we maintained continuity in our compensation principles and design, and we set rigorous performance goals to drive results consistent with Visa’s corporate strategy. These compensation decisions reflect the Compensation Committee’s view that Visa’s executive officers demonstrate the ability to lead the Company and deliver results for shareholders in an increasingly complex business landscape.” – Denise M. Morrison, Compensation Committee Chair | Committee members: Francisco Javier Fernández-Carbajal Teri L. List John F. Lundgren Denise M. Morrison, Chair Maynard G. Webb, Jr. Number of meetings in fiscal year 2024: 6 |

  84. Finance Committee

    | | “We took a holistic view of Visa’s M&A activity, emphasizing priority areas and long-term strategic goals, as well as evaluating the integration efforts and the performance of prior acquisitions. We also assessed how to best optimize Visa’s capital structure.” – Maynard G. Webb, Jr., Finance Committee Chair | Committee members: Francisco Javier Fernández-Carbajal Ramon Laguarta Pamela Murphy Linda J. Rendle Maynard G. Webb, Jr., Chair Number of meetings in fiscal year 2024: 5 |

  85. Nominating and Corporate Governance Committee

    | Recoupment Policies ●In addition to the mandatory provisions regarding incentive compensation as required by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act), our Clawback Policy authorizes the Board to recover additional types of compensation, including time-based restricted stock units and stock options, paid to all current and former Executive Committee members and Section 16 officers 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, where permitted by applicable law. | Capped Incentive Awards ●Annual incentive awards and performance share awards are capped at 200% of target for executive officers. | Multiple Performance Factors ●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. ●The annual incentive design encourages NEOs to perform relative to a variety of goals that are aligned with the Company’s strategy, rather than focusing solely on financial goals. | | | Stock Ownership Guidelines ●Our guidelines call for significant stock ownership, which aligns the interests of our executive officers with the long-term interests of our stakeholders. | | | | A Balanced Mix of Compensation Elements ●The compensation mix for our executive officers consists of salary, annual cash incentives, and long-term equity incentives, with a significant portion in the form of equity awards that align with long-term performance. | Long-Term Incentives ●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. |

  86. Nominating and Corporate Governance Committee

    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. McInerney, our Chief Executive Officer, does not receive additional compensation for his service as a director. Similarly, Mr. Kelly, our former Executive Chairman, did not receive additional compensation for his service as a director. The Compensation Committee, which is composed solely of independent directors, has the primary responsibility for reviewing and considering any revisions to our non-employee director compensation program. In July 2023, the Compensation Committee undertook its annual review of non-employee director compensation for fiscal year 2024, 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 $235,000 to $260,000 for grants made on or after the date of the 2024 Annual Meeting of Shareholders. 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 $90,000 to $100,000, and for the chair of the Nominating and Corporate Governance Committee from $20,000 to $25,000, each effective October 1, 2023. Subsequent to these decisions, in connection with Mr. Lundgren’s appointment to the independent Board Chair position, the Compensation Committee recommended that the Board approve an annual cash retainer for the Board Chair position in the amount of $225,000, effective for quarterly payments starting April 1, 2024. Effective after April 1, 2024, Mr. Lundgren no longer received the additional cash retainer for the Lead Independent Director position. The increase in the annual cash retainers, and the amount and form of payment for the Board Chair retainer, were determined in consultation with the Compensation Committee’s independent compensation consultant based on peer group data and to reflect the time commitment and contributions expected of the positions. The Board approved the changes described above following each recommendation from the Compensation Committee. Overview

  87. Nominating and Corporate Governance Committee

    | ●No Fees for Board or Committee Meeting Attendance: Meeting attendance is an expected part of Board service. ●Emphasis on Equity: There is an emphasis on equity in the overall compensation mix to further align interests with stakeholders. ●Recognition of Special Roles: Special roles, such as Board leadership positions and committee chairs, are recognized for their additional time commitments. ●Annual Equity Grants with Immediate Vesting: Equity awards are granted annually with a fixed value, providing alignment with stakeholders’ interests and mitigating potential compensation-related risk. ●Limited Perquisites and No Related Tax Gross-Ups: Other benefits, such as matching charitable contributions, are limited. | |

  88. Nominating and Corporate Governance Committee

    U.S.-based directors may defer the payment of all or a portion of the cash retainer payments, as described below under Executive Compensation – Non-qualified Deferred Compensation for Fiscal Year 2024 – Visa Directors Deferred Compensation Plan. All cash retainers are paid in quarterly installments unless a director elected to defer the payment. Directors are also reimbursed for customary expenses incurred while attending meetings of the Board and its committees. Equity Compensation Each non-employee director receives an annual equity grant under the shareholder-approved Visa Inc. 2007 Equity Incentive Compensation Plan, as amended and restated (2007 Equity Incentive Compensation Plan). On January 23, 2024, the date of our 2024 Annual Meeting of Shareholders, each non-employee director received a restricted stock unit grant determined by dividing $260,000 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 Shareholders, 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. No such awards for newly appointed or departing directors were granted in fiscal year 2024. Restricted stock unit grants to all non-employee directors vest immediately upon grant. Directors may elect to defer settlement of all or a portion of their equity grants. The 2007 Equity Incentive Compensation Plan 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.

  89. Nominating and Corporate Governance Committee

    Other Policies and Practices Stock Ownership Guidelines The stock ownership guidelines for our non-employee directors specify that each director is required to own shares of our class A common stock equal to five times the annual Board membership cash retainer. Equity interests that count toward satisfaction of the guidelines include shares owned outright by the director, shares jointly owned, restricted stock, restricted stock units, and any deferred restricted stock units. Directors have five years from the date they become a member of the Board to attain these ownership levels. Each non-employee director with at least five years of service on our Board met or exceeded the ownership guidelines as of the last day of fiscal year 2024. Our insider trading policy prohibits directors from hedging the economic risk of their stock ownership or pledging their shares. Charitable Matching Gift Program Our non-employee directors may participate in the Board Charitable Matching Gift Program. Under this program, contributions to eligible non-profit organizations are matched by the Visa Foundation, up to a maximum of $15,000 per director per calendar year. Our U.S. non-employee directors may also participate in our Political Action Committee (PAC) Charitable Matching Program. Under this program, when non-employee directors contribute to the Visa PAC, Visa matches their contribution to a qualifying charity or charities the non-employee director selects, up to a maximum of $5,000 per director per calendar year. Director Compensation for Fiscal Year 2024 The following tables provide information on the total compensation earned by each of our non-employee directors who served during fiscal year 2024.

  90. Nominating and Corporate Governance Committee

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Lloyd A. Carney | 175,000 | 259,867 | 20,000 | 454,867 | | Kermit R. Crawford | 145,000 | 259,867 | 5,000 | 409,867 | | Francisco Javier Fernández-Carbajal | 145,000 | 259,867 | — | 404,867 | | Ramon Laguarta | 145,000 | 259,867 | — | 404,867 | | Teri L. List | 145,000 | 259,867 | 10,000 | 414,867 | | John F. Lundgren | 327,500 | 259,867 | 5,000 | 592,367 | | Denise M. Morrison | 170,000 | 259,867 | 5,000 | 434,867 | | Pamela Murphy | 145,000 | 259,867 | 5,000 | 409,867 | | Linda J. Rendle | 145,000 | 259,867 | 5,000 | 409,867 | | Maynard G. Webb, Jr. | 175,000 | 259,867 | 5,000 | 439,867 |

  91. Nominating and Corporate Governance Committee

    | (1) The table below sets forth additional information with respect to the amounts reported in the “Fees Earned or Paid in Cash” column. |

  92. Nominating and Corporate Governance Committee

    | 50 | |

  93. Nominating and Corporate Governance Committee

    | Name | Board Retainer ($) | Board Chair Retainer ($) | Lead Independent Director Retainer ($) | Audit and Risk Committee Chair/ Member Retainer ($) | Compensation Committee Chair/Member Retainer ($) | Finance Committee Chair/ Member Retainer ($) | Nominating and Corporate Governance Committee Chair/Member Retainer ($) | | Lloyd A. Carney | 110,000 | — | — | 50,000 | — | — | 15,000 | | Kermit R. Crawford | 110,000 | — | — | 20,000 | — | — | 15,000 | | Francisco Javier Fernández-Carbajal | 110,000 | — | — | — | 15,000 | 20,000 | — | | Ramon Laguarta | 110,000 | — | — | — | — | 20,000 | 15,000 | | Teri L. List | 110,000 | — | — | 20,000 | 15,000 | — | — | | John F. Lundgren | 110,000 | 112,500 | 50,000 | — | 15,000 | — | 40,000 | | Denise M. Morrison | 110,000 | — | — | 20,000 | 40,000 | — | — | | Pamela Murphy | 110,000 | — | — | — | — | 20,000 | 15,000 | | Linda J. Rendle | 110,000 | — | — | — | — | 20,000 | 15,000 | | Maynard G. Webb, Jr. | 110,000 | — | — | — | 15,000 | 50,000 | — |

  94. Nominating and Corporate Governance Committee

    | (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 2024 audited consolidated financial statements, which are included in our Annual Report on Form 10-K filed with the SEC on November 13, 2024. | | (3) Amounts include the matching contributions Visa Foundation made on behalf of the following directors for fiscal year 2024 pursuant to the Board Charitable Matching Gift Program: $15,000 for Mr. Carney and $5,000 for Ms. List. The amounts also include the $5,000 matching contributions Visa made on behalf of each of the following directors for fiscal year 2024 pursuant to its PAC Charitable Matching Program: Mr. Carney, Mr. Crawford, Ms. List, Mr. Lundgren, Ms. Morrison, Ms. Murphy, Ms. Rendle, and Mr. Webb. |

  95. Nominating and Corporate Governance Committee

    Fiscal Year 2025 Director Compensation After consultation with its independent compensation consultant, and pursuant to the annual compensation review process described above, in July 2024, the Compensation Committee determined that it would not recommend any changes to the non-employee director compensation program for fiscal year 2025.

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    | 2025 Proxy Statement | 51 |

  97. Nominating and Corporate Governance Committee

    Executive Officers Biographical data for each of our current executive officers is set forth below, excluding the biography of Mr. McInerney, which is included under Director Nominee Biographies above. Of our six executive officers, 50% are diverse by race or ethnicity (Messrs. Fabara, Suh, and Taneja) and 33% are women (Mses. Mahon Tullier and Rottenberg).

  98. Nominating and Corporate Governance Committee

    | Paul D. Fabara Chief Risk and Client Services Officer Age: 59 | ●Joined Visa in September 2019 ●Leads the global risk and client operations functions. Responsible for maintaining the integrity and security of the Visa payment system, while also serving as the principal liaison with regulatory agencies ●Supports Visa’s efforts to continue to deliver industry-leading services to prevent, detect, and mitigate the impact of fraud and security attacks on Visa’s clients and other payment system stakeholders ●Held many senior positions at American Express Company, a multinational financial services corporation, from 2011 to 2019, most recently as President, Global Services Group from February 2018 to September 2019, where he was responsible for the company’s global servicing functions, including customer service, credit, and fraud operations, as well as enterprise-wide strategic initiatives; and Chief Risk Officer and President, Global Risk, Banking & Compliance, where he promoted strong capabilities and disciplined, integrated risk controls, from February 2016 to February 2018 ●Held senior positions at Barclays, a multinational investment bank and financial services company, including Managing Director, Global Head of Operations, Regulatory Implementation and Planning from February 2009 to January 2011, and Global Chief Operating Officer, Barclaycard from August 2006 to February 2009 ●Former Chief Operating Officer, Card Services at Alliance Data Systems, provider of loyalty and marketing services, from June 2002 to August 2006 ●Started his career at Providian Financial Corporation, where he served in many capacities, including risk management, underwriting, marketing, sales and service and credit administration |

  99. Nominating and Corporate Governance Committee

    | Julie B. Rottenberg General Counsel Age: 56 | ●Joined Visa in February 2008 ●Responsible for the Company’s global legal and compliance functions, including leading the company’s litigation, regulatory, commercial agreements, and M&A matters ●Former senior member of litigation team and Deputy General Counsel and Chief Counsel for North America for the Company ●Former partner at Arnold & Porter, LLP ●Served as a law clerk to the Honorable Robert Beezer, U.S. Court of Appeals, Ninth Circuit, and the Honorable Samuel Wilson, U.S. District Court, Western District of Virginia ●Received a B.A., cum laude, in Political Science from San Diego State University and J.D. with highest honors from The George Washington University Law School |

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  101. Nominating and Corporate Governance Committee

    | Executive Officers |

  102. Nominating and Corporate Governance Committee

    | Chris Suh Chief Financial Officer Age: 54 | ●Joined Visa in July 2023 ●Responsible for the Company’s financial strategies, planning, and reporting, in addition to all finance operations and investor relations ●Served as Executive Vice President and Chief Financial Officer of Electronic Arts, Inc., a video game company, from March 2022 to June 2023 ●Held various senior roles in finance at Microsoft Corporation, a technology company, from July 1996 to February 2022, including as Corporate Vice President and Chief Financial Officer of the company’s Cloud + AI group from January 2018 to February 2022 ●Received a B.A. in Accounting and Finance from the University of Washington and an M.B.A. from the University of Washington Michael G. Foster School of Business |

  103. Nominating and Corporate Governance Committee

    | Rajat Taneja President, Technology Age: 60 | ●Joined Visa in November 2013 ●Responsible for the Company’s technology innovation and investment strategy, product engineering, global IT, operations infrastructure, and for accelerating the integration of engineering and product teams ●Served as Executive Vice President and Chief Technology Officer of Electronic Arts Inc., a video game company, from October 2011 to November 2013, where he was responsible for platform engineering, data center operations, and IT supporting the company’s global customer base ●Worked at Microsoft Corporation, including most recently as the Corporate Vice President, Commerce Division, in 2011 and the General Manager and Corporate Vice President, Online Services Division, from 2007 to 2011 ●Member of the Board of Directors of MSCI Inc. ●Received a B.E. in Electrical Engineering from Jadavpur University and an M.B.A. from Washington State University |

  104. Nominating and Corporate Governance Committee

    | Kelly Mahon Tullier Vice Chair, Chief People and Corporate Affairs Officer, and Corporate Secretary Age: 58 | ●Joined Visa in June 2014 ●Serves as corporate secretary and leads the Company’s people, communications, government engagement, inclusive impact and sustainability, transformation, and corporate services functions, including real estate, aviation, security, and global events ●Served as the Company’s Chief Legal and Administrative Officer from January 2021 to September 2021, and General Counsel from October 2014 to January 2021 ●Former Senior Vice President and Deputy General Counsel for PepsiCo, Inc., a multinational food, snack, and beverage corporation, from August 2011 to June 2014, and managed the global legal teams supporting the business around the world, as well as centralized teams responsible for mergers and acquisitions, intellectual property, regulatory, litigation, and procurement legal matters; also served as Senior Vice President and General Counsel for PepsiCo’s Asia Pacific, Middle East and Africa division, based in Dubai ●Former Vice President and General Counsel for Frito-Lay, Inc., with responsibility for a wide range of legal, policy, and compliance issues ●Former associate at Baker Botts LLP and also served as a law clerk for the Honorable Sidney A. Fitzwater, U.S. District Court, Northern District of Texas ●Received her B.A. from Louisiana State University and her J.D., magna cum laude, from Cornell Law School |

  105. Nominating and Corporate Governance Committee

    | 2025 Proxy Statement | 53 |

  106. Nominating and Corporate Governance Committee

    Executive Compensation

  107. Nominating and Corporate Governance Committee

    | PROPOSAL 2 | | | | Approval, on an Advisory Basis, of the Compensation Paid to Our Named Executive Officers The board unanimously recommends a vote “FOR” the approval, on an advisory basis, of the compensation of our named executive officers as disclosed in this proxy statement. |

  108. Nominating and Corporate Governance Committee

    We are asking our shareholders to approve, on an advisory basis, the compensation of our NEOs as described in this proxy statement, including the section entitled Compensation Discussion and Analysis, the compensation tables, and the related narrative discussion. This proposal, commonly known as a “Say-on-Pay” proposal, gives our shareholders the opportunity to express their views on our NEOs’ compensation. As described in detail under Compensation Discussion and Analysis, our executive compensation programs are designed to attract, motivate, and retain our NEOs, who are critical to our success. Under these programs, our NEOs are rewarded for the achievement of specific annual, long-term, and strategic performance goals and the realization of increased value to stakeholders. Please read the Compensation Discussion and Analysis section of this proxy statement for additional details about our executive compensation programs, including information about the fiscal year 2024 compensation of our NEOs. The Say-on-Pay vote is advisory and therefore not binding on the Company, the Compensation Committee, or our Board. However, our Board and the Compensation Committee value the views of our shareholders and will carefully review and consider the voting results for this proposal when evaluating our executive compensation programs. We currently conduct annual advisory votes to approve the compensation of our NEOs, and we expect to conduct the next advisory Say-on-Pay vote at our 2026 Annual Meeting of Shareholders.

  109. Nominating and Corporate Governance Committee

    | 54 | |

  110. Nominating and Corporate Governance Committee

    Compensation Discussion and Analysis This Compensation Discussion and Analysis describes our executive compensation philosophy and program and compensation decisions made under the program for our NEOs for fiscal year 2024. Our NEOs are listed below.

  111. Nominating and Corporate Governance Committee

    | Name | Title | | Ryan McInerney | Chief Executive Officer | | Chris Suh | Chief Financial Officer | | Paul Fabara | Chief Risk and Client Services Officer | | Rajat Taneja | President, Technology | | Kelly Mahon Tullier | Vice Chair, Chief People and Corporate Affairs Officer | | Alfred F. Kelly, Jr. | Former Executive Chairman and Senior Advisor |

  112. Nominating and Corporate Governance Committee

    Mr. Kelly retired as Executive Chairman on January 23, 2024, and remained an employee of Visa in a non-executive officer capacity in the position of Senior Advisor until February 15, 2024, when he retired from the Company. Executive Summary Key Elements of our Fiscal Year 2024 Compensation Program

  113. Nominating and Corporate Governance Committee

    | Compensation Mix | | Long-Term Equity Incentive | | CEO | OTHER NEOs (Average) | | | | | |

  114. Nominating and Corporate Governance Committee

    | Compensation Component | Type of Pay | Key Characteristics | Purpose and Strategic Alignment | | Annual Cash Compensation | | | | | Base Salary | Fixed | Reviewed annually based on individual performance, market pay levels, and internal pay equity. | Attracts, retains, and rewards NEOs by providing a fixed source of income to reflect experience, skills, and competencies. | | Annual Incentive Awards | | | | | Cash Incentive Awards | Variable and At-Risk | Variable cash compensation component based on performance against pre-established corporate performance goals in four categories that are aligned with our corporate strategy: Financial; Client; Foundational; and Operational Excellence, Talent, and Corporate Responsibility & Sustainability. Final payout is based on the Compensation Committee’s analysis of the Company’s performance against the pre-established scorecard goals and individual performance. | Focuses NEOs on our annual results and aligns NEOs’ interests with stakeholders’ interests by rewarding performance based on the achievement of preestablished, strategic annual goals designed to position the Company competitively. | | Long-term Incentive Awards | | | | | Equity Granted in the Form of Stock Options, Restricted Stock Units, and Performance Shares | Variable and At-Risk | Stock option and restricted stock unit awards vest annually over a three-year period. Performance shares vest after a three-year performance period, based on EPS and relative total shareholder return (TSR) results. | Aligns NEOs’ interests with shareholders’ 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. |

  115. Nominating and Corporate Governance Committee

    | ● | For fiscal year 2024, 94% of the target total direct compensation of the annual compensation components for our Chief Executive Officer was variable and at-risk, and an average of 91% was variable and at-risk for our other NEOs. | | ● | Each NEO’s performance-based compensation includes an annual cash incentive award and long-term performance shares. 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. |

  116. Nominating and Corporate Governance Committee

    | ● | For fiscal year 2024, the annual incentive plan included financial performance goals related to Net Revenue Growth, Net Income Growth, and EPS Growth, as described under Compensation Discussion and Analysis – Fiscal Year 2024 Compensation – Selected Corporate Performance Goals and Results for Fiscal Year 2024. In this proxy statement, we refer to these metrics as Net Revenue Growth – VIP adjusted, Net Income Growth – VIP adjusted, and EPS Growth – VIP adjusted. Actual performance for the financial metrics in the annual incentive plan met or exceeded the performance goals established for the fiscal year. | | ● | Similar to our approach in prior years, the fiscal year 2024 annual incentive plan scorecard also included goals in the following three categories: Client; Foundational; and Operational Excellence, Talent, and Corporate Responsibility & Sustainability. These performance goals were designed to align with our strategic objectives, as described under Compensation Discussion and Analysis – Fiscal Year 2024 Compensation – Selected Corporate Performance Goals and Results for Fiscal Year 2024. 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 2024 Compensation – Select Corporate Performance Goals and Results for Fiscal Year 2024. 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 110% of each NEO’s target payout. | | ● | The performance shares granted to our NEOs are earned 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 2024 EPS – PS adjusted was between the target and maximum established for fiscal year 2024, resulting in a performance factor of 129.3% for the relevant portion of each award. | | ● | The performance shares previously awarded on November 19, 2021 completed their three-year performance period at the end of fiscal year 2024. Performance shares earned pursuant to these awards were based on EPS – PS adjusted for fiscal years 2022, 2023, and 2024 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 2024 Compensation – Long Term Incentive Compensation – Determination of Shares Earned for Performance Shares Previously Awarded on November 19, 2021, performance against the two metrics resulted in the vesting of 184% of the target number of performance shares subject to these awards. |

  117. What We Do

    What We Do ✓Pay for Performance: A significant portion of each NEO’s target annual compensation is variable and at-risk based on achievement of pre-established performance goals. ✓Annual Say-on-Pay Vote: We conduct an annual Say-on-Pay advisory vote. ✓Recoupment Policies: In addition to the mandatory provisions applicable to incentive compensation pursuant to the Dodd-Frank Act, our Clawback Policy also authorizes the Board to recover additional types of compensation, including time-based restricted stock units and stock options, paid to all current and former Executive Committee members and Section 16 officers 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 the forfeiture of equity-based awards in the event of specified detrimental activity in the absence of a restatement, where permitted by applicable law. ✓Short-Term and Long-Term Incentives/Measures: Our annual and long-term plans provide a balance of incentives and include complementary measures of performance. ✓Capped Incentive Award: Payouts under our annual incentive plan and long-term performance shares are capped at 200% of target. ✓Independent Compensation Consultant: The Compensation Committee engages an independent compensation consultant, who provides no other services to the Company. ✓Stock Ownership Guidelines: To further align the interests of management with our stakeholders, we have robust stock ownership guidelines that require our executive officers to hold a significant multiple of their annual base salary in equity. ✓Engagement with Shareholders: Our Board and management team greatly value the opinions and feedback of our shareholders, which is why we have proactive, ongoing engagement with our shareholders throughout the year focused on executive compensation.

  118. What We Don’t Do

    What We Don’t Do ✕Tax Gross-ups: We do not provide tax gross-ups for executive officers. Similarly, our Executive Severance Plan does not contain a gross-up for excise taxes that may be imposed as a result of severance or other payments deemed to be made in connection with a change of control. ✕Repricing of Stock Options: Our equity incentive plan prohibits the repricing of stock options and stock appreciation rights without prior shareholder approval. ✕Fixed-Term Employment Agreements: Employment of our executive officers is “at will” and may be terminated by either the Company or the employee at any time. ✕Single-Trigger Severance Arrangements: Our Executive Severance Plan and equity award agreements require a qualifying termination of employment in addition to a change of control before any change of control payments or benefits are triggered. ✕Hedging and Pledging: Our insider trading policy prohibits all employees and directors from hedging their economic interest in the Visa shares they hold or pledging Visa shares as collateral for a loan.

  119. What We Don’t Do

    Say-on-Pay At the 2024 Annual Meeting of Shareholders, approximately 90% of the votes cast on the Company’s annual Say-on-Pay proposal supported our fiscal year 2023 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 2024 directly as a result of the Say-on-Pay vote. Nevertheless, the Compensation Committee regularly reviews the compensation program so that it remains competitive and aligned with our stakeholders’ interests and the principles of the program. As discussed under Corporate Governance – Shareholder Engagement and Board Communications, we have proactive, ongoing engagement with our shareholders throughout the year related to a number of topics, including executive compensation. In calendar year 2024 we reached out to our top 75 shareholders, representing approximately 67% 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 corporate responsibility and sustainability principles, as well as our approach to goal setting for long-term incentive awards. Our annual incentive design is described under Compensation Discussion and Analysis – Fiscal Year 2024 Compensation – Annual Incentive Plan. Compensation Philosophy and Objectives The compensation program for our NEOs helps us attract and retain key talent and promote performance that enhances shareholder value and drives long-term strategic outcomes, including the Company’s broader corporate responsibility and sustainability efforts. There are three primary principles that guide our compensation program design and administration: (1) pay for performance; (2) promote alignment with stakeholders’ interests; and (3) attract, motivate, and retain key talent. We tie a substantial portion of our NEOs’ target annual compensation to the achievement of pre-established financial and non-financial objectives that support our business strategy, with a mix that incorporates short- and long-term performance goals. Further, our annual incentive plan incorporates corporate responsibility and sustainability metrics that are tied to the Company’s strategic objectives. Our long-term equity awards link a substantial portion of compensation to the achievement of EPS results that drive TSR. For fiscal year 2024, 94% of the target total direct compensation of the annual compensation components for our Chief Executive Officer was variable and at-risk, and an average of 91% was variable and at-risk for our other NEOs.

  120. What We Don’t Do

    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 2024, 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 2024, the Compensation Committee conducted a formal evaluation of the independence of Meridian, and based on this review, did not identify any actual or potential conflict of interest raised by the work performed by Meridian. When conducting this evaluation, the Compensation Committee took into consideration the factors set forth in the Securities Exchange Act of 1934 (Exchange Act) Rule 10C-1 and the NYSE’s listing standards. Compensation Peer Group As part of its annual compensation review process, the Compensation Committee discussed with its independent consultant an analysis of our fiscal year 2024 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:

  121. What We Don’t Do

    | Annual Base Salary | | Annual Incentive Target (% of Salary) | | Payout Percentage (up to 200%) | | Annual Incentive Award |

  122. What We Don’t Do

    Incentive Plan Target Award Percentage During fiscal year 2024, 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. Kelly’s departure from the Company on February 15, 2024, qualified as a retirement within the meaning of the annual incentive plan; accordingly, he received a pro-rated annual incentive for fiscal year 2024 paid at target, pursuant to the plan terms.

  123. What We Don’t Do

    Select Corporate Performance Goals and Results for Fiscal Year 2024 The Compensation Committee approved an annual incentive scorecard for fiscal year 2024, consistent with 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: Financial; Client; Foundational; and Operational Excellence, Talent, and Corporate Responsibility & Sustainability.

  124. What We Don’t Do

    | The Compensation Committee’s Process | | | | | 1 | 2 | 3 | 4 | | Establish Scorecard Goals Aligned with Corporate Strategy | Evaluate Achievement of Scorecard Goals | Review Individual Performance | Determine Payout Percentage and Payment of Awards | | Established the goals early in the fiscal year | Reviewed progress against each goal quarterly and evaluated achievement at year-end | Reviewed each NEO’s individual performance against his or her annual goals | Determined a payout percentage based on evaluation of results against the scorecard and individual performance |

  125. What We Don’t Do

    | 1 | Establish Scorecard Goals Aligned with Corporate Strategy | | | The scorecard performance goals were established by reference to our corporate strategy, were intended to position the Company competitively and deliver superior performance, and were designed to create value for our shareholders while benefiting our employees, clients, and the communities in which we operate. The Compensation Committee expects our NEOs to focus on various performance goals, including financial goals and other priorities such as corporate responsibility and sustainability initiatives that are vital to the Company’s long-term success. This approach is aligned with our corporate strategy and is intended to enhance shareholder value and reduce 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. The Compensation Committee carefully considered each goal and applicable results in its overall evaluation of corporate performance. The same scorecard is 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, 2023, except that certain preliminary goals were finalized on January 22, 2024. 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. |

  126. What We Don’t Do

    | 2 | Evaluate Achievement of Scorecard Goals | | | Following the end of fiscal year 2024, the Compensation Committee evaluated the Company’s performance relative to each goal in the annual incentive scorecard. 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 our shareholders, 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. |

  127. What We Don’t Do

    For purposes of the annual incentive plan, our Net Revenue Growth – VIP adjusted for fiscal year 2024 was determined as year-over-year growth in net revenue, adjusted to exclude pre-established adjustments made in accordance with the terms of the annual incentive plan determined at the beginning of fiscal year 2024. 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 2024. Further, for purposes of the annual incentive plan, Payments Volume Growth constant dollar VIP adjusted and Cross-Border Volume Growth excluding Intra-Europe constant dollar VIP adjusted for fiscal year 2024 were determined by using a fixed current year U.S. dollar/foreign currency exchange rate for each local currency with spot rates as of September 30, 2023.

  128. What We Don’t Do

    | 3 | Individual Performance for Fiscal Year 2024 | | | 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. Individual performance goals for the Chief Executive Officer were established with the oversight of the Compensation Committee, and the Compensation Committee reviewed individual performance goals for the other NEOs. |

  129. What We Don’t Do

    The following is a summary description of each NEO’s individual performance achievements for fiscal year 2024. Mr. Kelly is not listed because he received a pro-rated annual incentive for fiscal year 2024 paid at target in connection with his retirement, in accordance with the annual incentive plan terms.

  130. What We Don’t Do

    | 4 | Determine Payout Percentage and Payment of Awards | | | Based on its analysis of Visa’s performance relative to each annual incentive scorecard goal and its evaluation of the individual achievements described above, the Compensation Committee determined that the payout percentage for the 2024 annual incentive plan would be 110% of target for each NEO. 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 2024 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 2024 and are set forth in the following table. Mr. Kelly is not listed in the table below because he received a pro-rated annual incentive for fiscal year 2024 paid at target in connection with his retirement, in accordance with the incentive plan terms. |

  131. What We Don’t Do

    | | Salary for FY24 Payout Determinationx | Target Annual Incentive%(1)x | Target Annual Incentive$(1)x | Payout Percentage | = | Final Award | | Ryan McInerney | $1,450,000 | 250% | $3,625,000 | 110% | | $3,987,500 | | Chris Suh | $900,000 | 175% | $1,575,000 | 110% | | $1,732,500 | | Paul Fabara | $800,000 | 160% | $1,280,000 | 110% | | $1,408,000 | | Rajat Taneja | $1,200,000 | 200% | $2,400,000 | 110% | | $2,640,000 | | Kelly Mahon Tullier | $900,000 | 175% | $1,575,000 | 110% | | $1,732,500 |

  132. What We Don’t Do

    | (1) The “maximum” amounts are provided under the Executive Compensation – Grants of Plan-Based Awards in Fiscal Year 2024 Table. |

  133. What We Don’t Do

    Long-Term Incentive Compensation The shareholder-approved 2007 Equity Incentive Compensation Plan is intended to promote our long-term success by attracting, motivating, and retaining our non-employee directors, officers, and employees. The Compensation Committee administers the equity incentive plan with respect to our NEOs and determines, in its informed judgment and in accordance with the terms of the equity incentive plan, the recipients who may be granted awards, the form and amount of awards, the terms and conditions of awards (including vesting and forfeiture conditions), the timing of awards, and the form and content of award agreements. Long-Term Incentive Awards Granted in Fiscal Year 2024 In determining the types and amounts of annual equity awards to be granted to our NEOs in fiscal year 2024, the Compensation Committee considered, in consultation with its independent consultant, factors including the practices of companies in our compensation peer group; the actual compensation levels of similarly situated executive officers of companies in our compensation peer group; company and individual performance; recommendations from the Chief Executive Officer for awards to the NEOs other than himself and Mr. Kelly; 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 shareholder value, avoiding excessive risk taking, and encouraging employee retention. In connection with its annual review of Mr. Kelly’s compensation, and in addition to relevant considerations described above, in consultation with its independent consultant, the Compensation Committee reviewed the pay practices of peer companies and other S&P 100 companies with chief executive officers who had transitioned into executive chair roles. Based on this information, and considering the importance of Mr. Kelly’s continued contributions to the Company, the Compensation Committee determined the appropriate total annual compensation for the Executive Chairman role, including the mix of cash and equity values, consistent with the compensation program for our other executives. Mr. Kelly’s annual equity award for service in fiscal year 2024 was then proportionately adjusted to reflect the period of time he was expected to remain employed with the Company. As a result, the Compensation Committee approved an award consisting of restricted stock units with a grant date value of $5,000,000, vesting in three equal installments for his continued service to the Company through each date on December 1, 2023; January 1, 2024; and February 1, 2024. Through this time, Mr. Kelly continued to provide leadership, working closely with Mr. McInerney on transition matters, with other members of the leadership team on strategic initiatives, and with the Board. He continued to meet with clients and engage with government officials, and his deep industry expertise and experience made him an invaluable resource to the Board as it planned for the future and navigated new opportunities in an increasingly complex business landscape. The target value of annual equity awards granted to each NEO other than Mr. Kelly in fiscal year 2024 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 other than Mr. Kelly in November 2023, 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 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 displayed in those tables are computed in accordance with stock-based accounting rules and will be displayed in tranches over multiple years.

  134. What We Don’t Do

    | | 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 ($) | Total Combined Grant Date Value of Annual Equity Awards ($) | | Ryan McInerney | 4,937,500 | 4,937,500 | 9,875,000 | 19,750,000 | | Chris Suh | 2,250,000 | 2,250,000 | 4,500,000 | 9,000,000 | | Paul Fabara | 1,125,000 | 1,125,000 | 2,250,000 | 4,500,000 | | Rajat Taneja | 3,125,000 | 3,125,000 | 6,250,000 | 12,500,000 | | Kelly Mahon Tullier | 1,875,000 | 1,875,000 | 3,750,000 | 7,500,000 |

  135. What We Don’t Do

    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, 2023 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. 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:

  136. FY2024-FY2026 Performance Share Design

    FY2024-FY2026 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.

  137. FY2024-FY2026 Performance Share Design

    | 2025 Proxy Statement | 69 |

  138. FY2024-FY2026 Performance Share Design

    Relative TSR Modifier The relative TSR modifier will reduce by up to 25% the number of shares that are earned for periods when our TSR performance is below the median of the companies comprising the S&P 500 and will increase by up to 25% the number of shares that are earned for periods when our TSR performance exceeds the median of the companies comprising the S&P 500. The total number of shares that may be earned at the end of the three-year period is capped at 200% of the target number of shares. EPS Goals One-third of the target performance shares awarded on November 19, 2023, was tied to the fiscal year 2024 EPS goal that the Compensation Committee established within the first 90 days of fiscal year 2024. The remaining two-thirds of the target shares awarded is tied to the EPS goals for each of fiscal years 2025 and 2026, 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 2024, the Compensation Committee reviewed our EPS – PS adjusted of $9.98, 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 2024. The Compensation Committee determined that the final EPS – PS adjusted result of $9.98 was between the target and maximum goals for fiscal year 2024. At the completion of the entire three-year performance period in November 2026, 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.

  139. FY2024-FY2026 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 |

  140. FY2024-FY2026 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. |

  141. FY2024-FY2026 Performance Share Design

    The EPS goal for fiscal year 2024 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, 2021, the second tranche of the performance share award previously granted to our NEOs on November 19, 2022, and the second tranche of the performance share award previously granted to certain NEOs on February 15, 2023, as illustrated below.

  142. FY2024-FY2026 Performance Share Design

    | 70 | |

  143. FY2024-FY2026 Performance Share Design

    | | FY22 | | | FY23 | | | FY24 | | | FY25 | | | FY26 | | | | Performance Shares Granted | Min | Target | Max | Min | Target | Max | Min | Target | Max | | | | | | | | 11/19/21 | | | | | | | | | | | | | | | | | EPS: Goals by Year | $6.07 | $6.82 | $7.30 | $7.42 | $8.34 | $8.92 | $8.70 | $9.78 | $10.46 | | | | | | | | EPS-PS Adjusted | | $7.48 | | | $8.66 | | | $9.98 | | | | | | | | | Result as a % of Target | | 200.0% | | | 154.8% | | | 129.3% | | | | | | | | | TSR Result | | | | | | | | | | | | | | | | | Performance Shares Granted | | | | Min | Target | Max | Min | Target | Max | Min | Target | Max | | | | | 11/19/22 and 2/15/23 | | | | | | | | | | | | | | | | | EPS: Goals by Year | | | | $7.42 | $8.34 | $8.92 | $8.70 | $9.78 | $10.46 | -- | -- | -- | | | | | EPS-PS Adjusted | | | | | $8.66 | | | $9.98 | | | | | | | | | Result as a % of Target | | | | | 154.8% | | | 129.3% | | | | | | | | | TSR Result | | | | | | | | | | | | | | | | | Performance Shares Granted | | | | | | | Min | Target | Max | Min | Target | Max | Min | Target | Max | | 11/19/23 | | | | | | | | | | | | | | | | | EPS: Goals by Year | | | | | | | $8.70 | $9.78 | $10.46 | -- | -- | -- | -- | -- | -- | | EPS-PS Adjusted Result | | | | | | | | $9.98 | | | | | | | | | Result as a % of Target | | | | | | | | 129.3% | | | | | | | | | TSR Result | | | | | | | | | | | | | | | |

  144. FY2024-FY2026 Performance Share Design

    Consistent with FASB ASC Topic 718, the value of the performance share awards for fiscal year 2024 included in the “Stock Awards” column of the Executive Compensation – Summary Compensation Table for Fiscal Year 2024 later in this proxy statement represents the third tranche of the award made on November 19, 2021, the second tranche of the awards made on November 19, 2022 and February 15, 2023, and the first tranche of the award made on November 19, 2023. Determination of Shares Earned for Performance Shares Previously Awarded on November 19, 2021 The performance shares previously awarded to NEOs on November 19, 2021 (fiscal year 2022 performance shares) completed their three-year performance period at the end of fiscal year 2024. As a result, the Compensation Committee determined and certified the Company’s actual results over the three-year period in November 2024, which determined the final number of shares earned pursuant to those awards. As illustrated below, based on the annual EPS results for fiscal years 2022, 2023, and 2024, and our TSR Rank over the three-year period, the performance shares earned equated to 184% of the target award established on November 19, 2021.

  145. FY2024-FY2026 Performance Share Design

    | Primary Metric | Threshold ($) | Target ($) | Maximum ($) | Result ($) | EPS Result as % of Target(1) | | Fiscal Year 2022 EPS-PS adjusted | 6.07 | 6.82 | 7.30 | 7.48 | 200.0% of Target | | Fiscal Year 2023 EPS-PS adjusted | 7.42 | 8.34 | 8.92 | 8.66 | 154.8% of Target | | Fiscal Year 2024 EPS-PS adjusted | 8.70 | 9.78 | 10.46 | 9.98 | 129.3% of Target | | Average Result | | | | | 161.4% of Target |

  146. FY2024-FY2026 Performance Share Design

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

  147. FY2024-FY2026 Performance Share Design

    | Modifying Metric | Threshold (75% modifier) | Target (100% modifier) | Maximum (125% modifier) | Result | Modifier% | | Three-Year TSR Rank v. S&P 500 | 25th percentile | 50th percentile | 75th percentile | 64th percentile | 114% |

  148. FY2024-FY2026 Performance Share Design

    | Primary Metric Result | Times | Modifying Metric | Equals | Final Payout Result as a % of Target (capped at 200%) | | 161.4% | x | 114% | = | 184% |

  149. FY2024-FY2026 Performance Share Design

    | 2025 Proxy Statement | 71 |

  150. FY2024-FY2026 Performance Share Design

    Based on this Final Payout Result of 184%, on November 30, 2024, the NEOs who had been granted fiscal year 2022 performance shares earned shares equal to 184% of the target number of shares granted to each of them on November 19, 2021. As a result, Mr. McInerney earned 61,147 shares versus his target of 33,232 shares, Mr. Kelly earned 97,560 shares versus his target of 53,022 shares, Mr. Fabara earned 17,405 shares versus his target of 9,459 shares, Mr. Taneja earned 57,253 shares versus his target of 31,116 shares, and Ms. Mahon Tullier earned 32,292 shares versus her target of 17,550 shares. The vesting of shares subject to Mr. Kelly’s award was due to the retirement vesting provisions of his outstanding award agreement, which provided for vesting of the performance shares at actual performance levels for the full performance period. Transition Benefits for Mr. Kelly In connection with Mr. Kelly’s retirement, the Compensation Committee approved a one-time, lump-sum cash payment of $54,072 to cover two years of continued health coverage under COBRA for Mr. Kelly and his family. In order to ease his transition into retirement, the Compensation Committee also approved occasional use of administrative support for a period of five years following his retirement date on February 15, 2024. The lump-sum cash payment for continued health coverage and the incremental cost to the Company of administrative support Mr. Kelly received in fiscal year 2024 are disclosed in the “All Other Compensation” column of the Executive Compensation – Summary Compensation Table for Fiscal Year 2024. Mr. Kelly did not receive any cash severance payments in connection with his retirement.

  151. FY2024-FY2026 Performance Share Design

    | 72 | |

  152. FY2024-FY2026 Performance Share Design

    Additional Benefits Retirement and Other Benefits We structure our total rewards and benefits package to attract and retain a talented and engaged workforce. We strive to provide core benefits, including medical, retirement, life insurance, paid time off, and leaves of absence, to all employees and to provide supplemental benefits to accommodate regulatory, cultural, and practical differences in the various geographies in which we have operations. We sponsor a frozen tax-qualified defined benefit pension plan, which we refer to as the retirement plan. We also sponsor a tax-qualified defined contribution 401(k) plan, which we refer to as the 401k plan, to provide market-driven retirement benefits to all eligible employees in the United States. We maintained a non-qualified excess retirement benefit plan and a non-qualified excess 401k plan to make up for the limitations imposed on our tax-qualified plans by the Internal Revenue Code. New contributions to these non-qualified plans ceased to be effective February 1, 2014. We also sponsor an unfunded, non-qualified deferred compensation plan, which we refer to as the deferred compensation plan, which allows executive officers and certain other highly compensated employees to defer a portion of their cash incentive awards to help them with tax planning and to provide competitive benefits. For additional information on these plans, see the sections entitled Executive Compensation – Pension Benefits Table for Fiscal Year 2024 and Executive Compensation – Non-qualified Deferred Compensation for Fiscal Year 2024. Perquisites and Other Personal Benefits We maintain company cars and drivers that allow for additional security, which are used by Mr. McInerney and were used by Mr. Kelly for both business and personal use, as well as some business and limited personal use by other executive officers. In addition, we have a policy that allows for companion travel on business-related flights on company-provided private aircraft (whether corporate aircraft owned by Visa or chartered aircraft provided by Visa) by the Chief Executive Officer, the Executive Chairman when Mr. Kelly was in the role, and other key employees, as approved by the Chief Executive Officer. Personal guests may occasionally accompany other NEOs on business-related travel on commercial aircraft, such as travel to Visa-sponsored events. It is our policy that NEOs are responsible for all income taxes related to their personal usage of the Company car or company-provided aircraft, as well as any travel by their companions. Additionally, no NEO may use company-provided aircraft for exclusive personal use (not related to business) except under the terms and conditions outlined in the Company’s aircraft time-sharing agreements with the Chief Executive Officer and the Executive Chairman when Mr. Kelly was in the role, or under extraordinary circumstances with the advance approval of the Chief Executive Officer. The Compensation Committee requires that Mr. McInerney use company-provided aircraft for all business and personal travel, and required such use by Mr. Kelly when he was in the Executive Chairman role, based on an independent third-party finding of a bona fide security concern, which recommended that Mr. McInerney and Mr. Kelly use the aircraft for all travel. Related to this requirement, Mr. McInerney is required under the terms of his aircraft time-sharing agreement to reimburse Visa for personal use of company-provided aircraft for amounts in excess of $250,000 per fiscal year, and the same reimbursement requirement applied under Mr. Kelly’s aircraft time-sharing agreement when he was in the Executive Chairman role. Any personal use of the company-provided aircraft in excess of this limit by Mr. McInerney or Mr. Kelly pursuant to the aircraft time-sharing agreements requires them to reimburse Visa an amount (as determined by the Company) equal to the lesser of: (i) the amount that would, absent reimbursement, be reportable with respect to the Executive Chairman or the Chief Executive Officer (as applicable) in the Summary Compensation Table (which we refer to as the SEC Cost), or (ii) the expenses of operating such flight that may be charged pursuant to Federal Aviation Regulation Section 91.501(d) as in effect from time to time (which we refer to as the FAR Expenses). 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. We also maintain a policy that prohibits new severance arrangements with executive officers that provide cash severance benefits in excess of 2.99 times the sum of the executive officer’s base salary plus target bonus without obtaining shareholder ratification. Please see the section entitled Executive Compensation – Potential Payments upon Termination or Change of Control – Executive Severance Plan for additional information.

  153. FY2024-FY2026 Performance Share Design

    | 2025 Proxy Statement | 73 |

  154. FY2024-FY2026 Performance Share Design

    Fiscal Year 2025 Compensation On November 5, 2024, the Compensation Committee approved the annual equity awards for our NEOs to be granted on November 19, 2024. 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. Mr. Kelly retired from the Company effective February 15, 2024, and did not receive a fiscal year 2025 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. 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 2024, recommendations from our Chief Executive Officer (for awards to the NEOs other than himself), and each NEO’s total compensation, including the value of outstanding awards held by the NEOs. The values in the table below will differ from the values in the Executive Compensation – Summary Compensation Table for Fiscal Year 2025 and the Executive Compensation – Grants of Plan-Based Awards in Fiscal Year 2025 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.

  155. FY2024-FY2026 Performance Share Design

    | | Components of annual equity awards granted on November 19, 2024 | | | Total Combined Grant Date Value of Equity Awards ($) | | | Grant Date Value of Stock Options ($) | Grant Date Value of Restricted Stock Units ($) | Grant Date Value of Performance Shares at Target ($) | | | Ryan McInerney | 5,687,500 | 5,687,500 | 11,375,000 | 22,750,000 | | Chris Suh | 2,250,000 | 2,250,000 | 4,500,000 | 9,000,000 | | Paul Fabara | 1,250,000 | 1,250,000 | 2,500,000 | 5,000,000 | | Rajat Taneja | 3,375,000 | 3,375,000 | 6,750,000 | 13,500,000 | | Kelly Mahon Tullier | 1,875,000 | 1,875,000 | 3,750,000 | 7,500,000 |

  156. FY2024-FY2026 Performance Share Design

    | 74 | |

  157. FY2024-FY2026 Performance Share Design

    Other Compensation Practices and Policies 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. We do not grant equity awards in anticipation of the release of material, nonpublic information or time the release of material, nonpublic information based on equity award grant dates, vesting events, or sale events. 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. No off-cycle stock option awards were granted to NEOs in fiscal year 2024. During fiscal year 2024, we did not grant equity awards to our NEOs during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information. We have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation for NEO grants in fiscal year 2024. Stock Ownership Guidelines The Compensation Committee maintains stock ownership guidelines for our NEOs as follows:

  158. FY2024-FY2026 Performance Share Design

    | Officer | Stock Ownership Guidelines | | Ryan McInerney | 6 x base salary | | Chris Suh | 4 x base salary | | Paul Fabara | 3 x base salary | | Rajat Taneja | 4 x base salary | | Kelly Mahon Tullier | 4 x base salary |

  159. FY2024-FY2026 Performance Share Design

    Mr. Kelly had a stock ownership guideline of 6x, which applied until his departure from Visa on February 15, 2024. Equity interests that count toward the satisfaction of the ownership guidelines include shares owned outright by the individual, shares jointly owned, restricted stock, restricted stock units, and any deferred restricted stock units. Unexercised stock options and unearned performance shares do not count toward the guidelines. Newly hired or promoted executives have five years from the date of the commencement of their appointment to attain these ownership levels. Each NEO met or exceeded the applicable guideline set forth in the table above as of the last day of fiscal year 2024. If an executive officer does not meet the applicable guideline by the end of the five-year period, the executive officer is required to hold a minimum of 50% of the net shares resulting from any future vesting of restricted stock, restricted stock units, performance shares, or exercise of stock options until the guideline is met. These guidelines reinforce the importance of aligning the interests of our executive officers with the interests of our stakeholders and encourage our executive officers to consider the long-term perspective when managing the Company. Hedging and Pledging Prohibition As part of our insider trading policy, all employees, including our NEOs, and non-employee directors are prohibited from engaging in short sales of our securities, establishing margin accounts related to our securities, pledging our securities as collateral for a loan, buying or selling puts or calls on our securities, or otherwise engaging in hedging transactions (such as zero-cost collars, exchange funds, and forward sale contracts) involving our securities.

  160. FY2024-FY2026 Performance Share Design

    | 2025 Proxy Statement | 75 |

  161. FY2024-FY2026 Performance Share Design

    Recoupment Policies The Board adopted our Clawback Policy, as amended and restated November 1, 2023, to comply with the requirements 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 Clawback Policy retains Board discretion to recover certain other 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 in the event of a material restatement of the Company’s financial results 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, where permitted under applicable law, in the event of specified detrimental activity in the absence of a restatement. Tax Implications – Deductibility of Executive Compensation Section 162(m) of the Internal Revenue Code of 1986, as amended, limits our ability to deduct for tax purposes compensation in excess of $1 million paid to certain executive officers. We expect that compensation paid to our NEOs in excess of $1 million, including compensation paid to any executive who has been an NEO since 2017, generally will not be deductible. When designing our compensation structure, the Compensation Committee believes that it needs to consider all relevant factors that attract, retain, and reward executives responsible for our success. For information regarding the Compensation Committee’s review of compensation-related risk, please see the section entitled Corporate Governance – Board Oversight Role - Board Oversight of Compensation Programs.

  162. FY2024-FY2026 Performance Share Design

    | Compensation Committee Report | | The Compensation Committee has: ●reviewed and discussed the section entitled Compensation Discussion and Analysis with management; and ●based on this review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis section be included in this proxy statement. COMPENSATION COMMITTEE Denise M. Morrison (Chair) John F. Lundgren Francisco Javier Fernández-Carbajal Maynard G. Webb, Jr. Teri L. List |

  163. FY2024-FY2026 Performance Share Design

    | 76 | |

  164. FY2024-FY2026 Performance Share Design

    Executive Compensation Tables Summary Compensation Table for Fiscal Year 2024 The following table and related footnotes describe the total compensation earned for services rendered during fiscal years 2024, 2023, and 2022 by our NEOs, except that only fiscal year 2024 and 2023 compensation is reported for Mr. Suh and Mr. Fabara because they were not NEOs in fiscal year 2022. 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 2024 Table.

  165. FY2024-FY2026 Performance Share Design

    | 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 Mclnerney Chief Executive Officer | 2024 | 1,455,587 | — | 15,303,203 | 4,937,518 | 3,987,500 | 5,752 | 309,733 | 25,999,293 | | | 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 | | Chris Suh Chief Financial Officer | 2024 | 903,478 | — | 3,829,641 | 2,249,985 | 1,732,500 | — | 61,943 | 8,777,547 | | | 2023 | 207,696 | 3,500,000 | 11,000,043 | — | 537,226 | — | 20,770 | 15,265,735 | | Paul Fabara Chief Risk and Client Services Officer | 2024 | 803,087 | — | 4,977,224 | 1,124,992 | 1,408,000 | — | 39,300 | 8,352,603 | | | 2023 | 800,010 | — | 4,102,878 | 1,159,312 | 1,800,000 | — | 37,062 | 7,899,262 | | Rajat Taneja President, Technology | 2024 | 1,204,630 | — | 13,233,399 | 3,125,020 | 2,640,000 | 3,117 | 41,167 | 20,247,333 | | | 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 | | Kelly Mahon Tullier Vice Chair, Chief People and Corporate Affairs Officer | 2024 | 903,478 | — | 8,589,506 | 1,874,987 | 1,732,500 | 2,722 | 75,826 | 13,179,019 | | | 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 | | Alfred F. Kelly, Jr. Former Executive Chairman and Senior Advisor | 2024 | 475,968 | — | 15,008,928 | — | 1,178,279 | — | 507,860 | 17,171,035 | | | 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 |

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

    Change in Pension Value and Non-qualified Deferred Compensation Earnings

  167. 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 2024. There are no above market or preferential earnings on non-qualified deferred compensation. |

  168. All Other Compensation

    red compensation. | A

  169. All Other Compensation

    Other Compensation | (7) Additional detail describing the “All Other Compensation” for fiscal year 2024 is included in the Executive Compensation – All Other Compensation in Fiscal Ye

  170. All Other Compensation

    2024 Tab

  171. All Other Compensation

    below. | | 78 | | All Other Compensation in Fiscal Year 2024 The following table sets forth additional information with respect to the amounts reported in the “All Other Compensation” column of the Executive Compensation – Summary Compensation Table

  172. All Other Compensation

    or Fiscal Year 2024. | | Retirement Transition Benefits ($)(1) | Car ($)(2) | Aircraft ($)(3) | 401k Plan Match ($)(4) | Other ($)(5) | Total ($) | | Ryan McInerney | — | 17,765 | 252,468 | 34,500 | 5,000 | 309,733 | | Chris Suh | — | 179 | 12,534 | 46,730 | 2,500 | 61,943 | | Paul Fabara | — | — | — | 34,500 | 4,800 | 39,300 | | Rajat Taneja | — | — | — | 34,500 | 6,667 | 41,167 | | Kelly Mahon Tullier | — | — | 22,431 | 34,500 | 18,895 | 75,826 | | Alfred F. Kelly, Jr. | 73,694 | 71 | 253,708 | 16,346

  173. All Other Compensation

    164,041 | 507,860 | | (1) Represents (1) a one-time, lump-sum cash payment of $54,072 to cover two years of continued health coverage under COBRA for Mr. Kelly and his family; and (2) an amount of $19,622, representing the incremental cost to the Company of occasional administrative support provided by the Company in fiscal year 2024 after Mr. Kelly’s retirement. The amount related to administrative support is determined based on the cost of the administrative assistant’s salary and benefits for the portion of time the assistant provided personal services to Mr. Kelly following his retirement. Mr. Kelly may occasionally use administrative support for a period of five years following his retirement. It is difficult to predict the amount of occasional administrative support to be utilized or its related incremental cost in subsequent years; however, it is possible that the costs in future years will be similar to or higher than the incremental costs reported for fiscal year 2024. | | (2) Represents the cost of personal use of a Company car and driver. The amount in the table is determined based on the incremental cost to Visa of the fuel related to the proportion of time the car was used for non-business trips and also includes the cost of a driver’s salary and benefits for the proportion of time the driver was used for non-business trips. | | (3) Represents the cost of personal use of company-provided aircraft for Mr. McInerney and Mr. Kelly and the incremental cost of companion travel on business-related flights for Mr. McInerney, Mr. Suh, Ms. Mahon Tullier, and Mr. Kelly. As described under Compensation Discussion and Analysis – Fiscal Year 2024 Compensation – Perquisites and Other Personal Benefits, Mr. McInerney is required to use company-provided aircraft for all business and personal travel and is required to reimburse the Company for personal use of company-provided aircraft for amounts in excess of $250,000 per fiscal year. The same requirements applied to Mr. Kelly when he was in the Executive Chairman role. | | (4) The maximum 401k match for calendar year 2024 was $34,500. For Mr. Suh, the amount shown exceeds the limit because the fiscal year totals include contributions made during calendar year 2023. | | (5) Includes contributions made on behalf of certain NEOs under charitable matching programs offered by Visa Foundation. The total amount of charitable contributions included in the table is $10,000 for Mr. Kelly and $13,895 for Ms. Mahon Tullier. The annual limit for these charitable matching contributions is $10,000 per calendar year. Because fiscal year 2024 overlaps two calendar years, charitable contributions matched on behalf of Ms. Mahon Tullier are greater than $10,000 for fiscal year 2024, even though they are within the $10,000 per calendar year limit. The table also includes the matching contributions Visa made on behalf of the following NEOs for fiscal year 2024 pursuant to its PAC Charitable Matching Program: $6,667 for Mr. Taneja; $5,000 for each of Mr. McInerney, Ms. Mahon Tullier, and Mr. Kelly; $4,800 for Mr. Fabara; and $2,500 for Mr. Suh. The annual limit for these contributions is $5,000 per calendar year. Because fiscal year 2024 overlaps two calendar years, contributions matched on behalf of Mr. Taneja are greater than $5,000 for fiscal year 2024, even though they are within the $5,000 per calendar year limit. For Mr. Kelly, the amount includes accrued PTO in the amount of $149,041 paid to him in connec

  174. All Other Compensation

    on with his retirement. | |

  175. All Other Compensation

    25 Proxy Statement | 79 | Grants of Plan-Based Awards in Fiscal Year 2024 The following table provides information about non-equity incentive awards and long-term equity-based awards granted during fiscal year 2024 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 wi

  176. All Other Compensation

    be realized by our NEOs. | 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 | | | 3,625,000 | 7,250,000 | | | | | | | | | | PS | 11/19/23(7) | 11/2/23 | | | 5,539 | 11,078 | 22,156 | | | | 3,248,956(11) | | | PS | 11/19/23(8) | 11/2/23 | | | 5,337 | 10,673 | 21,346 | | | | 3,029,958(11) | | | PS | 11/19/23(9) | 11/2/23 | | | 1,092 | 2,184 | 4,368 | | | | 620,016(11) | | | PS | 11/19/23(10) | 11/2/23 | | | 6,595 | 13,190 | 26,380 | | | | 3,466,728(11) | | | RSU | 11/19/23 | 11/2/23 | | | | | | 19,785 | | | 4,937,545 | | | Option | 11/19/23 | 11/2/23 | | | | | | | 78,935 | 249.56 | 4,937,518 | | Chris Suh | VIP | | | 1,575,000 | 3,150,000 | | | | | | | | | | PS | 11/19/23(10) | 11/2/23 | | | 3,005 | 6,010 | 12,020 | | | | 1,579,608(11) | | | RSU | 11/19/23 | 11/2/23 | | | | | | 9,016 | | | 2,250,033 | | | Option | 11/19/23 | 11/2/23 | | | | | | | 35,970 | 249.56 | 2,249,985 | | Paul Fabara | VIP | | | 1,280,000 | 2,560,000 | | | | | | | | | | PS | 11/19/23(7) | 11/2/23 | | | 1,577 | 3,153 | 6,306 | | | | 924,712(11) | | | PS | 11/19/23(8) | 11/2/23 | | | 1,581 | 3,162 | 6,324 | | | | 897,660(11) | | | PS | 11/19/23(9) | 11/2/23 | | | 2,184 | 4,368 | 8,736 | | | | 1,240,032(11) | | | PS | 11/19/23(10) | 11/2/23 | | | 1,503 | 3,005 | 6,010 | | | | 789,804(11) | | | RSU | 11/19/23 | 11/2/23 | | | | | | 4,508 | | | 1,125,016 | | | Option | 11/19/23 | 11/2/23 | | | | | | | 17,985 | 249.56 | 1,124,992 | | Rajat Taneja | VIP | | | 2,400,000 | 4,800,000 | | | | | | | | | | PS | 11/19/23(7) | 11/2/23 | | | 5,186 | 10,372 | 20,744 | | | | 3,041,900(11) | | | PS | 11/19/23(8) | 11/2/23 | | | 4,942 | 9,883 | 19,766 | | | | 2,805,685(11) | | | PS | 11/19/23(9) | 11/2/23 | | | 3,640 | 7,280 | 14,560 | | | | 2,066,719(11) | | | PS | 11/19/23(10) | 11/2/23 | | | 4,174 | 8,348 | 16,696 | | | | 2,194,105(11) | | | RSU | 11/19/23 | 11/2/23 | | | | | | 12,522 | | | 3,124,990 | | | Option | 11/19/23 | 11/2/23 | | | | | | | 49,959 | 249.56 | 3,125,020 | | Kelly Mahon Tullier | VIP | | | 1,575,000 | 3,150,000 | | | | | | | | | | PS | 11/19/23(7) | 11/2/23 | | | 2,925 | 5,850 | 11,700 | | | | 1,715,688(11) | | | PS | 11/19/23(8) | 11/2/23 | | | 2,846 | 5,692 | 11,384 | | | | 1,615,902(11) | | | PS | 11/19/23(9) | 11/2/23 | | | 3,640 | 7,280 | 14,560 | | | | 2,066,719(11) | | | PS | 11/19/23(10) | 11/2/23 | | | 2,504 | 5,008 | 10,016 | | | | 1,316,253(11) | | | RSU | 11/19/23 | 11/2/23 | | | | | | 7,513 | | | 1,874,944 | | | Option | 11/19/23 | 11/2/23 | | | | | | | 29,975 | 249.56 | 1,874,987 | | Alfred F. Kelly, Jr. | VIP | | | 3,125,000 | 6,250,000 | | | | | | | | | | PS | 11/19/23(7) | 11/2/23 | | | 8,837 | 17,674 | 35,348 | | | | 5,183,431(11) | | | PS | 11/19/23(8) | 11/2/23 | | | 8,499 | 16,998 | 33,996 | | | | 4,825,562(11) | | | RSU | 11/19/23 | 11/2/23 | | | | | |

  177. All Other Compensation

    0,035 | | | 4,999,935 | | (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. | | (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 2024 Compensation – Annual Incentive Plan. There is no threshold level of performance for the VIP in fiscal year 2024. 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 2024 are included in the “Non-Equity Incentive Plan Compensation” column of the Executive Compensation – Summary Compensation

  178. All Other Compensation

    ble for F

  179. All Other Compensation

    cal Year 2024. | | 80 | | | (3) Represents the range of possible awards of performance shares granted in fiscal year 2024. Awards are capped at the maximum of 200% and could be as low as zero. | | (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. | | (5) The exercise price of these stock options was the fair market value of our Class A common stock on the date of grant. | | (6) Amounts are not an actual dollar amount received by our NEOs in fiscal year 2024, 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. | | (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, 2021, for which the grant date fair value was established on November 19, 2023. The shares earned from this award vested on November 30, 2024. | | (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, 2022, for which the grant date fair value was established on November 19, 2023. The shares earned from this award are scheduled to vest on November 30, 2025. | | (9) Consistent with the requirements of FASB ASC Topic 718, the amount represents the second third of the performance share award made on February 15, 2023, for which the grant date fair value was established on November 19, 2023. The shares earned from these awards are scheduled to vest on February 15, 2026. | | (10) Consistent with the requirements of FASB ASC Topic 718, the amount represents the first third of the performance share award made on November 19, 2023, for which the grant date fair value was established on November 19, 2023. The shares earned from this award are scheduled to vest on November 30, 2026. | | (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

  180. All Other Compensation

    18 using a Monte Carlo simula

  181. All Other Compensation

    on. | | 2025 Proxy Statement | 81 | Outstanding Equity Awards at 2024 Fiscal Year-End The following table presents information with respect to equity awards made to each of our NEOs that w

  182. All Other Compensation

    e outstanding on September 30, 2024. | | | | 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) | | | | | | | 131,082 | 36,040,996 | | | RSU | 11/19/2023 | | | | | 19,785 | 5,439,886 | | | | | RSU | 2/15/2023 | | | | | 2,184 | 600,491 | | | | | RSU | 11/19/2022 | | | | | 10,674 | 2,934,816 | | | | | RSU | 11/19/2021 | | | | | 5,539 | 1,522,948 | | | | | Option | 11/19/2023 | — | 78,935 | 249.56 | 11/19/2033 | | | | | | | Option | 2/15/2023 | 4,254 | 8,509 | 228.92 | 2/15/2033 | | | | | | | Option | 11/19/2022 | 19,636 | 39,274 | 210.80 | 11/19/2032 | | | | | | | Option | 11/19/2021 | 51,556 | 25,778 | 200.86 | 11/19/2031 | | | | | | | Option | 11/19/2020 | 81,304 | — | 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 | 86,210 | — | 80.82 | 11/19/2026 | | | | | | Chris Suh | PS | 11/19/2023(7) | | | | | | | 6,010 | 1,652,450 | | | RSU | 11/19/2023 | | | | | 9,016 | 2,478,949 | | | | | RSU | 8/15/2023 | | | | | 30,578 | 8,407,421 | | | | | Option | 11/19/2023 | — | 35,970 | 249.56 | 11/19/2033 | | | | | | Paul Fabara | PS | Various(7) | | | | | | | 52,043 | 14,309,223 | | | RSU | 11/19/2023 | | | | | 4,508 | 1,239,475 | | | | | RSU | 11/19/2022 | | | | | 3,163 | 869,667 | | | | | RSU | 11/19/2021 | | | | | 1,577 | 433,596 | | | | | Option | 11/19/2023 | — | 17,985 | 249.56 | 11/19/2033 | | | | | | | Option | 11/19/2022 | 5,818 | 11,637 | 210.80 | 11/19/2032 | | | | | | | Option | 11/19/2021 | 14,675 | 7,338 | 200.86 | 11/19/2031 | | | | | | | Option | 11/19/2020 | 24,201 | — | 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 |

  183. All Other Compensation

    | 178.75

  184. All Other Compensation

    10/15/2029 | | | | | | 82 | | | | | | 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) | | | | | | | 139,232 | 38,281,838 | | | RSU | 11/19/2023 | | | | | 12,522 | 3,442,924 | | | | | RSU | 11/19/2022 | | | | | 9,883 | 2,717,331 | | | | | RSU | 11/19/2021 | | | | | 5,186 | 1,425,891 | | | | | Option | 11/19/2023 | — | 49,959 | 249.56 | 11/19/2033 | | | | | | | Option | 11/19/2022 | 18,182 | 36,364 | 210.80 | 11/19/2032 | | | | | | | Option | 11/19/2021 | 48,273 | 24,137 | 200.86 | 11/19/2031 | | | | | | | Option | 11/19/2020 | 77,191 | — | 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 | | | | | | Kelly Mahon Tullier | PS | Various(7) | | | | | | | 91,996 | 25,294,300 | | | RSU | 11/19/2023 | | | | | 7,513 | 2,065,699 | | | | | RSU | 11/19/2022 | | | | | 5,693 | 1,565,290 | | | | | RSU | 11/19/2021 | | | | | 2,925 | 804,229 | | | | | Option | 11/19/2023 | — | 29,975 | 249.56 | 11/19/2033 | | | | | | | Option | 11/19/2022 | 10,473 | 20,946 | 210.80 | 11/19/2032 | | | | | | | Option | 11/19/2021 | 27,226 | 13,613 | 200.86 | 11/19/2031 | | | | | | | Option | 11/19/2020 | 31,952 | — | 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 | | | | | | Alfred F. Kelly, Jr. | PS | Various(7) | | | | | | | 174,036 | 47,851,198 | | | RSU | 11/19/2022 | | | | | 16,999 | 4,673,875 | | | | | RSU | 11/19/2021 | | | | | 8,837 | 2,429,733 | | | | | Option | 11/19/2022 | 31,273 | 62,546 | 210.80 | 11/19/2032 | | | | | | | Option | 11/19/2021 | 82,258 | 41,129 | 200.86 | 11/19/2031 | | | | | | | Option | 11/19/2020 | 129,707 | — | 207.57 | 11/19/2030 | | | | | | | Option | 11/19/2019 | 155,871 |

  185. All Other Compensation

    | 182.77 | 11/19/2029 | | | | | | (1) “PS,” “RSU,” and “Option” refer to performance shares, restricted stock units, and stock options, respectively, granted under our 2007 Equity Incentive Compensation Plan. | | (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. | | (3) Stock options vest in three substantially equal annual installments beginning on the first anniversary of the date of grant and expire 10 years from the date of grant. | | (4) Restricted stock units vest annually in three substantially equal installments beginning on the first anniversary of the date of grant. | | (5) The value shown is based on the September 30, 2024 per share closing price of our Class A common stock of $274.95. | | (6) Represents unearned shares under the performance share awards made on November 19, 2021, November 19, 2022, February 15, 2023, and November 19, 2023. Based on guidance provided by the SEC, for purposes of reporting awards in the body of the Outstanding Equity Awards at 2024 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 2024 year end. The amounts shown for the performance shares awarded on November 19, 2021 include the full award

  186. All Other Compensation

    or which the performance peri

  187. All Other Compensation

    ended on | | 2025 Proxy Statement | 83 | | September 30, 2024. Following the fiscal year-end, the actual shares earned from this award were determined to be 184% of target. The amounts shown for the performance shares awarded on November 19, 2022 and February 15, 2023, 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, 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. | | (7) The following table provides additional information as to the number of shares reported for performance shares as of September 30, 2024, in the Executive Compensation – Outstanding E

  188. All Other Compensation

    ity Awards at 2024 Fiscal Year-End Table. | | | Date when the Number of Performance Shares was Established | Date when Conditions for Grant were Established | | | | | | | | | Fiscal Year 2022 | Fiscal Year 2023 | Fiscal Year 2024 | To be Established in Fiscal Year 2025 | To be Established in Fiscal Year 2026 | Vest Date | | Ryan McInerney | 11/19/2021(a) | 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 | | | 11/19/2023(c) | | | 13,190 | 13,190 | 13,190 | 11/30/2026 | | | Total | | 131,082 | | | | | | Chris Suh | 11/19/2023(c) | | | 6,010 | 6,010 | 6,012 | 11/30/2026 | | | Total | | 6,010 | | | | | | Paul Fabara | 11/19/2021(a) | 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 | | | 11/19/2023(c) | | | 3,005 | 3,005 | 3,006 | 11/30/2026 | | | Total | | 52,043 | | | | | | Rajat Taneja | 11/19/2021(a) | 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 | | | 11/19/2023(c) | | | 8,348 | 8,348 | 8,348 | 11/30/2026 | | | Total | | 139,232 | | | | | | Kelly Mahon Tullier | 11/19/2021(a) | 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 | | | 11/19/2023(c) | | | 5,008 | 5,008 | 5,010 | 11/30/2026 | | | Total | | 91,996 | | | | | | Alfred F. Kelly, Jr. | 11/19/2021(a) | 35,348 | 35,348 | 35,348 | | | 11/30/2024 | | | 11/19/2022(b) | | 33,996 | 33,996 | 34,000 | | 11/30

  189. All Other Compensation

    025 | | | Total | | 174,036 | | | | | | (a) Displayed at maximum possible award (200% of target); following the completion of the performance period, the final result was determined to be 184% of target. | | (b) Displayed at the maximum number of performance shares subject to the award (200% of target). | | (c) Displayed at the target number of performance

  190. All Other Compensation

    hares sub

  191. All Other Compensation

    ct to the award (100% of target). | | 84 | | Option Exercises and Stock Vested for Fiscal Year 2024 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

  192. All Other Compensation

    ring the fiscal year ended September 30, 2024. | | 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 | 74,340 | 13,730,578 | 74,946 | 19,149,513 | | Chris Suh | — | — | 15,288 | 4,078,838 | | Paul Fabara | — | — | 21,906 | 5,589,411 | | Rajat Taneja | 70,746 | 12,958,072 | 69,922 | 17,840,601 | | Kelly Mahon Tullier | 27,707 | 5,177,602 | 30,523 | 7,779,115 | | Alfred F. Kelly, Jr.

  193. All Other Compensation

    320,221 | 51,427,073 | 137,845 | 35,359,048 | | (1) Amounts reflect the aggregate market value of Class A common stock on the day on which the restr

  194. All Other Compensation

    ted stock units or performance shares vested. | Pension Benefits for Fiscal Year 2024 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 yea

  195. All Other Compensation

    2024 audited consolidated financial statements. | 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 | 111,543 | — | | | Visa Excess Retirement Benefit Plan | 2.5 | — | — | | Rajat Taneja | Visa Retirement Plan | 2.1 | 59,454 | — | | | Visa Excess Retirement Benefit Plan | 2.1 | — | — | | Kelly Mahon Tullier | Visa Retirement Plan | 1.5 | 52,065 | — | | | Vi

  196. All Other Compensation

    Excess Retirement Benefit Plan | 1.5 | — | — | 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

  197. All Other Compensation

    lan or the Visa Excess Retire

  198. All Other Compensation

    nt Benefit Plan. | 2025 Proxy Statement | 85 | 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, gene

  199. All Other Compensation

    lly earn the right to receive certain benefits: | ● | upon retirement at the normal retirement age of 65; | | ● | upon early retirement at or after age 55 (or at or after age 50 if hired prior to October 1, 2002) and having completed at least 10 years of service with us; or | | ● | upon an earlier termination of employment, but

  200. All Other Compensation

    olely if the employee is vested at that time. | Prior to January 1, 2011, retirement benefits were calculated as the product of 1.25% times the employee’s years of service multiplied by the employee’s monthly final average earnings for the last 60 consecutive months before retirement (or, for employees hired prior to October 1, 2002, the product of 46.25% times the employee’s years of service divided by 25 years, multiplied by the employee’s monthly final average earnings for the 36 highest consecutive months in the last 60 months before retirement). Eligible earnings include salary, overtime, shift differentials, special and merit awards, and short-term cash incentive awards. 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 10 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 accrua

  201. All Other Compensation

    under th

  202. All Other Compensation

    Visa Excess Retirement Benefit Plan. | 86 | | Non-qualified Deferred Compensation for Fiscal Year 2024 Visa Deferred Compensation Plan Under the terms of the Visa Deferred Compensation Plan, eligible participants are able to defer up to 100% of their cash incentive awards if they submit a qualified deferral election. Benefits under the Visa Deferred Compensation Plan will be paid based on one of the following three distribution dates or events previously elected by the participant: (i) immediately upon, or up to five years following, retirement; (ii) immediately upon, or in the January following, termination; or (iii) if specifically elected by the participant, in January in a specified year while actively employed. However, upon a showing of financial hardship and receipt of approval from the plan administrator, a plan participant may be allowed to access funds in his or her deferred compensation account earlier than his or her existing distribution election(s). Benefits can be received either as a lump sum payment or in annual installments, except in the case of pre-retirement termination, in which case the participant must receive the benefit in a lump sum. Participants are always fully vested in their deferrals under the Visa Deferred Compensation Plan. Upon termination of the Visa Deferred Compensation Plan within 12 months of a “change of control,” participants’ benefits under the Visa Deferred Compensation Plan will be paid immediately in a lump sum. Visa Directors Deferred Compensation Under the terms of the Visa Directors Deferred Compensation Plan, non-employee directors are able to defer up to 100% of their fees payable in cash if they submit a qualified deferral election. Unless a participant’s separation from service constitutes his or her “retirement,” the participant’s benefits under the Visa Directors Deferred Compensation Plan will be paid in a lump sum in cash, as previously elected by the participant, either (i) within 90 days following the date of the separation from service, or (ii) on the next January 1 following the separation from service. Participants are always fully vested in their deferrals under the Visa Directors Deferred Compensation Plan. Upon termination of the Visa Director Deferred Compensation Plan within 12 months of a “change of control,” participants’ benefits under the Visa Director Deferred Compensation Plan will be paid immediately in a lump sum. Further, under the terms of the restricted stock unit award agreements applicable to directors, provided they submit a qualified deferral election, directors are eligible to defer settlement of the restricted stock units they receive for service on the Board until the later of (i) the first anniversary of the grant date or (ii) a date or dates during their service or following their separation from service, subject to earlier settlement upon the participant’s death or following a change in control. Visa 401k Plan and Visa Excess 401k Plan The Visa 401k Plan is a tax-qualified 401(k) retirement savings plan pursuant to which all of our U.S.-based employees, including our NEOs, are able to contribute up to 50%, or 13% for highly compensated employees, of their salary up to the limit prescribed by the Internal Revenue Code to the Visa 401k Plan on a pre-tax basis. Employees also have the option of contributing on an after-tax basis up to 50%, or 13% for highly compensated employees, of salary or a combination of pre-tax and after-tax contributions that do not exceed 50%, or 13% for highly compensated employees, of salary. All contributions are subject to the Internal Revenue Code limits. If an employee reaches the statutory pre-tax contribution limit during the calendar year, an employee may continue to make contributions to the Visa 401k Plan on an after-tax basis, subject to any applicable statutory limits. During fiscal year 2024, we contributed a matching amount equal to 200% of the first 5% of salary that was contributed by all plan participants, including NEOs, to the Visa 401k Plan. All employee and matching contributions to the Visa 401k Plan are fully vested upon contribution. Prior to February 1, 2014, we also provided for a contribution in an excess 401k plan. Because the Internal Revenue Code limits the maximum amount a company and an employee can contribute to an employee’s 401(k) plan account each year, we continued to provide the matching contribution, after the applicable Internal Revenue Code limits are reached, to the Visa Excess 401k Plan, which is a non-qualified noncontributory retirement savings plan. Employees are eligible to participate in the Visa Excess 401k Plan if their salaries are greater than the Internal Revenue Code pay cap or if the total of their contributions and our matching contributions to the Visa 401k Plan exceed the Internal Revenue Code benefit limit. The features of the Visa Excess 401k Plan are generally the same as under the Visa 401k Plan, except that benefits cannot be rolled over to an IRA or another employer’s qualified plan. Effective February 1, 2014, we discontinued any f

  203. All Other Compensation

    ure contributions to the Visa

  204. All Other Compensation

    xcess 401k Plan. | 2025 Proxy Statement | 87 | The following table provides information about each of our NEO’s contributions, earnings, distributions, and balances under the Visa Deferred Compensation Plan, the Visa Excess 401k Plan, the Director Deferred Compensation Plan, and amounts deferred under the 2007 Equity

  205. All Other Compensation

    ncentive Compensation Plan in fiscal year 2024. | Name | Plan Name | Executive Contributions in Last Fiscal Year ($)(1) | Aggregate Earnings in Last Fiscal Year ($)(2) | Aggregate Withdrawals/ Distributions ($)(3) | Aggregate Balance at Last Fiscal Year-End ($)(4) | | Ryan McInerney | Excess 401k Plan | — | 6,619 | — | 31,315 | | | Deferred Compensation Plan | — | — | — | — | | Chris Suh | Excess 401k Plan | — | — | — | — | | | Deferred Compensation Plan | — | — | — | — | | Paul Fabara | Excess 401k Plan | — | — | — | — | | | Deferred Compensation Plan | 211,200(1) | 93,208 | — | 1,147,260 | | Rajat Taneja | Excess 401k Plan | — | — | — | — | | | Deferred Compensation Plan | — | 988,766 | 906,492 | 4,026,779 | | Kelly Mahon Tullier | Excess 401k Plan | — | — | — | — | | | Deferred Compensation Plan | 1,645,875(1) | 2,441,289 | — | 13,577,849 | | Alfred F. Kelly, Jr. | Excess 401k Plan | — | — | — | — | | | Deferred Compensation Plan | — | 2,117,720 | 1,286,141 | 7,540,024 | | | 2007 Equity Incentive Compensation Plan | — | 56,706(5) | 272,243 | 123,728 | | | Director Deferred

  206. All Other Compensation

    mpensation Plan | — | 2,544 | 62,604 | 33,100 | | (1) These amounts were included in the Summary Compensation Table for fiscal year 2024. | | (2) The aggregate earnings were not included in the Summary Compensation Table for fiscal year 2024, as they do not represent above-market or preferential earnings. | | (3) Amounts in this column for Mr. Kelly that correspond to the 2007 Equity Incentive Compensation Plan include the value of shares delivered upon settlement of restricted stock units that Mr. Kelly received for his service as a non-employee director of the Company and include the value of dividend equivalents paid quarterly on the deferred restricted stock units. The restricted stock units were fully vested, but settlement was deferred until January 15, 2024. Such amounts reflect the aggregate market value of Class A common stock on January 15, 2024, the day on which the shares subject to the restricted stock units were delivered. Amounts in this column for Mr. Kelly that correspond to the Director Deferred Compensation Plan include deferred director fees paid in cash. Amounts in this column for Mr. Taneja and Mr. Kelly correspond to cash incentive compensation deferrals under the Deferred Compensation Plan. | | (4) Amounts in this column reflect values reported in the Summary Compensation Table when earned if that officer’s compensation was required to be disclosed in a previous year as follows: Mr. Kelly: $4,576,625; Mr. McInerney: $10,951; Mr. Fabara: $270,000; Mr. Taneja: $3,521,100; and Ms. Mahon Tullier: $6,386,375. This column also includes the value of restricted stock units Mr. Kelly was granted on November 19, 2014 and November 19, 2015, for his service as a non-employee director of the Company, as disclosed in the proxy statements filed with the SEC on December 11, 2015 and December 8, 2016, respectively, under Compensation of Non-Employee Directors – Equity Compensation. The restricted stock units are fully vested, but settlement of the shares has been deferred. The shares subject to the award granted on November 19, 2014, are scheduled to be settled in five annual installments, and the fifth of such five installments occurred on January 15, 2024. The shares subject to the award granted on November 19, 2015, are scheduled to be settled in five annual installments, and the fourth of such five installments occurred January 15, 2024. The reported value is based on the September 30, 2024, per share closing price of our Class A common stock of $274.95. | | (5) Represents the change in market value of the shares of our Class A common stock underlying the deferred restricted stock units held by Mr. Kelly as of September 30, 2024, calculated as the difference between (a) the per share closing price of our Class A common stock on September 30, 2023 and (b) the per share closing price of our Class A common stock on September 30, 2024. Also represents the change in market value of the shares of our Class A common stock that settled on January 15, 2024, calculated as the difference between (c) the per share closing price of our Class A common stock on September 30, 2023 and (d) the per share closing price of our Class A common stock on January 15, 2024. Includes additional earnings in the form of dividend equivalents, which ar

  207. All Other Compensation

    paid quar

  208. All Other Compensation

    rly on deferred restricted stock units. | | 88 | | The following table shows the funds available under the Visa Deferred Compensation Plan, the Visa Director Deferred Compensation Plan, and the Excess 401k Plan and their annual rate of return for fiscal yea

  209. All Other Compensation

    2024, as reported by the administrator of the plans. | Name of Fund | Rate of Return (%) | | DFA U.S. Small Cap Portfolio Institutional Class | 26.09% | | Dodge & Cox Income – Class X | 13.60% | | Dodge & Cox International Stock – Class X | 21.27% | | Fidelity Balanced Fund – Class K | 26.80% | | Fidelity 500 Index Fund – Institutional Premium Class | 36.33% | | T. Rowe Price Institutional Large Cap Growth Fund | 42.40% | | Vanguard Extended Market Index Fund – Institutional Plus Shares | 28.59% | | Vanguard Federal Money Market Fund | 5.41% | | Vanguard Total Bond Market Index Fund – Institutional Shares | 11.42% | | Vanguard Total Stock Market Index Fund – Institutional Shares | 35.26% | | Vanguard Total International Stock Index Fund – Institutional Plus Shares | 24.94% | | Vangu

  210. All Other Compensation

    d Value Index Fund – Institut

  211. All Other Compensation

    nal Shares | 29.79% | | 2025 Proxy Statement | 89 | Employment Arrangements and Potential Payments upon Termination or Change of Control We do not have fixed-term employment agreements with our NEOs. We entered into an offer letter with Mr. Suh in connection with his hiring in fiscal year 2023. Please refer to the section Offer Letter with Chris Suh in our proxy statement filed December 7, 2023, for additional details about Mr. Suh’s offer letter, including his new hire awards. Executive Severance Plan We believe it is appropriate to provide severance pay to an executive officer whose employment is involuntarily terminated by us without “cause” or whose employment is voluntarily terminated by the executive for “good reason” within two years following a change of control (each as defined in the Visa Inc. Executive Severance Plan). These severance benefits are intended to secure the continued services of executive officers, provide them with certain benefits in the event of a covered termination, and encourage their continued dedication to their duties notwithstanding the possibility or occurrence of a change in control. We believe the level of severance provided by our Executive Severance Plan is reasonable, responsible in value, consistent with the practices of our compensation peer group, and necessary to attract and retain key high-performing employees. Our NEOs are participants in the Executive Severance Plan, which provides for a capped, lump sum severance upon a qualifying termination of two times the sum of the executive’s base salary and target annual incentive award, a prorated bonus for any partial performance period under the annual incentive plan, and a cash amount equal to the cost of continued health benefits for two years post-termination. These benefits are subject to the NEO’s timely execution and non-revocation of a waiver and release of claims. For purposes of the Executive Severance Plan, a qualifying termination is limited to an involuntary termination by us without cause at any time or a resignation by the participant for good reason within two years following a change of control. Executive Severance Plan participants are required to comply with certain restrictive covenants, including obligations to uphold confidentiality and to abstain from soliciting Visa’s employees, customers, and clients for 18 months following a qualifying termination of the participant’s employment. Participants are also generally bound by the confidentiality, intellectual property, and non-solicitation provisions of any Confidential Information and Property Agreement, Proprietary Information Agreement, and/or any similar agreement previously executed by the applicable participant and the confidentiality provisions under Visa’s Code of Business Conduct and Ethics. The Executive Severance Plan does not provide for any gross-ups for excise taxes imposed as a result of severance or other payments deemed made in connection with a change of control. Cash Severance Policy for Section 16 Officers We have a cash severance policy (Severance Policy), which provides that we will not enter into any new employment agreement, severance agreement, or separation agreement with any Section 16 officer, or establish any new severance plan or policy covering any Section 16 officer, in each case that provides for “cash severance benefits” (as defined in the Severance Policy) exceeding 2.99 times the sum of the Section 16 officer’s base salary plus target bonus, unless we seek shareholder ratification of such agreement, plan, or policy. Equity Incentive Awards Pursuant to the terms of certain award agreements under the 2007 Equity Incentive Compensation Plan, if the employment of an NEO is involuntarily terminated by Visa without “cause” or voluntarily terminated by the NEO for “good reason”, in each case within two years following a change of control (as such terms are defined in the 2007 Equity Incentive Compensation Plan or applicable award agreement), then the unvested portion of any such equity incentive award will become fully vested (and at target levels, with respect to performance shares). There are no “single-trigger” payments available to NEOs upon a change of control. Under the terms of the equity incentive awards granted since November 19, 2021, if an NEO is involuntarily terminated by Visa without cause, the awards are paid on a pro-rated basis measured from the date of grant to the date of termination. Similar to the cash benefits described under Executive Compensation – Potential Payments upon Termination or Change of Control – Executive Severance Plan above, these equity award terms are reasonable, consistent with the practices of our compensation peer group, and necessar

  212. All Other Compensation

    to attrac

  213. All Other Compensation

    and retain key high-performing employees. | 90 | | Quantification of Termination Payments and Benefits The following tables reflect the amount of compensation that would be paid to each of our NEOs in the event of a termination of the individual’s employment under various scenarios. For NEOs other than Mr. Kelly, who retired from the Company on February 15, 2024, the amounts shown assume that such termination was effective as of September 30, 2024, and include estimates of the amounts that would be paid upon such individual’s termination. For Mr. Kelly, the amounts shown reflect actual amounts that were or will be paid in connection with his retirement, rather than including various termination scenarios. All equity values reported in the following tables are based on the closing price of our Class A common stock on the NYSE as of September 30, 2024. The “Health and Welfare Benefits” for NEOs other than Mr. Kelly reflect the estimated value of benefits payable for 24 months upon disability and for six months upon death; for Mr. Kelly, the “Health and Welfare Benefits” reflect a lump-sum cash payment to cover two years of continued health coverage for Mr. Kelly and his family under COBRA. The tables only include additional benefits that result from the termination and do not include any amounts or benefits earned, vested, accrued, or owing under any plan for any other reason. Please see the Executive Compensation – Grants of Plan-Based Awards in Fiscal Year 2024 Table, the Pension Benefits Table for Fiscal Year 2024, and the section entitled Non-qualified Deferred Compensation for Fiscal Year 2024 for additional information. Payments that would be made over a period of time have been estimated as the lump sum present value using 120% of the applicable federal rate. The actual amounts to be paid can only be dete

  214. Pay Versus Performance Table

    Pay Versus Performance Table

  215. Pay Versus Performance Table

    | | 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) ($) | | 2024 | N/A | 25,999,293 | N/A | 37,464,375 | 13,545,507 | 21,219,922 | 141.51 | 203.54 | 19,743 | 9.98 | | 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 |

  216. Pay Versus Performance Table

    | (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 2024, the Company’s non-PEO NEOs were Mr. Suh, Mr. Taneja, Ms. Mahon Tullier, Mr. Fabara, and Mr. Kelly. For fiscal year 2023, the Company’s non-PEO NEOs were Vasant 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. |

  217. Pay Versus Performance Table

    | (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 table below were made to Mr. McInerney’s total compensation for fiscal year 2024 to determine the compensation actually paid. Please refer to the section Pay Versus Performance in our proxy statement filed December 7, 2023 for a description of the adjustments for fiscal years 2023, 2022, and 2021. |

  218. Pay Versus Performance Table

    | | PEO | | | 2024 ($) | | Summary Compensation Table Total | 25,999,293 | | Deduction for change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the Summary Compensation Table for Fiscal Year 2024 (SCT) | (5,752) | | Deduction for Amounts Reported under the “Stock Awards” Column in the SCT | (15,303,203) | | Deduction for Amounts Reported under the “Option Awards” Column in the SCT | (4,937,518) | | Total Deductions from SCT | (20,246,473) | | Increase for Service Cost and Prior Service Cost for Pension Plans | – | | Increase for change in Fair Value from prior year end to vesting date of awards that vested during the year | 3,352,387 | | Increase 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 | 4,350,966 | | Increase for Fair Value as of vesting date of awards granted and vested during the year | – | | Increase for Fair Value of awards as of year end granted during year that remain outstanding and unvested as of year end | 24,008,202 | | Total Adjustments | 31,711,555 | | Compensation Actually Paid (SCT minus deductions plus total adjustments) | 37,464,375 |

  219. Pay Versus Performance Table

    | 96 | |

  220. Pay Versus Performance Table

    | (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 fiscal year 2024 to determine the compensation actually paid. Please refer to the section Pay Versus Performance in our proxy statement filed December 7, 2023, for a description of the adjustments for fiscal years 2023, 2022, and 2021. |

  221. Pay Versus Performance Table

    | | NEO Averages | | | 2024 ($) | | Summary Compensation Table Total | 13,545,507 | | Deduction for change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the SCT | (1,168) | | Deduction for Amounts Reported under the “Stock Awards” Column in the SCT | (9,127,739) | | Deduction for Amounts Reported under the “Option Awards” Column in the SCT | (1,674,997) | | Total Deductions from SCT | (10,803,904) | | Increase for Service Cost and Prior Service Cost for Pension Plans | – | | Increase for change in Fair Value from prior year end to vesting date of awards that vested during the year | 2,192,351 | | Increase 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 | 3,213,634 | | Increase for Fair Value as of vesting date of awards granted and vested during the year | 1,060,322 | | Increase for Fair Value of awards as of year end granted during year that remain outstanding and unvested as of year end | 12,012,012 | | Total Adjustments | 18,478,319 | | Compensation Actually Paid (SCT minus deductions plus total adjustments) | 21,219,922 |

  222. Pay Versus Performance Table

    | (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 30, 2020, through the end of the listed year in the Company and in the S&P 500 Financials Index, respectively, and that all dividends were reinvested. Historical stock performance is not necessarily indicative of future stock performance. |

  223. Pay Versus Performance Table

    | (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. |

  224. Pay Versus Performance Table

    | (6) Similar to the determination for our fiscal year ended September 30, 2023, we determined EPS, as adjusted for purposes of performance share awards (EPS - PS adjusted), 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, 2024. 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. |

  225. Compensation Actually Paid vs. Net Income (M)

    Compensation Actually Paid vs. Net Income (M)

  226. Compensation Actually Paid vs. EPS - PS Adjusted

    Compensation Actually Paid vs. EPS - PS Adjusted

  227. Compensation Actually Paid vs. EPS - PS Adjusted

    | 98 | |

  228. Compensation Actually Paid vs. Total Shareholder Return

    Compensation Actually Paid vs. Total Shareholder Return