VISA INC
For the period ended Jan 28, 2025. Filed Dec 9, 2024.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jan 28, 2025 · Filed Dec 9, 2024
Contents
Proxy Voting Roadmap
This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting.
| PROPOSAL 1 | |
|---|---|
| Election of DirectorsThe Board recommends a vote FOR each director nominee. | See page 10 |
Key Governance Principles and Practices
We are committed to corporate governance practices that promote long-term value and strengthen Board and management accountability to our shareholders, clients, and other stakeholders.
| IndependentOversight | Accountability toShareholders | Engaged andEffective Oversight | Other Best Practices |
|---|---|---|---|
| 91% independent director nominees | Annual director elections with majority vote standard | Average attendance of 98% at Board and committee meetings | Demonstrated commitment to Board refreshment with ongoing focus on director succession |
| Independent Board Chair | Annual say-on-pay vote | Corporate responsibility and sustainability (CRS) oversight by Board and committees | Annual Board, committee, and director evaluations |
| Regular executive sessions of independent directors | Proactive and ongoing engagement with shareholders | Robust Board oversight processes for strategy and risk | Stock ownership guidelines for directors and executive officers |
| 100% independent Board committees | Proxy access (3%/3 years) | Political Participation, Lobbying and Contributions Policy | Compensation governance best practices |
Nominee Demographics
| Age | Diversity | Independence |
|---|---|---|
| Tenure | ||
| AverageTenure | 5.9 years | Total Diversity | 73% |
|---|
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Proxy Voting Roadmap
Director Nominees
| Lloyd A. Carney, 62Founder, Chairman & CEO, Carney Global Ventures, LLCTenure: 9 years Committees: ARC, NCGCOther Public Boards: 2 | Kermit R. Crawford, 65 Director Tenure: 2 years Committees: ARC, NCGCOther Public Boards: 2 | Francisco Javier Fernández-Carbajal, 69 Director General, Servicios Administrativos Contry SA de CV Tenure: 17 years Committees: CC, FCOther Public Boards: 2 |
| Ramon Laguarta, 61 Chairman and CEO, PepsiCo, Inc. Tenure: 5 years Committees: FC, NCGCOther Public Boards: 1 | Teri L. List, 61 Director Tenure: 2 years Committees: ARC, CCOther Public Boards: 3 | John F. Lundgren, 73 Board Chair Tenure: 7 years Committees: CC, NCGCOther Public Boards: 1 |
| Ryan McInerney, 49 Non-IndependentCEO, Visa Tenure: 1 year Committees: -Other Public Boards: - | Denise M. Morrison, 70 Founder, Denise Morrison & Associates, LLC Tenure: 6 years Committees: ARC, CCOther Public Boards: 2 | Pamela Murphy, 51 Director Tenure: 1 year Committees: FC, NCGCOther Public Boards: 1 |
| Linda J. Rendle, 46 CEO, The Clorox Company Tenure: 4 years Committees: FC, NCGCOther Public Boards: 1 | Maynard G. Webb, Jr., 69 Founder, Webb Investment Network Tenure: 11 years Committees: CC, FCOther Public Boards: 1 |
| Committee Key: | ARC | Audit and Risk Committee | CC | Compensation Committee | FC | Finance Committee | NCGC | Nominating and Corporate Governance Committee | Chair | Independent |
|---|
| (1) | Lloyd A. Carney serves as the chair of the Audit and Risk Committee and will continue to serve as chair until the Annual Meeting. Mr. Crawford is expected to fill this role following the Annual Meeting. |
| (2) | John F. Lundgren serves as the chair of the Nominating and Corporate Governance Committee and will continue to serve as chair until the Annual Meeting. Ms. Morrison is expected to fill this role following the Annual Meeting. |
| (3) | Denise M. Morrison serves as the chair of the Compensation Committee and will continue to serve as chair until the Annual Meeting. Mr. Carney is expected to fill this role following the Annual Meeting. |
| 2025 Proxy Statement | 7 |
|---|
Proxy Voting Roadmap
| PROPOSAL 2 | |
|---|---|
| Approval, on an Advisory Basis, of Compensation Paid to our Named Executive OfficersThe Board recommends a vote FOR this proposal. | See page 54 |
Principles of our Compensation Program
Pay for Performance
The foundational principle of our compensation philosophy is pay for performance. We favor variable “at-risk” pay opportunities over fixed pay, with a significant portion of our named executive officers’ (NEO) total compensation determined based on performance against annual and long-term goals and shareholder return.
Promote Alignment with Stakeholders’ Interests
We reward performance that meets or exceeds the goals that the Compensation Committee establishes with the objective of increasing shareholder value over time, aligning with other stakeholders’ interests, and driving long-term strategic outcomes, including the Company’s broader CRS efforts, while avoiding compensation-related risk to the Company.
Attract, Motivate, and Retain Key Talent
We design our compensation program to be market competitive, and certain components have multi-year vesting and performance requirements to encourage continued service and retention of key talent.
2024 CEO Target Compensation Mix
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Proxy Voting Roadmap
| PROPOSAL 3 | |
|---|---|
| Ratification of the Appointment of our Independent Registered Public Accounting FirmThe Board recommends a vote FOR this proposal. | See page 100 |
KPMG Appointment
Independent
Independent firm with few ancillary services and reasonable fees.
Experienced
Significant industry and financial reporting expertise.
Reviewed Annually
The Audit and Risk Committee conducted its annual evaluation of KPMG LLP and determined that its retention continues to be in the best interests of Visa and its shareholders.
| PROPOSAL 4-7 | |
|---|---|
| Shareholder ProposalsThe Board recommends a vote AGAINST these proposals. | See page 103 |
| ●Proposal 4: Shareholder proposal on gender-based compensation gaps and associated risks.●Proposal 5: Shareholder proposal requesting a report on policy on merchant category codes.●Proposal 6: Shareholder proposal requesting adoption of a new director election resignation governance guideline.●Proposal 7: Shareholder proposal on transparency in lobbying. | |
| 2025 Proxy Statement | 9 |
|---|
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