VISA INC.
For the period ended Jan 27, 2026. Filed Dec 8, 2025.
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 27, 2026 · Filed Dec 8, 2025
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.
| Election of Directors | |
|---|---|
| The Board recommends a vote FOR each director nominee. | See page 11 |
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.
| INDEPENDENT OVERSIGHT•91% independent director nominees•Independent Board Chair with robust responsibilities•Regular executive sessions of independent directors•100% independent Board committees | ACCOUNTABILITY TO SHAREHOLDERS•Annual director elections with majority vote standard•Annual say-on-pay vote•Proactive and ongoing engagement with shareholders•Proxy access (3%/3 years) and special meeting rights (15%) |
| ENGAGED AND EFFECTIVE OVERSIGHT•100% attendance at Board and committee meetings•Corporate responsibility and sustainability (CRS) oversight by Board and committees•Robust Board oversight processes for strategy and risk•Political Participation, Lobbying and Contributions Policy | OTHER BEST PRACTICES•Demonstrated commitment to Board refreshment with ongoing focus on director succession•Annual Board, committee, and individual director evaluations•Stock ownership guidelines for directors and executive officers•Compensation governance best practices |
Nominee Demographics
Age
| <61 yrs | 61-70 yrs | >70 yrs |
61 years
Average Age
Tenure
| 0-3 yrs | 4-7 yrs | >7 yrs |
6.3 years
Average Tenure
Independence
Independent
91%
% of Independence
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PROXY VOTING ROADMAP
Director Nominees
| Lloyd A. Carney, 63 Founder, Chairman & CEO, Carney Global Ventures, LLCTenure: 10 yearsCommittees: ARC, CCOther Public Boards: 2 | Kermit R. Crawford, 66 DirectorTenure: 3 yearsCommittees: ARCOther Public Boards: 2 |
| Francisco Javier Fernández-Carbajal, 70Director General, Servicios Administrativos Contry SA de CVTenure: 18 yearsCommittees: CC, FCOther Public Boards: 1 | Teri L. List, 62DirectorTenure: 3 yearsCommittees: ARC, CCOther Public Boards: 3 |
| John F. Lundgren, 74 Board ChairTenure: 8 yearsCommittees: CC, NCGCOther Public Boards: 1 | Ryan McInerney, 50CEO, VisaTenure: 2 yearsCommittees: 0Other Public Boards: 0 |
| Denise M. Morrison, 71 Founder, Denise Morrison & Associates, LLCTenure: 7 yearsCommittees: CC, NCGCOther Public Boards: 2 | Pamela Murphy, 52DirectorTenure: 2 yearsCommittees: FC, NCGCOther Public Boards: 1 |
| William Ready, 46CEO, Pinterest, Inc.Tenure: <1 yearCommittees: FC, NCGCOther Public Boards: 2 | Linda J. Rendle, 47CEO, The Clorox CompanyTenure: 5 yearsCommittees: ARC, NCGCOther Public Boards: 1 |
| Maynard G. Webb, Jr., 70 Founder, Webb Investment NetworkTenure: 11 yearsCommittees: CC, FCOther Public Boards: 2 |
| Committee Key: | ARC | Audit and Risk Committee | CC | Compensation Committee | FC | Finance Committee | NCGC | Nominating and Corporate Governance Committee | Chair | Independent |
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| 2026 Proxy Statement | 7 |
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PROXY VOTING ROADMAP
| Approval, on an Advisory Basis, ofCompensation Paid to our NamedExecutive Officers | |
|---|---|
| The Board recommends a vote FOR this proposal. | See page 49 |
Principles of our Compensation Program
PAY FOR PERFORMANCEThe 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’ INTERESTSWe 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 TALENTWe 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.
2025 CEO Target Compensation Mix
Salary
Fixed cash compensation
Target Annual Incentive
Based on a scorecard that incorporates metrics in four categories, each of which is 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 pre-established goals and individual performance.
Performance Shares
Performance shares vest after a three-year performance period. Vesting is based on corporate performance as measured by an annual EPS goal established for each fiscal year and a modifier based on Visa’s total shareholder return (TSR) ranking relative to S&P 500 companies over the three-year performance period.
Stock Options
Stock options vest annually over a three-year period.
Restricted Stock Units
Restricted stock unit awards vest annually over a three-year period.
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PROXY VOTING ROADMAP
| Ratification of the Appointmentof our Independent RegisteredPublic Accounting Firm | |
|---|---|
| The Board recommends a vote FOR this proposal. | See page 90 |
KPMG Appointment
| INDEPENDENTIndependent firm with few ancillary services and reasonable fees. | EXPERIENCEDSignificant industry and financial reporting expertise. | REVIEWED ANNUALLYThe 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. |
| Approval of Certificate Amendments to Limit Officer Liability as Permitted by Delaware Law | |
|---|---|
| The Board recommends a vote FOR this proposal. | See page 93 |
Officer Exculpation Amendments
Shareholders are being asked to approve amendments to Visa’s Eighth Restated Certificate of Incorporation to provide certain officers with similar protections from personal liability for monetary damages for breaches of the fiduciary duty of care already provided for directors as permitted by Delaware law. These protections would apply only to certain direct claims brought by shareholders and would not apply to derivative claims or to misconduct such as breaches of the duty of loyalty, acts or omissions in bad faith, intentional violations of law, or transactions involving improper personal benefit. The Board believes these protections will help Visa attract and retain talented leaders, align officer and director protections, and reflect common governance practices among Delaware corporations.
| 2026 Proxy Statement | 9 |
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PROXY VOTING ROADMAP
| Shareholder Proposals | |
|---|---|
| The Board recommends a vote AGAINST each of these proposals. | See page 94 |
| PROPOSAL 5Shareholder Proposal requesting the Board of Directors to Adopt a Policy for an Independent Chair | PROPOSAL 7Shareholder Proposal on Report on Online Sexual Exploitation |
| PROPOSAL 6Shareholder Proposal on Shareholder Right to Act by Written Consent | PROPOSAL 8Shareholder Proposal on Inclusion ROI Audit |
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