VISA INC.
For the period ended Jan 27, 2026. Filed Dec 8, 2025.
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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 27, 2026 · Filed Dec 8, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
| Filed by the Registrant QCheck the appropriate box: | Filed by a Party other than the Registrant £ |
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| £ | Preliminary Proxy Statement |
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| £ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| Q | Definitive Proxy Statement |
| £ | Definitive Additional Materials |
| £ | Soliciting Material Pursuant to §240.14a-12 |
VISA INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| Q | No fee required. |
|---|---|
| £ | Fee paid previously with preliminary materials. |
| £ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Innovation built for everyone
| EnablingOpportunitiesOur network of networks approach creates opportunities to enable digital payments for consumers, businesses, and governments around the world by facilitating payments. | TransformingTransactionsWe see huge growth opportunities in the world of payments and are pursuing an estimated more than $20 trillion annual opportunity in underserved consumer spend. | SupportingYour BusinessPayments continue to evolve. Just like your business’s needs. That’s why Visa offers clients a suite of services that cover everything from fraud management and security to data products and consulting and analytics. |
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Delivering value for everyone
| We provide sellers with assured payments and larger customer reach | We provide acquirers with low cost and low risk acceptance tools | We help issuers continue to provide innovative and secure solutions for their customers |
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| We give consumers secure and convenient ways to pay and be paid | We provide fintechs, neobanks, digital wallets, and enablers with scalable payment infrastructure | We work with governments to help get benefits to people faster and with less disruption |
Shareholder Letter
| John F. LundgrenIndependent Board Chair | Ryan McInerneyChief Executive Officerand Director |
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Dear Fellow Shareholders,
On behalf of the Board of Directors and management, we want to thank you for your investment in Visa. We invite you to attend our Annual Meeting to be held virtually on January 27, 2026, at 8:30 a.m. Pacific Time. Your vote is important to us, and we encourage you to vote early.
This was an outstanding year for Visa, including delivering strong results, engaging with stakeholders at our Investor Day, and launching exciting new capabilities at our Product Drop. Our success in 2025 is a testament to a powerful strategy, a deep bench of world-class talent, and a set of differentiated assets and capabilities that make Visa the best way to pay and be paid. As you’ll see in this year’s proxy statement, Visa’s strong performance is underpinned by our thoughtful approach to Board composition, corporate governance, executive compensation, and corporate responsibility and sustainability. We are pleased to share updates on these areas from the past year as we continued our relentless focus on serving our clients, delivering new products and services, and maximizing shareholder value.
Our strategy to expand Visa’s reach and impact
Visa is powered by a world-class brand, innovative technology, an unparalleled network, global scale, and dedicated employees. Our strategy has always been rooted in serving our clients and customers, and in 2025 we built upon Visa’s unique strengths to drive long-term success through innovation and product development in dynamic areas including AI and stablecoins. More and more, Visa is helping to shape the future of commerce, and, in a rapidly changing world and technology landscape, we are confident that our business model, strategy, and people will continue to keep Visa operating from a position of strength.
Visa plays a crucial role in connecting the world through our convenient, reliable, and secure payments network.
Our Board composition, strong commitment to independence, and sound governance support effective oversight of Visa’s strategy
Through purposeful refreshment, we have built a highly engaged Board that effectively brings its collective, independent judgment to bear on Visa’s long-term strategic priorities. Our directors possess a balanced mix of skills, experience, and perspectives that support our business objectives as we navigate shifting regulatory environments, an evolving payments landscape, and rapid technological innovation. As always, we continue to evaluate our Board’s composition, leadership structure, and governance practices with an eye towards the future, and in consideration of valuable input received from our shareholders, whose perspectives inform Visa’s approach to sound corporate governance.
We welcomed Bill Ready to the Board in 2025. Bill brings valuable executive leadership and board experience to Visa, along with his background in payments, money movement, mobile technology, and ecommerce. We also extend our warm wishes to Ramon Laguarta, who is not standing for re-election at the Annual Meeting. Ramon joined the Board in 2019, and his contributions during his tenure have been immeasurable.
Our strategy and governance structure support our mission to become the best way to pay and be paid.
While there is a lot to be proud of in 2025, there is even more for Visa and its stakeholders to look forward to in the coming year. Visa plays a crucial role in connecting the world through our convenient, reliable, and secure payments network.
Thank you for your consideration of the important matters covered in this year’s proxy statement. We look forward to your continued support and engagement as we work to deliver on our purpose and enable the future of money movement.
| John F. LundgrenIndependent Board Chair | Ryan McInerneyChief Executive Officerand Director |
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| 2026 Proxy Statement | 1 |
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Notice of 2026 Annual Meeting of Shareholders
| TIMETuesday, January 27, 2026 8:30 a.m. Pacific Time (Log-in begins at 8:15 a.m.) | RECORD DATEDecember 1, 2025 | LOCATIONVirtual live webcast at: virtualshareholdermeeting.com/V2026 |
You are cordially invited to join our 2026 Annual Meeting of Shareholders, to be held on Tuesday, January 27, 2026, at 8:30 a.m., Pacific Time.
| Items of Business | Board Recommendation | |||
|---|---|---|---|---|
| Elect the eleven director nominees named in this proxy statement. | FOR | p. 11 | ||
| Approve, on an advisory basis, the compensation paid to our named executive officers. | FOR | p. 49 | ||
| Ratify the appointment of KPMG LLP as our independent registered public accounting firm for fiscal year 2026. | FOR | p. 90 | ||
| Approve amendments to our Eighth Restated Certificate of Incorporation to limit officer liability as permitted by Delaware law. | FOR | p. 93 | ||
| Shareholder proposals, each if properly presented at the Annual Meeting. | AGAINST | p. 94 | ||
Transact such other business as may properly come before the Annual Meeting and any adjournment or postponement thereof.
Voting
Holders of our Class A common stock will be entitled to vote on all proposals. On or about December 8, 2025, we released the proxy materials to shareholders and sent to shareholders of our Class A common stock (other than those shareholders who previously requested electronic or paper delivery) a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy materials, including our proxy statement and our fiscal year 2025 Annual Report, and how to vote.
| BY INTERNET/TELEPHONEInstructions are shown on your Notice of Internet Availability or on your proxy card or voting instruction form. | BY MAILComplete, sign, and date each proxy card or voting instruction form received and return it in the prepaid envelope. | AT THE ANNUAL MEETINGInstructions will be provided on the meeting website during the Annual Meeting. |
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To participate in the virtual meeting, including to submit questions, you will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, proxy card, or voting instruction form. For more information about attending the Annual Meeting online see, the Attending the Meeting section of this proxy statement.
Your vote is very important to us.
By Order of the Board of Directors,
Kelly Mahon Tullier
Vice Chair, Chief People and Corporate Affairs Officer, and Corporate Secretary
San Francisco, California
December 8, 2025
Important Notice Regarding the Availability of Proxy Materials for the 2026 Annual Meeting of Shareholders to be held on January 27, 2026. The proxy statement and Visa’s Annual Report for fiscal year 2025 are available atinvestor.visa.com.
Unless the context indicates otherwise, reference to Visa, we, us, our or the Company refers to Visa Inc. and its subsidiaries. Information presented in the Proxy Statement is based on Visa’s fiscal calendar, other than references to particular years in the biographical information about our directors and executive officers and the opposition statements to the shareholder proposals, which refer to calendar years.
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Table of Contents
| About Visa | 4 | |
|---|---|---|
| Proxy Voting Roadmap | 6 | |
| Board and Governance Matters | 11 | |
| Election of Directors | 11 | |
| Our Board of Directors | 12 | |
| Qualifications and Background of Board Nominees | 12 | |
| Board Composition and Refreshment | 24 | |
| Corporate Governance | 28 | |
| Board Structure and Operations | 29 | |
| Board Oversight | 34 | |
| Shareholder Engagement and Board Communications | 39 | |
| People and Talent Management | 40 | |
| Corporate Responsibility and Sustainability | 40 | |
| Other Governance Policies and Practices | 41 | |
| Compensation of Non-Employee Directors | 43 | |
| Overview | 43 | |
| Cash Compensation | 44 | |
| Equity Compensation | 44 | |
| Other Policies and Practices | 44 | |
| Director Compensation for Fiscal Year 2025 | 45 | |
| Fiscal Year 2026 Director Compensation | 46 | |
| Executive Officers | 47 | |
| Executive Compensation | 49 | |
| Approval, on an Advisory Basis, of the Compensation Paid to Our Named Executive Officers | 49 | |
| Compensation Discussion and Analysis | 50 | |
| Executive Summary | 50 | |
| Compensation Philosophy and Objectives | 54 | |
| Setting Executive Compensation | 55 | |
| Fiscal Year 2025 Compensation | 57 | |
| Other Compensation Practices and Policies | 69 | |
| Compensation Committee Report | 70 | |
| Executive Compensation Tables | 71 | |
| Summary Compensation Table for Fiscal Year 2025 | 71 | |
| Grants of Plan-Based Awards in Fiscal Year 2025 | 74 | |
| Outstanding Equity Awards at 2025 Fiscal Year-End | 76 | |
| Option Exercises and Stock Vested for Fiscal Year 2025 | 78 | |
| Pension Benefits for Fiscal Year 2025 | 79 | |
| Non-Qualified Deferred Compensation for Fiscal Year 2025 | 79 |
| Employment Arrangements and Potential Payments upon Termination or Change of Control | 81 | |
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| 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 | |
| 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 |
| 2026 Proxy Statement | 3 |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.