DEF 14A of Visa Inc., Dec 8, 2025

DEF 14A of Visa Inc.

Filed Dec 8, 2025 · FY20250001308179-25-000635

Open on EDGAR

  1. Kelly Mahon Tullier

    | Employment Arrangements and Potential Payments upon Termination or Change of Control | | 81 | | CEO Pay Ratio | | 85 | | Pay versus Performance | | 86 | | Audit Matters | | 90 | | | Ratification of the Appointment of KPMG LLP | 90 | | Independent Registered Public Accounting Firm Fees | | 91 | | Pre-Approval Policies | | 91 | | Report of the Audit and Risk Committee | | 92 | | | Approval of Certificate Amendments to Limit Officer Liability as Permitted by Delaware Law | 93 | | Shareholder Proposals | | 94 | | | Shareholder Proposal Requesting the Board of Directors to Adopt a Policy for an Independent Chair | 94 | | | Shareholder Proposal on Shareholder Right to Act by Written Consent | 99 | | | Shareholder Proposal on Report on Online Sexual Exploitation | 102 | | | Shareholder Proposal on Inclusion ROI Audit | 106 | | Stock Ownership Information | | 110 | | Beneficial Ownership of Equity Securities | | 110 | | Delinquent Section 16(a) Reports | | 111 | | Equity Compensation Plan Information | | 112 | | Voting and Meeting Information | | 113 | | Information About Solicitation and Voting | | 113 | | Other Information | | 118 | | Shareholder Nominations and Proposals for 2027 Annual Meeting | | 118 | | Shareholders Sharing the Same Address | | 119 | | Fiscal Year 2025 Annual Report and SEC Filings | | 119 | | Notice to Investors Concerning Website Addresses, References to Additional Materials, and Forward-looking Statements | | 119 | | Appendix A: Non-GAAP Financial Information | | A1 | | Appendix B: Amendment to Visa’s Eighth Restated Certificate of Incorporation to limit liability of officers as permitted by Delaware law | | B1 |

  2. Independence

    Independence

  3. Independence

    | | Independent |

  4. Independence

    91% % of Independence

  5. Independence

    | 6 | |

  6. Independence

    Director Nominees

  7. Independence

    | | Lloyd A. Carney, 63 Founder, Chairman & CEO, Carney Global Ventures, LLC Tenure: 10 years Committees: ARC, CC Other Public Boards: 2 | | Kermit R. Crawford, 66 Director Tenure: 3 years Committees: ARC Other Public Boards: 2 | | | Francisco Javier Fernández-Carbajal, 70 Director General, Servicios Administrativos Contry SA de CV Tenure: 18 years Committees: CC, FC Other Public Boards: 1 | | Teri L. List, 62 Director Tenure: 3 years Committees: ARC, CC Other Public Boards: 3 | | | John F. Lundgren, 74 Board Chair Tenure: 8 years Committees: CC, NCGC Other Public Boards: 1 | | Ryan McInerney, 50 CEO, Visa Tenure: 2 years Committees: 0 Other Public Boards: 0 | | | Denise M. Morrison, 71 Founder, Denise Morrison & Associates, LLC Tenure: 7 years Committees: CC, NCGC Other Public Boards: 2 | | Pamela Murphy, 52 Director Tenure: 2 years Committees: FC, NCGC Other Public Boards: 1 | | | William Ready, 46 CEO, Pinterest, Inc. Tenure: <1 year Committees: FC, NCGC Other Public Boards: 2 | | Linda J. Rendle, 47 CEO, The Clorox Company Tenure: 5 years Committees: ARC, NCGC Other Public Boards: 1 | | | Maynard G. Webb, Jr., 70 Founder, Webb Investment Network Tenure: 11 years Committees: CC, FC Other Public Boards: 2 | | |

  8. Independence

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

  9. Independence

    | 2026 Proxy Statement | 7 |

  10. Independence

    | | | | | | | | Approval, on an Advisory Basis, of Compensation Paid to our Named Executive Officers | | | | | | | | | | | | | The Board recommends a vote FOR this proposal. | See page 49 | |

  11. Independence

    Principles of our Compensation Program

  12. Independence

    | 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, 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. |

  13. Qualifications and Background of Board Nominees

    Qualifications and Background of Board Nominees

  14. Qualifications and Background of Board Nominees

    | Qualifications | | | | | | | | | | | | | | | Payments Seasoned payments expert with a nuanced understanding of the sector. | | | n | | | n | | | n | | n | | | Technology Leader in a technology-oriented role or company. | n | | | | | n | | n | n | | n | | | Senior Leadership Notable experience serving as a senior leader within a business. | n | n | n | n | n | n | n | n | n | n | n | | | Public Company Boards Extensive experience serving on the board of a public company. | n | n | n | n | n | n | n | n | n | n | n | | | Financial Deep understanding of the financial side of the business. | n | n | n | n | n | n | n | n | n | n | n | | | Global Markets Has maintained a global presence having operated worldwide. | n | | n | n | n | n | n | n | n | n | n | | | Marketing/Brand Strategic experience with marketing and branding of a business. | | n | | | n | n | n | | n | n | n | | | Risk Tenured professional with deep expertise in multiple areas of risk. | n | n | n | n | n | n | n | n | | n | | | | Government/Geo-Political Brings notable exposure navigating a regulatory environment. | n | | n | | | n | | | n | | | | | E-Commerce/Mobile Leader in digital channel and e-commerce delivery. | | | | n | | n | n | | n | n | n |

  15. Qualifications and Background of Board Nominees

    | | Background | | | | | | | | | | | | | | Gender Diversity | | | | n | | | n | n | | n | | | | African-American/Black | n | n | | | | | | | | | | | | Latino/Spanish Heritage | | | n | | | | | | | | | | Independence | | | | | | | | | | | | | | | 91% of director nominees are independent. | n | n | n | n | n | | n | n | n | n | n | | Tenure | | | | | | | | | | | | | | | Years on Board | 10 | 3 | 18 | 3 | 8 | 2 | 7 | 2 | <1 | 5 | 11 |

  16. Qualifications and Background of Board Nominees

    | 12 | |

  17. Director Nominee Biographies

    Director Nominee Biographies The following is additional information about each of the director nominees as of the date of this proxy statement, including professional background, director positions held currently or at any time during the past 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, other than Mr. Ready, was last elected by shareholders at the 2025 Annual Meeting. Mr. Ready was appointed to the Board on September 29, 2025.

  18. Director Nominee Biographies

    | | | 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 | | | Lloyd A. Carney Age: 63 Director Since: June 2015 Board Committees: •Audit and Risk Committee •Compensation Committee (Chair) | | | | | | | 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) | | | Skills | | | | | | Technology | | | | | Senior Leadership | | | | | Public Company Boards | | | | | Financial | | | | | Global Markets | | | | | Risk | | | | | | Other Public Company Directorships Current Public Company Boards: •Grid Dynamics Holdings Inc. (Chairman) •Vertex Pharmaceuticals Public Company Boards in the Past Five Years: None | 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 | | | Government/ Geo-Political | | |

  19. Director Nominee Biographies

    | 2026 Proxy Statement | 13 |

  20. Director Nominee Biographies

    | | | 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 | | | Kermit R. Crawford Age: 66 Director Since: October 2022 Board Committees: •Audit and Risk Committee (Chair) | | | | | | | 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 owned 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) | | | Skills | | | | | | Senior Leadership | | | | | Public Company Boards | | | | | Financial | | | | | Marketing/Brand | | | | | | Other Public Company Directorships Current Public Company Boards: •C.H. Robinson Worldwide, Inc. •The Allstate Corporation Public Company Boards in the Past Five Years: •TransUnion | Educational Background B.S. degree from The College of Pharmacy and Health Sciences at Texas Southern University | | | Risk | | |

  21. Director Nominee Biographies

    | 14 | |

  22. Director Nominee Biographies

    | | | 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 | | | Francisco Javier Fernández-Carbajal Age: 70 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) | | | Skills | | | | | | Payments | | | | | Senior Leadership | | | | | Public Company Boards | | | | | Financial | | | | | | Other Public Company Directorships Current Public Company Boards: •CEMEX S.A.B. de C.V. •Fomento Economica Mexicano S.A.B. de C.V. (Alternate Director) Public Company Boards in the Past Five Years: •ALFA S.A.B. de C.V. •Fomento Economico Mexicano, 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 | | | Global Markets | | | | | Risk | | | | | Government/ Geo-Political | | |

  23. Director Nominee Biographies

    | 2026 Proxy Statement | 15 |

  24. Director Nominee Biographies

    | | | 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 | | | Teri L. List Age: 62 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 responsibility (from 1994 to 1999) Deloitte LLP, an auditing, consulting, tax, and advisory services firm •Senior Manager (from 1985 to 1994) | | | Skills | | | | | | Senior Leadership | | | | | Public Company Boards | | | | | Financial | | | | | Global Markets | | | | | Risk | | | | | E-Commerce/Mobile | | | | | | Other Public Company Directorships Current Public Company Boards: •Danaher Corporation •Microsoft Corporation •lululemon athletica, inc. Public Company Boards in the Past Five Years: •Double Verify Holdings •Oscar Health, Inc. | Educational Background Bachelor’s degree in accounting from Northern Michigan University and a certified public accountant |

  25. Director Nominee Biographies

    | 16 | |

  26. Director Nominee Biographies

    | | | 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 | | | John F. Lundgren Age: 74 Director Since: April 2017 •Board Chair (since January 2024) and Lead Independent Director (April 2019 to January 2024) Board Committees: •Compensation Committee •Nominating and Corporate Governance Committee | | | | | | | Career Highlights 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) | | | Skills | | | | | | Senior Leadership | | | | | Public Company Boards | | | | | Financial | | | | | Global Markets | | | | | Marketing/Brand | | | | | | Other Public Company Directorships Current Public Company Boards: •Topgolf Callaway Brands Corp (Chairman) Public Company Boards in the Past Five Years: None | Educational Background B.A. degree from Dartmouth College and an M.B.A. degree from Stanford University | | | Risk | | |

  27. Director Nominee Biographies

    | 2026 Proxy Statement | 17 |

  28. Director Nominee Biographies

    | | | 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 | | | Ryan McInerney Age: 50 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) | | | Skills | | | | | | Payments | | | | | Technology | | | | | Senior Leadership | | | | | Public Company Boards | | | | | Financial | Other Public Company Directorships Current Public Company Boards: None Public Company Boards in the Past Five Years: None | Educational Background Bachelor’s degree in Finance from the University of Notre Dame | | | Global Markets | | | | | Marketing/Brand | | | | | Risk | | | | | Government/ Geo-Political | | | | | E-Commerce/Mobile | | |

  29. Director Nominee Biographies

    | 18 | |

  30. Director Nominee Biographies

    | | | 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 | | | Denise M. Morrison Age: 71 Director Since: August 2018 Board Committees: •Compensation Committee •Nominating and Corporate Governance Committee (Chair) | | | | | | | 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) •Positions of increasing responsibility in Sales and Integrated Logistics (from 1995 to 2000) 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) | | | Skills | | | | | | Senior Leadership | | | | | Public Company Boards | | | | | Financial | | | | | Global Markets | | | | | Marketing/Brand | | | | | Risk | | | | | E-Commerce/Mobile | | | | | | Other Public Company Directorships Current Public Company Boards: •MetLife, Inc. •Quest Diagnostics Inc. Public Company Boards in the Past Five Years: None | Educational Background B.S. degrees in Economics and Psychology from Boston College |

  31. Director Nominee Biographies

    | 2026 Proxy Statement | 19 |

  32. Director Nominee Biographies

    | | | 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 | | | Pamela Murphy Age: 52 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) | | | Skills | | | | | | Technology | | | | | Senior Leadership | | | | | Public Company Boards | | | | | Financial | | | | | Global Markets | Other Public Company Directorships Current Public Company Boards: •Rockwell Automation, Inc. Public Company Boards in the Past Five Years: •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 | | | Risk | | |

  33. Director Nominee Biographies

    | 20 | |

  34. Director Nominee Biographies

    | | | Specific Qualifications, Experience, Attributes, and Skills Technology and Payments Brings significant experience in developing, managing, and leading high-growth companies in the payments and mobile technology industries, along with expertise in consumer payments, money movement, cybersecurity, and AI Public Company Boards As a current and former director of publicly-traded companies, he has accumulated extensive experience with corporate governance, business strategy, and operations | | | William Ready Age: 46 Director Since: September 2025 Board Committees: •Finance Committee •Nominating and Corporate Governance Committee | | | | | | | Career Highlights Pinterest, Inc., a visual search and discovery company •Chief Executive Officer (since June 2022) Alphabet Inc., a technology company •President of Commerce, Payments and Next Billion Users (from January 2020 to June 2022) PayPal Holdings, Inc., an internet-based payment system company •Executive Vice President & Chief Operating Officer (from October 2016 to December 2019) •Senior Vice President, Global Head, Product & Engineering (from July 2015 to September 2016) •Chief Executive Officer, Braintree and Venmo (from January 2014 to June 2015) Braintree Payment Solutions, Inc., a mobile and web payment systems company, acquired by PayPal Holdings, Inc. •Chief Executive Officer (from August 2011 to December 2013) Accel, a venture capital and growth equity firm •Executive-in-Residence (2011) iPay Technologies, LLC, an electronic bill pay provider, acquired by Jack Henry & Associates, Inc. •President (from 2008 to 2011) McKinsey & Company, a global management consulting firm •Strategy Consultant (from 2005 to 2008) | | | Skills | | | | | | Payments | | | | | Technology | | | | | Senior Leadership | | | | | Public Company Boards | | | | | Financial | | | | | | Other Public Company Directorships Current Public Company Boards: •Pinterest, Inc. •Williams-Sonoma, Inc. Other Public Company Boards in the Past Five Years: •Automatic Data Processing, Inc. | Educational Background B.S. degree in Information Systems and Finance from the University of Louisville and M.B.A from Harvard Business School | | | Global Markets | | | | | Marketing/Brand | | | | | Government/ Geo-Political | | | | | E-Commerce/Mobile | | |

  35. Director Nominee Biographies

    | 2026 Proxy Statement | 21 |

  36. Director Nominee Biographies

    | | | 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 | | | Linda J. Rendle Age: 47 Director Since: November 2020 Board Committees: •Audit and Risk 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) •Positions of increasing responsibility in Sales and as General Manager of business units (from 2003 to 2018) Procter & Gamble, a global consumer products company •Several positions in sales management (from August 2000 to December 2002) | | | Skills | | | | | | Senior Leadership | | | | | Public Company Boards | | | | | Financial | | | | | | Other Public Company Directorships Current Public Company Boards: •The Clorox Company (Chair) Public Company Boards in the Past Five Years: None | Educational Background Bachelor’s degree in Economics from Harvard University | | | Global Markets | | | | | Marketing/Brand | | | | | Risk | | | | | E-Commerce/Mobile | | |

  37. Director Nominee Biographies

    | 22 | |

  38. Director Nominee Biographies

    | | | 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 | | | Maynard G. Webb, Jr. Age: 70 Director Since: January 2014 Board Committees: •Compensation Committee •Finance Committee (Chair) | | | | | | | 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) | | | Skills | | | | | | Payments | | | | | Technology | | | | | Senior Leadership | | | | | Public Company Boards | | | | | | Other Public Company Directorships Current Public Company Boards: •Salesforce, Inc. •AppLovin Corporation Public Company Boards in the Past Five Years: Yahoo! Inc. | Educational Background Bachelor of Applied Arts degree from Florida Atlantic University | | | Financial | | | | | Global Markets | | | | | Marketing/Brand | | | | | E-Commerce/Mobile | | |

  39. Director Nominee Biographies

    | 2026 Proxy Statement | 23 |

  40. Board Composition and Refreshment

    Board Composition and Refreshment The Nominating and Corporate Governance Committee regularly oversees and plans for director succession and refreshment of the Board to cultivate a diversity of skills, occupational and personal backgrounds, perspectives, experiences, and tenure 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 Assess Candidates Against Skills and Qualifications Needed on Board section of this proxy statement. Qualified individuals identified by the Nominating and Corporate Governance Committee to become directors are then recommended to the Board for appointment or nomination.

  41. Committee Chair Rotation

    Committee Chair Rotation In alignment with the Board’s ongoing commitment to refreshment and effective governance, the Board implemented a planned rotation of certain committee chair positions in 2025. The Nominating and Corporate Governance Committee believes that periodic leadership changes at the committee level strengthen the Board’s overall effectiveness by introducing new approaches to oversight, fostering the exchange of knowledge and experience among directors, and encouraging continuous improvement in decision-making processes. Additionally, the planned rotation provides opportunities for directors to deepen their understanding of different areas of the Company’s operations and governance, enhancing the Board’s collective expertise. Effective January 28, 2025, Lloyd A. Carney was appointed Compensation Committee Chair, Kermit R. Crawford was appointed Audit and Risk Committee Chair, and Denise M. Morrison was appointed Nominating and Corporate Governance Committee Chair. Through these and other rotation measures, the Board seeks to maintain a dynamic governance framework that is well-positioned to address evolving business challenges and advance the Company’s long-term strategic objectives.

  42. Process for Nomination of Director Candidates

    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 re-election, 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.

  43. Process for Nomination of Director Candidates

    | | | | | | | | | | | | | Consider Nominations from Various Sources | | Assess Candidates Against Skills and Qualifications Needed on Board | | Assess Director Time Commitment and Engagement | | Consider Diversity and Refreshment of Board | | Review Independence and Potential Conflicts | | Nominate Candidates |

  44. Process for Nomination of Director Candidates

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  45. Process for Nomination of Director Candidates

    | | 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 more information about the process for proposing director candidates to the Nominating and Corporate Governance Committee for consideration, 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 in the Shareholder Nominations and Proposals for 2027 Annual Meeting section of this proxy statement. For more information about this process, 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. |

  46. Process for Nomination of Director Candidates

    | | 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 at the 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. | | | | | | | | | | | | | | Payments | Technology | Senior Leadership | Public Company Boards | Financial | | | | | | | | | | Global Markets | Marketing & Brand | Risk | Government & Geo-Political | E-Commerce & Mobile | | | 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. | | | | |

  47. Process for Nomination of Director Candidates

    | | Assess Director Time Commitment and Engagement Our Board’s evaluation process assesses individual director performance to confirm appropriateness of continued Board service. For more information about the Board’s evaluation processes, see the Board of Directors and Committee Evaluations section of this proxy statement. The Board values meaningful contributions of each director’s time, professional background, and expertise, and it conducts an in-depth review of each director’s commitments and contributions on an annual basis before nominating candidates for election at the Annual Meeting. Our Board also considers appropriate limits for our directors’ outside public board service. 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. |

  48. Process for Nomination of Director Candidates

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  49. Process for Nomination of Director Candidates

    | The Nominating and Corporate Governance Committee considers many factors when assessing the continued appropriateness of our policies 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 of 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: | | | 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 | | 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. The Nominating and Corporate Governance Committee considers a number of factors, including the director’s other time commitments, leadership positions on outside boards, record of attendance at Board and committee meetings, potential conflicts of interest and other legal considerations, as well as the anticipated impact of the proposed directorship or audit committee service on the director’s ability to devote sufficient time to our Board. The Nominating and Corporate Governance Committee conducted a review of director commitments for our 2026 director nominees and affirmed that all nominees, with the exception of Ms. List and Mr. Ready, as discussed below, are compliant with our board limit policy, and determined 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 publicly-traded 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 her simultaneous service would not impair Ms. List’s ability to effectively serve on the Company’s Audit and Risk Committee and waived the limit for service on the Audit and Risk Committee. Mr. Ready is the chief executive officer of a publicly-traded company and serves on that board as well as two other public company boards, including Visa’s Board. The Nominating and Corporate Governance Committee and the Board considered Mr. Ready’s commitments, including the nature and time involved in his service on other boards, his professional background, including his experience with technology-based products and services, and his expertise in consumer payments, money movement, AI, and cybersecurity. The Nominating and Corporate Governance Committee and Board also considered Mr. Ready’s ability to contribute valuable insights from his operational experience as a chief executive officer leading and scaling high-growth companies in the payments and mobile technology industries, and his ability to effectively balance his commitments while serving on Visa’s Board. Following this review, the Board determined that Mr. Ready’s background and experience would be a benefit to the Board and that his simultaneous service on three publicly-traded company boards would not impair his ability to serve on the Company’s Board; accordingly, the Board waived the limit for service on other boards applicable to an executive officer of a publicly-traded company. | |

  50. Process for Nomination of Director Candidates

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  51. Process for Nomination of Director Candidates

    | | Consider Diversity and Refreshment of Board The Board, through the Nominating and Corporate Governance Committee, strives to be a board that reflects our key stakeholders around the world, including clients, customers, employees, business partners, and shareholders. While the Board does not have a formal policy on diversity, the Board seeks out a diversity of skills, occupational and personal backgrounds, perspectives, experiences, and tenure on the Board that promotes and supports the Company’s long-term strategy. To support this objective, the Nominating and Corporate Governance Committee endeavors to include, and requests any search firm that it engages endeavor to include, candidates with diverse skills, occupational and personal backgrounds, perspectives, and experiences in the pool from which the Committee considers director candidates. The Board itself is ultimately responsible for selecting its nominees for election by shareholders, with the ultimate selection of nominees based on merit. 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. |

  52. Process for Nomination of Director Candidates

    | | 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 the 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 the relationship is material. For more information about our independence guidelines, see our Corporate Governance Guidelines. In October 2025, 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 current 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, William Ready, 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 determined that each member of the Audit and Risk Committee and the Compensation Committee meets the additional, heightened independence criteria applicable to those committee members under the NYSE rules. |

  53. Process for Nomination of Director Candidates

    | | Selection of Candidates The Nominating and Corporate Governance Committee’s work has resulted in six new directors being added to the Board since 2020. Our intentional and planned approach has resulted in a diversity of skills, occupational and personal backgrounds, perspectives, experiences, and tenure on the Board that promotes and supports the Company’s long-term strategy. |

  54. Process for Nomination of Director Candidates

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  55. Board Oversight of Compensation Programs

    | 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. 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. 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. 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 target grant value is subject to performance conditions over a three-year period. |

  56. Certain Relationships and Related Person Transactions

    U.S.-based directors may defer the payment of all or a portion of the cash retainer payments, as described below under the heading Visa Directors Deferred Compensation. 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 28, 2025, the date of our 2025 Annual Meeting of Shareholders, each then-serving 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. This annual equity grant value did not increase from the 2024 value. 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 2025: Mr. Ready joined the Board on September 29, 2025 and his prorated initial grant occurred on October 15, 2025, which is in fiscal year 2026; in addition, Mr. Laguarta was appointed to the Board after November 2017, so he will not receive an additional grant at the end of his term. Restricted stock unit grants to all non-employee directors vest immediately upon grant and are settled in shares. 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 for each director. Other Policies and Practices

  57. Visa Directors Deferred Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Lloyd A. Carney | 172,500 | 259,891 | 20,000 | 452,391 | | Kermit R. Crawford | 152,500 | 259,891 | 15,000 | 427,391 | | Francisco Javier Fernández-Carbajal | 145,000 | 259,891 | — | 404,891 | | Ramon Laguarta | 145,000 | 259,891 | — | 404,891 | | Teri L. List | 145,000 | 259,891 | 35,000 | 439,891 | | John F. Lundgren | 377,500 | 259,891 | 5,000 | 642,391 | | Denise M. Morrison | 167,500 | 259,891 | 10,000 | 437,391 | | Pamela Murphy | 145,000 | 259,891 | 5,000 | 409,891 | | William Ready(4) | — | — | — | — | | Linda J. Rendle | 145,000 | 259,891 | 20,000 | 424,891 | | Maynard G. Webb, Jr. | 175,000 | 259,891 | 20,000 | 454,891 |

  58. Key Elements of Our Fiscal Year 2025 Compensation Program

    | 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, Business Drivers, Foundational, and Company Objectives. 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 pre-established, 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 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. |

  59. Variable over Fixed Pay

    Variable over Fixed Pay •For 2025, 95% 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 and TSR goals. The payouts for the annual cash incentive and performance shares are capped at 200% of target.

  60. Focus on Pre-Established Performance Metrics

    Focus on Pre-Established Performance Metrics •For 2025, 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 2025 Compensation – Select Corporate Performance Goals and Results for Fiscal Year 2025. 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 exceeded the performance goals established for the fiscal year. •Similar to our approach in prior years, the 2025 annual incentive plan scorecard also included goals in the following three categories: Business Drivers, Foundational, and Company Objectives. These performance goals were designed to align with our strategic objectives, as described under Compensation Discussion and Analysis – Fiscal Year 2025 Compensation – Select Corporate Performance Goals and Results for Fiscal Year 2025. 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 2025 Compensation – Select Corporate Performance Goals and Results for Fiscal Year 2025. 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 140% 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 compared to the other companies in the S&P 500. In this proxy statement, we refer to the EPS metric as EPS – PS adjusted. Our 2025 EPS – PS adjusted was between the target and maximum established for 2025, resulting in a performance factor of 126.0% for the relevant portion of each performance share award granted in 2023, 2024, and 2025. •The performance shares previously awarded in 2023 completed their three-year performance period at the end of 2025. Performance shares earned pursuant to these awards were based on EPS – PS adjusted for fiscal years 2023, 2024, and 2025 and our three-year relative TSR measured against the TSR of the other companies in the S&P 500. As described under Compensation Discussion and Analysis – Fiscal Year 2025 Compensation – Long Term Incentive Compensation – Determination of Shares Earned for Performance Shares Previously Awarded on November 19, 2022 and February 15, 2023, performance against the two metrics resulted in the achievement of 162.7% of the target number of performance shares subject to these awards. The awards granted on November 19, 2022 vested on November 30, 2025, and the awards granted on February 15, 2023 remain subject to time-based vesting conditions through February 15, 2026.

  61. Focus on Pre-Established Performance Metrics

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  62. Highlights of our Executive Compensation Program

    | What We Do | | | Pay for Performance: A significant portion of each NEO’s target annual compensation is variable and at-risk based on achievement of pre-established performance goals. Annual Say-on-Pay Vote: We conduct an annual Say-on-Pay advisory vote. Recoupment Policies: 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 Awards: 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. |

  63. Highlights of our Executive Compensation Program

    | 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 executive officer 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. |

  64. Say-on-Pay

    Say-on-Pay At the 2025 Annual Meeting of Shareholders, approximately 92% of the votes cast on the Company’s annual Say-on-Pay proposal supported our 2024 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 2025 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 2025 we reached out to our top 75 shareholders, representing approximately 61% of our outstanding Class A common stock. Common questions we received about our executive compensation program related to our annual incentive design and our approach to goal setting for long-term incentive awards. Our annual incentive design is described under Compensation Discussion and Analysis – Fiscal Year 2025 Compensation – Annual Incentive Plan.

  65. Setting Performance Goals and Making Compensation Determinations

    Setting Performance Goals and Making Compensation Determinations

  66. Setting Performance Goals and Making Compensation Determinations

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  67. Setting Performance Goals and Making Compensation Determinations

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  68. Role of Independent Consultant

    Role of Independent Consultant Our Compensation Committee has the sole authority to retain and replace compensation consultants to provide it with independent advice. The Compensation Committee has engaged Meridian 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 2025, 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 2025, 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.

  69. Compensation Peer Group

    Compensation Peer Group As part of its annual compensation review process, the Compensation Committee discussed with its independent consultant an analysis of our 2025 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: •Direct business competitors. •S&P 500 companies (a) classified as financial services, technology excluding hardware and manufacturing, and interactive media/entertainment; (b) with a 12-month average market capitalization value between approximately one-fourth and four times Visa’s average market capitalization; and (c) with annual revenues of less than $170 billion. Certain peer companies may fall outside of these guidelines if they are determined to be a relevant market competitor for NEO talent. Using the categories described above as a guideline, the Compensation Committee identified the following 21 companies as peers for 2025. Capital One Financial Corporation replaced Discover Financial Services in the peer group upon the closing of the transaction between the two companies.

  70. Compensation Peer Group

    | | Related Industry Peers | | | Direct Peers | Financial Services | Technology & Interactive Media/Entertainment | | •American Express Company •Capital One Financial Corporation •Mastercard Incorporated •PayPal Holdings, Inc. | •Bank of America Corporation •BlackRock, Inc. •Citigroup Inc. •JPMorgan Chase & Co. •Morgan Stanley •The Goldman Sachs Group, Inc. •Wells Fargo & Company | •Accenture plc •Adobe Inc. •Alphabet Inc. •Block, Inc. •IBM Corporation •Intuit Inc. •Meta Platforms, Inc. •Microsoft Corporation •Oracle Corporation •Salesforce, Inc. |

  71. Compensation Peer Group

    In July 2025, using the same methodology described above except with a revenue cap of $188 billion, the Compensation Committee reviewed the peer companies and replaced Block, Inc. with Uber Technologies, Inc. for 2026 and for compensation decisions at the end of 2025.

  72. Compensation Peer Group

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  73. Use of Market Data

    Use of Market Data To attract and retain key executives, we consider total direct compensation for our NEOs by reference to the range of compensation paid to similarly situated executives of our compensation peer group. This includes salary, annual incentive targets, and long-term incentive grant values. The actual level of our NEOs’ total direct compensation is determined based on both individual and corporate performance and can vary based on such factors as expertise, performance, or advancement potential.

  74. Base Salary

    Base Salary When setting our NEOs’ base salaries, the Compensation Committee generally considers the range of compensation paid to similarly situated executive officers of our compensation peer group. The Compensation Committee may set salaries relative to this range based on considerations including the expertise, performance, or advancement potential of each NEO, including relative to other NEOs. The base salary levels of our NEOs typically are considered annually as part of our performance review process, and upon an NEO’s promotion or other change in job responsibilities. During its annual review of the base salaries of our NEOs for 2025, the Compensation Committee considered market data for our compensation peer group; an internal review of each NEO’s compensation, both individually and relative to other NEOs; and the individual performance of each NEO. Based on this review, and in consultation with its independent consultant, the Compensation Committee increased Mr. McInerney’s base salary from $1,450,000 to $1,500,000, effective October 1, 2024. Other NEOs’ base salaries remained the same, as they continued to be well-aligned with peers and reflective of individual performance and responsibilities.

  75. Annual Incentive Plan

    Annual Incentive Plan

  76. Annual Incentive Plan

    | Annual Base Salary | | Annual Incentive Target [% of Salary] | | Payout Percentage [up to 200%] | | Annual Incentive Award |

  77. Incentive Plan Target Award Percentage

    Incentive Plan Target Award Percentage During 2025, 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.

  78. Incentive Plan Target Award Percentage

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  79. Select Corporate Performance Goals and Results for Fiscal Year 2025

    Select Corporate Performance Goals and Results for Fiscal Year 2025 The Compensation Committee approved an annual incentive scorecard for 2025, consistent with the approach it has used since 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, Business Drivers, Foundational, and Company Objectives.

  80. The Compensation Committee’s Process

    | 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 |

  81. The Compensation Committee’s Process

    | | 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 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 or other 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 5, 2024, except that certain preliminary goals were finalized on January 27, 2025. 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. | | | Evaluate Achievement of Scorecard Goals Following the end of 2025, 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. |

  82. The Compensation Committee’s Process

    For purposes of the annual incentive plan, our Net Revenue Growth – VIP adjusted for 2025 was determined as year-over-year growth in GAAP net revenue, adjusted to exclude pre-established adjustments made in accordance with the terms of the annual incentive plan determined at the beginning of 2025. Our Net Income Growth – VIP adjusted and EPS Growth – VIP adjusted were 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 2025. Further, for purposes of the annual incentive plan, Payments Transactions Growth VIP adjusted was determined by adjusting total Payments Transactions Growth to exclude pre-established adjustments made in accordance with the terms of the annual incentive plan determined at the beginning of 2025, and Payments Volume Growth constant dollar VIP adjusted and Cross-Border Volume Growth excluding Intra-Europe constant dollar VIP adjusted for 2025 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, 2024.

  83. The Compensation Committee’s Process

    | | Individual Performance for Fiscal Year 2025 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. |

  84. The Compensation Committee’s Process

    •Exceeded goals on all financial metrics in the annual incentive scorecard •Effectively engaged shareholders, including through Visa’s 2025 Investor Day •Shifted company’s financial management focus and rhythms to multi-year cycles, balancing thoughtful expense management with long-term investments aligned to Visa’s multi-year strategy •Drove more efficient and effective operations, including modernization of key systems and enhanced shared services model

  85. The Compensation Committee’s Process

    | | 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 2025 annual incentive plan would be 140% 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 2025 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 2025 and are set forth in the following table. |

  86. The Compensation Committee’s Process

    | | Salary for FY25 Payout Determinationx | Target Annual Incentive%(1) | x | Target Annual Incentive$(1)x | Payout Percentage | = | Final Award | | Ryan McInerney | $1,500,000 | | 250% | $3,750,000 | 140% | | $5,250,000 | | Chris Suh | $900,000 | | 175% | $1,575,000 | 140% | | $2,205,000 | | Paul Fabara | $800,000 | | 160% | $1,280,000 | 140% | | $1,792,000 | | Rajat Taneja | $1,200,000 | | 200% | $2,400,000 | 140% | | $3,360,000 | | Kelly Mahon Tullier | $900,000 | | 175% | $1,575,000 | 140% | | $2,205,000 |

  87. Long-Term Incentive Compensation

    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 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.

  88. Long-Term Incentive Awards Granted in Fiscal Year 2025

    Long-Term Incentive Awards Granted in Fiscal Year 2025 In determining the types and amounts of annual equity awards to be granted to our NEOs in 2025, 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 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. The target value of annual equity awards granted to each NEO in 2025 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.

  89. Long-Term Incentive Awards Granted in Fiscal Year 2025

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  90. Long-Term Incentive Awards Granted in Fiscal Year 2025

    The following table displays the total combined target value of annual equity awards approved by the Compensation Committee for our NEOs in November 2024, 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 2025 and the Executive Compensation – Grants of Plan-Based Awards in Fiscal Year 2025 table because the aggregate grant date fair values of the awards displayed in those tables are computed in accordance with stock-based accounting rules, such that performance shares will be displayed in tranches over multiple years when annual EPS goals are set and target grant values of options and restricted stock units vary slightly from the accounting values.

  91. Long-Term Incentive Awards Granted in Fiscal Year 2025

    | | Components of Annual Equity Awards Granted on November 19, 2024 | | | Total Combined Target Grant Date Value of Annual Equity Awards ($) | | | Target Grant Date Value of Stock Options ($) | Target Grant Date Value of Restricted Stock Units ($) | Target Grant Date Value of Performance Shares ($) | | | 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 |

  92. Stock Options and Restricted Stock Units

    Stock Options and Restricted Stock Units The dollar value of the annual equity awards in the table above were converted to a specific number of stock options or restricted stock units on the November 19, 2024 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.

  93. Performance Shares

    Performance Shares The value displayed for performance shares in the table above reflects the target value of the annual award. The target number of performance shares is determined at the beginning of a three-year performance period and the number of shares earned after the three-year period will range from zero to 200% of target depending on our corporate performance, as measured by: •the average result of Visa’s EPS performance against EPS goals established for each of the three fiscal years; and •an overall modifier based on Visa’s TSR ranked relative to S&P 500 companies, over the three-year performance period. Vesting of the performance shares is generally subject to each NEO’s continued employment through the entire three-year performance period, except upon death, disability, retirement, involuntary terminations without cause, and certain qualifying (double-trigger) terminations in connection with a change of control, as described in the section titled Executive Compensation – Employment Arrangements and Potential Payments upon Termination or Change of Control. EPS is an appropriate long-term metric to measure year-over-year profitability, efficiency, and compensation risk management, driving shareholder value creation over time. We set EPS goals annually and average the results over three fiscal years to enable us to establish goals that are meaningful and so that the EPS results relative to the goals are not disproportionately impacted by unforeseeable market factors outside the NEOs’ control over a multi-year period. This approach provides a performance and retention incentive over the long term with full vesting at the end of three years, while also including a modifier based on three-year relative TSR performance.

  94. Performance Shares

    | 2026 Proxy Statement | 63 |

  95. FY2025-FY2027 Performance Share Design

    FY2025-FY2027 Performance Share Design

  96. FY2025-FY2027 Performance Share Design

    | FY2025 | | FY2026 | | FY2027 | | | | 2025 EPS | | | | | | Number of shares determined based on average of EPS results and modified based on TSR performance; awards vest November 30, 2027 | | | | 2026 EPS | | | | | | | | | | 2027 EPS | | | | TSR Result (3 year period) | | | | | | |

  97. Relative TSR Modifier

    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.

  98. EPS Goals

    | | | FY23 | | | FY24 | | | FY25 | | | FY26 | | | FY27 | | | Performance Shares Granted 11/19/22 and 2/15/23 | Min | Target | Max | Min | Target | Max | Min | Target | Max | | | | | | | | EPS: Goals by Year | $7.42 | $8.34 | $8.92 | $8.70 | $9.78 | $10.46 | $9.98 | $11.17 | $11.95 | | | | | | | | EPS-PS Adjusted | $8.66 | | | $9.98 | | | $11.37 | | | | | | | | | | Result as a % of Target | 154.8% | | | 129.3% | | | 126.0% | | | | | | | | | | TSR Result | | | | | | | | | | | | | | | | | Performance Shares Granted 11/19/23 | | | | Min | Target | Max | Min | Target | Max | Min | Target | Max | | | | | EPS: Goals by Year | | | | $8.70 | $9.78 | $10.46 | $9.98 | $11.17 | $11.95 | — | — | — | | | | | EPS-PS Adjusted | | | | $9.98 | | | $11.37 | | | | | | | | | | Result as a % of Target | | | | 129.3% | | | 126.0% | | | | | | | | | | TSR Result | | | | | | | | | | | | | | | | | Performance Shares Granted 11/19/24 | | | | | | | Min | Target | Max | Min | Target | Max | Min | Target | Max | | EPS: Goals by Year | | | | | | | $9.98 | $11.17 | $11.95 | — | — | — | — | — | — | | EPS-PS Adjusted Result | | | | | | | $11.37 | | | | | | | | | | Result as a % of Target | | | | | | | 126.0% | | | | | | | | | | TSR Result | | | | | | | | | | | | | | | |

  99. Determination of Shares Earned for Performance Shares Previously Awarded on November 19, 2022 and February 15, 2023

    Determination of Shares Earned for Performance Shares Previously Awarded on November 19, 2022 and February 15, 2023 The performance shares previously awarded to NEOs on November 19, 2022 and February 15, 2023 completed their three-year performance period at the end of 2025. As a result, the Compensation Committee determined and certified the Company’s actual results over the three-year period in November 2025, which determined the final number of shares earned pursuant to those awards. As illustrated below, based on the annual EPS results for fiscal years 2023, 2024, and 2025, and our TSR Rank over the three-year period, the performance shares earned equated to 162.7% of the target number of shares established on November 19, 2022 and February 15, 2023. The awards granted on February 15, 2023 remain subject to time-based vesting conditions through February 15, 2026.

  100. Determination of Shares Earned for Performance Shares Previously Awarded on November 19, 2022 and February 15, 2023

    | Primary Metric | Threshold ($) | Target ($) | Maximum ($) | Result ($) | EPS Result as % of Target(1) | | 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 | | Fiscal Year 2025 EPS-PS adjusted | 9.98 | 11.17 | 11.95 | 11.37 | 126.0% of Target | | Average Result | | | | | 136.7% of Target |

  101. Determination of Shares Earned for Performance Shares Previously Awarded on November 19, 2022 and February 15, 2023

    (1)Percentage is based on unrounded values.

  102. Determination of Shares Earned for Performance Shares Previously Awarded on November 19, 2022 and February 15, 2023

    | 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 | 69th percentile | 119% |

  103. Determination of Shares Earned for Performance Shares Previously Awarded on November 19, 2022 and February 15, 2023

    | Primary Metric Result | Times | Modifying Metric | Equals | Final Payout Result as a % of Target (capped at 200%) | | 136.7% | x | 119% | = | 162.7% |

  104. Determination of Shares Earned for Performance Shares Previously Awarded on November 19, 2022 and February 15, 2023

    Based on this Final Payout Result of 162.7%, on November 30, 2025, the NEOs who had been granted 2023 performance shares on November 19, 2022 and one-time performance shares on February 15, 2023 earned shares equal to 162.7% of the target number of shares granted to each of them on the respective date, except that the performance shares granted on February 15, 2023 remain subject to time-based vesting conditions. As a result, for the 2023 performance shares granted to certain NEOs on November 19, 2022, Mr. McInerney earned 52,098 shares versus his target of 32,021 shares, Mr. Fabara earned 15,437 shares versus his target of 9,488 shares, Mr. Taneja earned 48,239 shares versus his target of 29,649 shares, and Ms. Mahon Tullier earned 27,786 shares versus her target of 17,078 shares. Further, for performance shares granted to certain NEOs on February 15, 2023, Mr. McInerney will earn 10,662 shares versus his target of 6,553 shares, Mr. Fabara will earn 21,322 shares versus his target of 13,105 shares, Mr. Taneja will earn 35,537 shares versus his target of 21,842 shares, and Ms. Mahon Tullier will earn 35,537 shares versus her target of 21,842 shares, subject in each case to time-based vesting conditions through February 15, 2026.

  105. Determination of Shares Earned for Performance Shares Previously Awarded on November 19, 2022 and February 15, 2023

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  106. Severance

    Severance In order to attract and retain high-performing NEOs, we believe it is appropriate to provide severance to an executive officer in certain circumstances. Our severance arrangements are reasonable, responsible in value, tailored to the circumstances of the termination of employment, and in line with market practice. We do not gross up for excise taxes that may be imposed as a result of severance payments and, for payments payable upon or following a change of control, we require a qualifying termination of employment in addition to the change of control. 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. For more information, see the Executive Compensation – Employment Arrangements and Potential Payments upon Termination or Change of Control – Executive Severance Plan section of this proxy statement.

  107. Fiscal Year 2026 Compensation

    Fiscal Year 2026 Compensation On November 4, 2025, the Compensation Committee approved the annual equity awards for our NEOs to be granted on November 19, 2025. The equity awards 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. 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 of 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 2025, 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 2026 and the Executive Compensation – Grants of Plan-Based Awards in Fiscal Year 2026 table because the aggregate grant date fair values of the awards that will be displayed in those tables will be computed in accordance with stock-based accounting rules, such that performance shares will be displayed in tranches over multiple years when annual EPS goals are set and target grant values of options and restricted stock units vary slightly from the accounting values.

  108. Fiscal Year 2026 Compensation

    | | Components of Annual Equity Awards Granted on November 19, 2025 | | | Total Combined Target Grant Date Value of Equity Awards ($) | | | Target Grant Date Value of Stock Options ($) | Target Grant Date Value of Restricted Stock Units ($) | Target Grant Date Value of Performance Shares ($) | | | Ryan McInerney | 7,375,000 | 7,375,000 | 14,750,000 | 29,500,000 | | Chris Suh | 2,750,000 | 2,750,000 | 5,500,000 | 11,000,000 | | Paul Fabara | 1,875,000 | 1,875,000 | 3,750,000 | 7,500,000 | | Rajat Taneja | 3,750,000 | 3,750,000 | 7,500,000 | 15,000,000 | | Kelly Mahon Tullier | 2,125,000 | 2,125,000 | 4,250,000 | 8,500,000 |

  109. Stock Grant Practices

    Stock Grant Practices The Compensation Committee maintains a Policy on Granting Equity Awards (Equity Grant Policy), which contains procedures to prevent stock option backdating and other grant timing issues. Under the Equity Grant Policy, the Compensation Committee approves annual grants to executive officers and other members of the Executive Committee at a meeting to occur during the quarter following each fiscal year end. The Board has delegated the authority to Mr. McInerney as the sole member of the Stock Committee to make annual awards to employees who are not members of the Executive Committee and who are not subject to Section 16(a) of the Exchange Act (Section 16 officers). The grant date for annual awards to all employees has been established as November 19 of each year. In addition to the annual grants, stock awards may be granted at other times during the year to new hires, employees receiving promotions, and in other special circumstances. The Equity Grant Policy provides that only the Compensation Committee may make such “off-cycle” grants to NEOs, other members of Visa’s Executive Committee, and Section 16 officers. The Compensation Committee has delegated the authority to the Stock Committee to make off-cycle grants to other employees, subject to guidelines established by the Compensation Committee. Any off-cycle awards approved by the Stock Committee or the Compensation Committee are granted on the 15th day of the calendar month or on such other date determined by the Stock Committee, Compensation Committee, or the Board. 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 options were granted to NEOs in 2025. During 2025, 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 2025.

  110. Recoupment Policies

    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 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.

  111. Summary Compensation Table for Fiscal Year 2025

    Summary Compensation Table for Fiscal Year 2025 The following table and related footnotes describe the total compensation earned for services rendered during fiscal years 2025, 2024, and 2023 by our NEOs. The primary elements of each NEO’s total compensation as reported in the table are base salary, annual incentive compensation, and long-term incentive compensation in the form of stock options, restricted stock units, and performance shares. Certain other benefits are listed in the “All Other Compensation” column and additional detail about these benefits is provided in the Executive Compensation – All Other Compensation in Fiscal Year 2025 table.

  112. Summary Compensation Table for Fiscal Year 2025

    | 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 | 2025 | 1,505,782 | — | 18,723,306 | 5,687,509 | 5,250,000 | 20,632 | 373,431 | 31,560,660 | | | 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 | | Chris Suh Chief Financial Officer | 2025 | 903,478 | — | 5,848,647 | 2,249,995 | 2,205,000 | — | 40,000 | 11,247,120 | | | 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 | 2025 | 803,087 | — | 5,831,343 | 1,249,965 | 1,792,000 | — | 38,692 | 9,715,087 | | | 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 | 2025 | 1,204,630 | — | 14,687,923 | 3,374,993 | 3,360,000 | 5,100 | 36,250 | 22,668,896 | | | 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 | | Kelly Mahon Tullier Vice Chair, Chief People and Corporate Affairs Officer | 2025 | 903,478 | — | 9,510,260 | 1,875,021 | 2,205,000 | 5,214 | 53,995 | 14,552,968 | | | 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 |

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

    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 2025. There are no above market or preferential earnings on non-qualified deferred compensation.

  114. Grants of Plan-Based Awards in Fiscal Year 2025

    Grants of Plan-Based Awards in Fiscal Year 2025 The following table provides information about non-equity incentive awards and long-term equity-based awards granted during 2025 to each of our NEOs. Cash awards are made pursuant to the VIP and equity awards are made pursuant to the 2007 Equity Incentive Compensation Plan. There can be no assurance that the grant date fair value of the equity awards will be realized by our NEOs.

  115. Grants of Plan-Based Awards in Fiscal Year 2025

    | | | | | 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 of Stock/Units (#)(4) | All Other Option Awards: Number of Securities Underlying Options (#)(4)(5) | Exercise or Base Price of Option Awards ($/Share)(5) | Grant Date Fair Value of Stock and Option Awards ($)(6) | | Name | Award Type(1) | Grant Date | Approval Date | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Ryan McInerney | VIP | | | 3,750,000 | 7,500,000 | | | | | | | | | | PS | 11/19/24(7) | 11/5/24 | | | 5,338 | 10,675 | 21,350 | | | | 3,814,284(11) | | | PS | 11/19/24(8) | 11/5/24 | | | 1,093 | 2,185 | 4,370 | | | | 780,722(11) | | | PS | 11/19/24(9) | 11/5/24 | | | 6,595 | 13,190 | 26,380 | | | | 4,319,461(11) | | | PS | 11/19/24(10) | 11/5/24 | | | 6,079 | 12,158 | 24,316 | | | | 4,121,319(11) | | | RSU | 11/19/24 | 11/5/24 | | | | | | 18,238 | | | 5,687,520 | | | Option | 11/19/24 | 11/5/24 | | | | | | | 77,325 | 311.85 | 5,687,509 | | Chris Suh | VIP | | | 1,575,000 | 3,150,000 | | | | | | | | | | PS | 11/19/24(9) | 11/5/24 | | | 3,005 | 6,010 | 12,020 | | | | 1,968,155(11) | | | PS | 11/19/24(10) | 11/5/24 | | | 2,405 | 4,810 | 9,620 | | | | 1,630,494(11) | | | RSU | 11/19/24 | 11/5/24 | | | | | | 7,215 | | | 2,249,998 | | | Option | 11/19/24 | 11/5/24 | | | | | | | 30,590 | 311.85 | 2,249,995 | | Paul Fabara | VIP | | | 1,280,000 | 2,560,000 | | | | | | | | | | PS | 11/19/24(7) | 11/5/24 | | | 1,582 | 3,164 | 6,328 | | | | 1,130,529(11) | | | PS | 11/19/24(8) | 11/5/24 | | | 2,185 | 4,369 | 8,738 | | | | 1,561,087(11) | | | PS | 11/19/24(9) | 11/5/24 | | | 1,503 | 3,005 | 6,010 | | | | 984,077(11) | | | PS | 11/19/24(10) | 11/5/24 | | | 1,336 | 2,672 | 5,344 | | | | 905,755(11) | | | RSU | 11/19/24 | 11/5/24 | | | | | | 4,008 | | | 1,249,895 | | | Option | 11/19/24 | 11/5/24 | | | | | | | 16,994 | 311.85 | 1,249,965 | | Rajat Taneja | VIP | | | 2,400,000 | 4,800,000 | | | | | | | | | | PS | 11/19/24(7) | 11/5/24 | | | 4,942 | 9,883 | 19,766 | | | | 3,531,295(11) | | | PS | 11/19/24(8) | 11/5/24 | | | 3,641 | 7,282 | 14,564 | | | | 2,601,931(11) | | | PS | 11/19/24(9) | 11/5/24 | | | 4,174 | 8,348 | 16,696 | | | | 2,733,803(11) | | | PS | 11/19/24(10) | 11/5/24 | | | 3,608 | 7,215 | 14,430 | | | | 2,445,741(11) | | | RSU | 11/19/24 | 11/5/24 | | | | | | 10,823 | | | 3,375,153 | | | Option | 11/19/24 | 11/5/24 | | | | | | | 45,885 | 311.85 | 3,374,993 | | Kelly Mahon Tullier | VIP | | | 1,575,000 | 3,150,000 | | | | | | | | | | PS | 11/19/24(7) | 11/5/24 | | | 2,847 | 5,694 | 11,388 | | | | 2,034,523(11) | | | PS | 11/19/24(8) | 11/5/24 | | | 3,641 | 7,282 | 14,564 | | | | 2,601,931(11) | | | PS | 11/19/24(9) | 11/5/24 | | | 2,504 | 5,008 | 10,016 | | | | 1,640,020(11) | | | PS | 11/19/24(10) | 11/5/24 | | | 2,004 | 4,008 | 8,016 | | | | 1,358,632(11) | | | RSU | 11/19/24 | 11/5/24 | | | | | | 6,013 | | | 1,875,154 | | | Option | 11/19/24 | 11/5/24 | | | | | | | 25,492 | 311.85 | 1,875,021 |

  116. Grants of Plan-Based Awards in Fiscal Year 2025

    (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 2025 Compensation – Annual Incentive Plan. There is no threshold level of performance for the VIP in 2025. 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 2025 are included in the “Non-Equity Incentive Plan Compensation” column of the Executive Compensation – Summary Compensation Table for Fiscal Year 2025. (3)Represents the range of possible awards of performance shares granted in 2025. Awards are capped at the maximum of 200% and could be as low as zero.

  117. Grants of Plan-Based Awards in Fiscal Year 2025

    | 74 | |

  118. Grants of Plan-Based Awards in Fiscal Year 2025

    (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 2025, 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, 2022, for which the grant date fair value was established on November 19, 2024. The shares earned from this award vested on November 30, 2025. (8)Consistent with the requirements of FASB ASC Topic 718, the amount represents the third of three portions of the performance share award made on February 15, 2023, for which the grant date fair value was established on November 19, 2024. The shares earned from these awards are scheduled to vest on February 15, 2026. (9)Consistent with the requirements of FASB ASC Topic 718, the amount represents the second third of the performance share award made on November 19, 2023, for which the grant date fair value was established on November 19, 2024. The shares earned from this award are scheduled to vest on November 30, 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, 2024, for which the grant date fair value was established on November 19, 2024. The shares earned from this award are scheduled to vest on November 30, 2027. (11)Represents the value of performance shares based on the probable outcome as of the date of grant determined in accordance with FASB ASC Topic 718 using a Monte Carlo simulation.

  119. Grants of Plan-Based Awards in Fiscal Year 2025

    | 2026 Proxy Statement | 75 |

  120. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The following table presents information with respect to equity awards made to each of our NEOs that were outstanding on September 30, 2025.

  121. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | | | 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) | | | | | | | 154,224 | 52,648,989 | | | RSU | 11/19/2024 | | | | | 18,238 | 6,226,088 | | | | | RSU | 11/19/2023 | | | | | 13,190 | 4,502,802 | | | | | RSU | 02/15/2023 | | | | | 1,092 | 372,787 | | | | | RSU | 11/19/2022 | | | | | 5,337 | 1,821,945 | | | | | Option | 11/19/2024 | — | 77,325 | 311.85 | 11/19/2034 | | | | | | | Option | 11/19/2023 | 26,311 | 52,624 | 249.56 | 11/19/2033 | | | | | | | Option | 02/15/2023 | 8,508 | 4,255 | 228.92 | 02/15/2033 | | | | | | | Option | 11/19/2022 | 39,273 | 19,637 | 210.80 | 11/19/2032 | | | | | | | Option | 11/19/2021 | 77,334 | — | 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 | 104,855 | — | 109.82 | 11/19/2027 | | | | | | Chris Suh | PS | Various(7) | | | | | | | 33,660 | 11,490,851 | | | RSU | 11/19/2024 | | | | | 7,215 | 2,463,057 | | | | | RSU | 11/19/2023 | | | | | 6,011 | 2,052,035 | | | | | RSU | 08/15/2023 | | | | | 15,289 | 5,219,359 | | | | | Option | 11/19/2024 | — | 30,590 | 311.85 | 11/19/2034 | | | | | | | Option | 11/19/2023 | 11,990 | 23,980 | 249.56 | 11/19/2033 | | | | | | Paul Fabara | PS | Various(7) | | | | | | | 62,550 | 21,353,319 | | | RSU | 11/19/2024 | | | | | 4,008 | 1,368,251 | | | | | RSU | 11/19/2023 | | | | | 3,006 | 1,026,188 | | | | | RSU | 11/19/2022 | | | | | 1,582 | 540,063 | | | | | Option | 11/19/2024 | — | 16,994 | 311.85 | 11/19/2034 | | | | | | | Option | 11/19/2023 | 5,995 | 11,990 | 249.56 | 11/19/2033 | | | | | | | Option | 11/19/2022 | — | 5,819 | 210.80 | 11/19/2032 | | | | |

  122. Outstanding Equity Awards at 2025 Fiscal Year-End

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  123. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | | | 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) | | | | | | | 150,804 | 51,481,470 | | | RSU | 11/19/2024 | | | | | 10,823 | 3,694,756 | | | | | RSU | 11/19/2023 | | | | | 8,348 | 2,849,840 | | | | | RSU | 11/19/2022 | | | | | 4,942 | 1,687,100 | | | | | Option | 11/19/2024 | — | 45,885 | 311.85 | 11/19/2034 | | | | | | | Option | 11/19/2023 | 16,653 | 33,306 | 249.56 | 11/19/2033 | | | | | | | Option | 11/19/2022 | 36,364 | 18,182 | 210.80 | 11/19/2032 | | | | | | | Option | 11/19/2021 | 72,410 | — | 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 | 68,835 | — | 109.82 | 11/19/2027 | | | | | | Kelly Mahon Tullier | PS | Various(7) | | | | | | | 105,888 | 36,148,045 | | | RSU | 11/19/2024 | | | | | 6,013 | 2,052,718 | | | | | RSU | 11/19/2023 | | | | | 5,009 | 1,709,972 | | | | | RSU | 11/19/2022 | | | | | 2,847 | 971,909 | | | | | Option | 11/19/2024 | — | 25,492 | 311.85 | 11/19/2034 | | | | | | | Option | 11/19/2023 | 9,991 | 19,984 | 249.56 | 11/19/2033 | | | | | | | Option | 11/19/2022 | 20,946 | 10,473 | 210.80 | 11/19/2032 | | | | | | | Option | 11/19/2021 | 40,839 | — | 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 | 37,281 | — | 109.82 | 11/19/2027 | | | | |

  124. Outstanding Equity Awards at 2025 Fiscal Year-End

    (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, 2025 per share closing price of our Class A common stock of $341.38. (6)Represents unearned shares under the performance share awards made on November 19, 2022, February 15, 2023, November 19, 2023, and November 19, 2024. Based on guidance provided by the SEC, for purposes of reporting awards in the body of the Outstanding Equity Awards at 2025 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 2025 year end. The amounts shown for the performance shares awarded on November 19, 2022 and February 15, 2023 include the full award for which the performance period ended on September 30, 2025. Following the fiscal year end, the actual shares earned from these awards were determined to be 162.7% of target. The amounts shown for the performance shares awarded on November 19, 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, 2024 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, 2025, in the Executive Compensation – Outstanding Equity Awards at 2025 Fiscal Year End table.

  125. Outstanding Equity Awards at 2025 Fiscal Year-End

    | 2026 Proxy Statement | 77 |

  126. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | Date when the Number of Performance Shares was Established | Date when Conditions for Grant were Established | | | | | | | | | Fiscal Year 2023 | Fiscal Year 2024 | Fiscal Year 2025 | To be Established in Fiscal Year 2026 | To be Established in Fiscal Year 2027 | Vest Date | | Ryan McInerney | 11/19/2022(a) | 21,346 | 21,346 | 21,350 | | | 11/30/2025 | | | 2/15/2023(a) | 4,368 | 4,368 | 4,370 | | | 2/15/2026 | | | 11/19/2023(b) | | 26,380 | 26,380 | 26,380 | | 11/30/2026 | | | 11/19/2024(b) | | | 24,316 | 24,316 | 24,320 | 11/30/2027 | | | Total | 154,224 | | | | | | | Chris Suh | 11/19/2023(b) | | 12,020 | 12,020 | 12,024 | | 11/30/2026 | | | 11/19/2024(b) | | | 9,620 | 9,620 | 9,620 | 11/30/2027 | | | Total | 33,660 | | | | | | | Paul Fabara | 11/19/2022(a) | 6,324 | 6,324 | 6,328 | | | 11/30/2025 | | | 2/15/2023(a) | 8,736 | 8,736 | 8,738 | | | 2/15/2026 | | | 11/19/2023(b) | | 6,010 | 6,010 | 6,012 | | 11/30/2026 | | | 11/19/2024(b) | | | 5,344 | 5,344 | 5,346 | 11/30/2027 | | | Total | 62,550 | | | | | | | Rajat Taneja | 11/19/2022(a) | 19,766 | 19,766 | 19,766 | | | 11/30/2025 | | | 2/15/2023(a) | 14,560 | 14,560 | 14,564 | | | 2/15/2026 | | | 11/19/2023(b) | | 16,696 | 16,696 | 16,696 | | 11/30/2026 | | | 11/19/2024(b) | | | 14,430 | 14,430 | 14,430 | 11/30/2027 | | | Total | 150,804 | | | | | | | Kelly Mahon Tullier | 11/19/2022(a) | 11,384 | 11,384 | 11,388 | | | 11/30/2025 | | | 2/15/2023(a) | 14,560 | 14,560 | 14,564 | | | 2/15/2026 | | | 11/19/2023(b) | | 10,016 | 10,016 | 10,020 | | 11/30/2026 | | | 11/19/2024(b) | | | 8,016 | 8,016 | 8,018 | 11/30/2027 | | | Total | 105,888 | | | | | |

  127. Outstanding Equity Awards at 2025 Fiscal Year-End

    (a)Displayed at maximum possible award (200% of target); following the completion of the performance period, the final result was determined to be 162.7% of target. (b)Displayed at the maximum number of performance shares subject to the award (200% of target).

  128. Option Exercises and Stock Vested for Fiscal Year 2025

    Option Exercises and Stock Vested for Fiscal Year 2025 The following table provides additional information about the value realized by our NEOs on stock option award exercises, restricted stock units vesting, and performance shares vesting during the fiscal year ended September 30, 2025.

  129. Option Exercises and Stock Vested for Fiscal Year 2025

    | | 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 | 107,180 | 26,567,311 | 79,710 | 25,100,889 | | Chris Suh | — | — | 18,294 | 6,203,711 | | Paul Fabara | 169,033 | 27,429,317 | 22,065 | 6,937,188 | | Rajat Taneja | 50,000 | 12,952,687 | 71,554 | 22,499,042 | | Kelly Mahon Tullier | 18,641 | 4,472,868 | 40,567 | 12,755,122 |

  130. Option Exercises and Stock Vested for Fiscal Year 2025

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

  131. Option Exercises and Stock Vested for Fiscal Year 2025

    | 78 | |

  132. Pension Benefits for Fiscal Year 2025

    Pension Benefits for Fiscal Year 2025 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 2025 audited consolidated financial statements.

  133. Pension Benefits for Fiscal Year 2025

    | 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 | 132,175 | — | | | Visa Excess Retirement Benefit Plan | 2.5 | — | — | | Rajat Taneja | Visa Retirement Plan | 2.1 | 64,554 | — | | | Visa Excess Retirement Benefit Plan | 2.1 | — | — | | Kelly Mahon Tullier | Visa Retirement Plan | 1.5 | 57,279 | — | | | Visa Excess Retirement Benefit Plan | 1.5 | — | — |

  134. Pension Benefits for Fiscal Year 2025

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

  135. Non-qualified Deferred Compensation for Fiscal Year 2025

    Non-qualified Deferred Compensation for Fiscal Year 2025

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

    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 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.

  137. Pay Versus Performance Table

    Pay Versus Performance Table

  138. 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) ($) | | 2025 | — | 31,560,660 | — | 55,819,305 | 14,546,017 | 27,037,841 | 176.94 | 245.77 | 20,058 | 11.37 | | 2024 | — | 25,999,293 | — | 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 | — | 19,999,309 | — | 14,336,181 | 11,163,702 | 89.99 | 131.04 | 14,957 | 7.48 | | 2021 | 30,944,838 | — | 49,033,170 | — | 14,676,296 | 22,427,602 | 112.05 | 159.13 | 12,311 | 5.90 |

  139. 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 2025, the Company’s non-PEO NEOs were Mr. Suh, Mr. Taneja, Ms. Mahon Tullier, and Mr. Fabara. For 2024, the Company’s non-PEO NEOs were Mr. Suh, Mr. Taneja, Ms. Mahon Tullier, Mr. Fabara, and Mr. Kelly. For 2023, the Company’s non-PEO NEOs were Vasant Prabhu, Mr. Suh, Mr. Taneja, Ms. Mahon Tullier, and Mr. Fabara. For 2022 and 2021, the Company’s non-PEO NEOs were Mr. Prabhu, Mr. McInerney, Mr. Taneja, and Ms. Mahon Tullier. (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 2025 to determine the compensation actually paid. Please refer to the Pay Versus Performance section in our proxy statement filed December 9, 2024 for a description of the adjustments for 2024 and the Pay Versus Performance section in our proxy statement filed December 7, 2023 for a description of the adjustments for 2023, 2022, and 2021.

  140. Pay Versus Performance Table

    | | PEO | | | 2025 ($) | | Summary Compensation Table Total | 31,560,660 | | Deduction for change in the Actuarial Present Values reported under the “Change in Pension Value and Non-qualified Deferred Compensation Earnings” Column of the Summary Compensation Table for Fiscal Year 2025 (SCT) | (20,632) | | Deduction for Amounts Reported under the “Stock Awards” Column in the SCT | (18,723,306) | | Deduction for Amounts Reported under the “Option Awards” Column in the SCT | (5,687,509) | | Total Deductions from SCT | (24,431,447) | | 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 | 6,761,821 | | 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 | 11,048,135 | | 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 | 30,880,136 | | Total Adjustments | 48,690,092 | | Compensation Actually Paid (SCT minus deductions plus total adjustments) | 55,819,305 |

  141. Pay Versus Performance Table

    | 86 | |

  142. 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 2025 to determine the compensation actually paid. Please refer to the Pay Versus Performance section in our proxy statement filed December 9, 2024 for a description of the adjustments for 2024 and the Pay Versus Performance section in our proxy statement filed December 7, 2023, for a description of the adjustments for 2023, 2022, and 2021.

  143. Pay Versus Performance Table

    | | NEO Averages | | | 2025 ($) | | Summary Compensation Table Total | 14,546,017 | | Deduction for change in the Actuarial Present Values reported under the “Change in Pension Value and Non-qualified Deferred Compensation Earnings” Column of the SCT | (2,578) | | Deduction for Amounts Reported under the “Stock Awards” Column in the SCT | (8,969,543) | | Deduction for Amounts Reported under the “Option Awards” Column in the SCT | (2,187,494) | | Total Deductions from SCT | (11,159,615) | | 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 | 3,045,811 | | 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 | 6,172,980 | | 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 | 14,432,648 | | Total Adjustments | 23,651,439 | | Compensation Actually Paid (SCT minus deductions plus total adjustments) | 27,037,841 |

  144. 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. (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. (6)Similar to the determination for our fiscal years ended September 30, 2023 and September 30, 2024, 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, 2025. See the Compensation Discussion and Analysis – Performance Shares – EPS Goals section of 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 2022 and 2021, and we may determine a different financial performance measure to be the most important financial performance measure in future years.

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

    Compensation Actually Paid vs. Net Income (M)

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

    | | PEO (Ryan McInerney) Compensation Actually Paid | | PEO (Alfred Kelly) Compensation Actually Paid | | | Non-PEO NEOs Average Compensation Actually Paid | | Net Income (M) |

  147. Compensation Actually Paid vs. EPS - PS Adjusted

    Compensation Actually Paid vs. EPS - PS Adjusted

  148. Compensation Actually Paid vs. EPS - PS Adjusted

    | | PEO (Ryan McInerney) Compensation Actually Paid | | PEO (Alfred Kelly) Compensation Actually Paid | | | Non-PEO NEOs Average Compensation Actually Paid | | EPS - PS Adjusted |

  149. Compensation Actually Paid vs. EPS - PS Adjusted

    | 88 | |

  150. Compensation Actually Paid vs. Total Shareholder Return

    Compensation Actually Paid vs. Total Shareholder Return

  151. Compensation Actually Paid vs. Total Shareholder Return

    | | PEO (Ryan Mclnerney) Compensation Actually Paid | | PEO (Alfred Kelly) Compensation Actually Paid | | | Non-PEO NEOs Average Compensation Actually Paid | | Visa Total Shareholder Return | | | Peer Group Total Shareholder Return | | |

  152. Directors and Executive Officers

    Directors and Executive Officers The following table sets forth information known to the Company as of December 1, 2025, with respect to beneficial ownership of our Class A common stock by: •each member of the Board; •our named executive officers for fiscal year 2025; and •all current executive officers and directors of Visa as a group. None of the directors or named executive officers individually, or directors and current executive officers as a group, beneficially owned more than 1% of the total number of shares of our Class A common stock outstanding as of December 1, 2025.

  153. Directors and Executive Officers

    | Name of Beneficial Owner | Class A Common Stock | Class A Common Stock Obtainable Within 60 days | Total(1) | | Directors and Named Executive Officers: | | | | | Ryan McInerney | 274,569 | 548,517 | 823,086 | | Rajat Taneja | 255,855 | 473,145 | 729,000 | | Kelly Mahon Tullier | 53,202 | 240,833 | 294,035 | | Paul D. Fabara | 33,969 | 23,473 | 57,442 | | Chris Suh | 20,511 | 34,176 | 54,687 | | Francisco Javier Fernández-Carbajal | 32,376 | — | 32,376 | | Denise M. Morrison | 9,272 | — | 9,272 | | John F. Lundgren | 8,908 | — | 8,908 | | Ramon Laguarta | 6,409 | — | 6,409 | | Teri L. List | 3,666 | — | 3,666 | | Pamela Murphy | 2,576 | — | 2,576 | | Lloyd A. Carney | 2,468 | — | 2,468 | | Kermit R. Crawford | 1,600 | — | 1,600 | | Maynard G. Webb, Jr. | 1,481 | — | 1,481 | | William Ready | 251 | — | 251 | | Linda J. Rendle | — | — | — | | All Directors and Executive Officers as a Group (17 persons) | 725,517 | 1,377,812 | 2,103,329 |

  154. Directors and Executive Officers

    (1)Total does not include the following number of shares deferred by the following directors, as to which no voting or investment power currently exists: Mr. Crawford 1,735, Mr. Webb 15,123, and Ms. Rendle 5,135.

  155. Directors and Executive Officers

    | 110 | |