Visa Inc DEF 14A, filed Dec 8, 2025

Visa Inc. (V)

DEF 14A 2025-12-08 For: 2026-01-27

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Added on June 12, 2026

About this DEF 14A

Visa Inc filed this DEF 14A on December 8, 2025.

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£			Preliminary Proxy Statement

£			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


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.


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
P eople and Talent Man agement		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 202 5		45

Fiscal Year 202 6 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 202 5 Compensation		57
Other Compensation Practices and Policies		69

Compensation Committee Report		70

Executive Compensation Tables		71

Summary Compensation Table for Fiscal Year 202 5		71
Grants of Plan-Based Awards in Fiscal Year 202 5		74
Outstanding Equity Awards at 202 5 Fiscal Year-End		76
Option Exercises and Stock Vested for Fiscal Year 202 5		78
Pension Benefits for Fiscal Year 202 5		79
Non-Qualified Deferred Compensation for Fiscal Year 2025		79


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 202 7 Annual Meeting		118

Shareholder s Sharing the Same Address		119

Fiscal Year 202 5 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



Accelerate Growth

Consumer Payments	Commercial & Money Movement Solutions	Value-Added Services

Grow by strengthening Visa’s impact in card-based consumer payments and expanding our reach in non-card-based payments.	Drive digitization and improve the payments and money movement experience across all payment flows, beyond consumer-to-business, through our network of networks.	Diversify our revenue with products and solutions that help our clients and partners optimize their performance, differentiate their offerings, and create better experiences for their customers.


Filed by the Registrant Q Check the appropriate box:			Filed by a Party other than the Registrant £


Enabling Opportunities Our network of networks approach creates opportunities to enable digital payments for consumers, businesses, and governments around the world by facilitating payments.			Transforming Transactions We see huge growth opportunities in the world of payments and are pursuing an estimated more than $20 trillion annual opportunity in underserved consumer spend.			Supporting Your Business Payments 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.




John F. Lundgren Independent Board Chair			Ryan McInerney Chief Executive Officer and Director




			Visa plays a crucial role in connecting the world through our convenient, reliable, and secure payments network.


BY INTERNET/TELEPHONE Instructions are shown on your Notice of Internet Availability or on your proxy card or voting instruction form.			BY MAIL Complete, sign, and date each proxy card or voting instruction form received and return it in the prepaid envelope.			AT THE ANNUAL MEETING Instructions will be provided on the meeting website during the Annual Meeting.


EMPLOYEES

~34,100
located in more than 85 countries and territories around the world



			Brand

			Visa’s strong brand helps deliver added value to financial institutions, sellers, and partners through compelling brand expressions, a wide range of products and services as well as innovative brand and marketing efforts.

			Product Innovation

			We are focused on our product innovation to build new capabilities and enhance our existing solutions. For companies that want to be in the money movement or payments business, they can build on top of the Visa as a Service stack in order to connect billions of buyers and sellers through secure and seamless digital payments. We believe this scale and reach will continue to drive innovative forms of commerce and support Visa’s long-term growth.

			Platforms and Security

			Our technology platforms form the backbone of what Visa does and provide security, reliability, uptime, and operational excellence, all while fueling our product development and innovation.

			Government Affairs

			Our Government Affairs team seeks to proactively influence the policy and regulatory landscape to expand our business and support Visa’s mission of uplifting everyone, everywhere, by being the best way to pay and be paid.

			Sales and Service

			Our Sales and Service teams are the vital link between Visa and our clients, delivering innovative, data-driven solutions that enable secure digital commerce.

			Talent and People

			Attracting, developing and advancing the best talent globally is critical to our continued success.



			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



			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.



			PROPOSAL 5 Shareholder Proposal requesting the Board of Directors to Adopt a Policy for an Independent Chair			PROPOSAL 7 Shareholder Proposal on Report on Online Sexual Exploitation


			PROPOSAL 6 Shareholder Proposal on Shareholder Right to Act by Written Consent			PROPOSAL 8 Shareholder Proposal on Inclusion ROI Audit


(Name of Registrant as Specified In Its Charter)


ABOUT VISA


PROXY VOTING ROADMAP


						PROXY VOTING ROADMAP



			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.



			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.



			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.



			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.



			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.



			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.



Mr. Lundgren, as independent Board Chair, has a robust set of duties, including the following:

			•chairing Board meetings; •providing feedback to the Chief Executive Officer on corporate and Board policies and strategies and acting as a liaison between the Board and the Chief Executive Officer; •facilitating communication among directors and between the Board and management; •advising on the agenda, schedule, and materials for Board meetings and strategic planning sessions based on input from directors; •coordinating with the Chair of the Compensation Committee to support the independent directors’ evaluation of Chief Executive Officer performance and compensation; •communicating with shareholders and other stakeholders; and •carrying out such other duties as are requested by the Board or any of its committees from time to time.
Mr. Lundgren Independent Board Chair Since January 2024



									Audit and Risk Committee Key Activities in 2025 •Monitored the integrity of our financial statements and our internal controls over financial reporting; •Oversaw KPMG LLP, our independent registered public accounting firm; •Oversaw the performance of our internal audit function; •Reviewed and monitored compliance with our Code of Business Conduct and Ethics, and reviewed the implementation and effectiveness of the Company’s compliance and ethics program; and •Reviewed and discussed with management our salient risks and mitigation activities. “Working closely with management, we enhanced our focus on emerging risks, including cybersecurity and regulatory developments, to support the Company’s strategy for sustainable, long‑term growth.” – Kermit R. Crawford, Audit and Risk Committee Chair

			Chair Kermit R. Crawford


			Committee members Lloyd A. Carney* Kermit R. Crawford, Chair Teri L. List* Linda J. Rendle* *Audit Committee Financial Expert


			Meetings in fiscal year 2025: 7



									Compensation Committee Key Activities in 2025 •Established performance goals applicable to the executive compensation program; •Determined the annual compensation of our NEOs based on its evaluation of company and individual performance; •Reviewed the form and amount of compensation paid to our non-employee directors; •Reviewed an annual compensation risk assessment report and confirmed that the Company’s compensation program does not create risks that are reasonably likely to have a material adverse effect on the Company; and •Selected an appropriate peer group for executive pay and performance comparisons. “In 2025, we adhered to our established compensation principles and design. The Compensation Committee continues to believe that the Company’s executive compensation program is structured to attract, motivate, and retain exceptional leaders, and that the program’s challenging performance goals advance the Company’s corporate strategy and align with shareholders’ interests.” – Lloyd A. Carney, Compensation Committee Chair

			Chair Lloyd A. Carney


			Committee members Lloyd A. Carney, Chair Francisco Javier Fernández-Carbajal Teri L. List John F. Lundgren Denise M. Morrison Maynard G. Webb, Jr.


			Meetings in fiscal year 2025: 6



									Finance Committee Key Activities in 2025 •Reviewed the Company’s M&A and investment strategies as well as potential M&A transactions and performance of closed transactions; •Reviewed and recommended that the Board declare the Company’s quarterly dividend and authorized the Company’s multi-year class A share repurchase program; •Reviewed the Company’s capital structure and financial condition; •Reviewed the Company’s treasury matters and activities; and •Reviewed potential capital investments and other financial commitments. “This year we focused on advancing Visa’s long‑term growth through rigorous review of our M&A and investment strategies to support Visa in creating enduring value for our shareholders.” – Maynard G. Webb, Jr., Finance Committee Chair

			Chair Maynard G. Webb, Jr.


			Committee members Francisco Javier Fernández-Carbajal Ramon Laguarta Pamela Murphy William Ready Maynard G. Webb, Jr., Chair


			Meetings in fiscal year 2025: 4



									Nominating and Corporate Governance Committee Key Activities in 2025 •Regularly discussed Board refreshment and reviewed director candidates considering our director skills and qualification criteria, current business needs, and long-term strategy; •Implemented planned committee chair rotation and committee composition changes; •Reviewed succession and development plans for management; •Oversaw our shareholder engagement program and reviewed shareholder proposals and company responses; and •Reviewed our corporate responsibility and sustainability programs. “In keeping with our commitment to strong corporate governance, this year we refreshed several of our committee chair positions to bring new perspectives, broaden expertise, and position the Board to effectively oversee Visa’s growth in an evolving global environment.” – Denise M. Morrison, Nominating and Corporate Governance Committee Chair

			Chair Denise M. Morrison


			Committee members Ramon Laguarta John F. Lundgren Denise M. Morrison, Chair Pamela Murphy William Ready Linda J. Rendle


			Meetings in fiscal year 2025: 4



			Review of Evaluation Process Nominating and Corporate Governance Committee reviews the evaluation process annually

			Advance Questionnaire Covers:

			•Board efficiency and effectiveness •Board and committee composition •Quality of board discussions			•Quality of information and materials provided •Peer evaluations •Board culture

			One-on-One Discussion One-on-one discussions between the independent, third-party facilitator and each director to solicit views on the Board’s effectiveness

			Evaluation Results •Preliminary evaluation results discussed with the Nominating and Corporate Governance Committee Chair and the Board Chair •Final evaluation results and recommendations discussed with the Board, committees, and individual directors

			Feedback Incorporated Over the past few years, the evaluation process has led to a broader scope of topics covered in Board meetings, improvements in Board processes, and changes to Board and committee composition and structure. This year’s evaluation identified areas for continued focus, including:

			•meeting logistics •succession planning for senior leaders •risk mitigation			•advance materials •director refreshment




Audit and Risk Committee	Compensation Committee	Finance Committee	Nominating and Corporate Governance Committee

Oversees our enterprise risk management framework and programs, and risks related to internal controls and compliance including: •financial statements, financial reporting, and internal controls; •tax strategy; •legal and regulatory; •corporate risk profile, top risks, and key operational risks; •technology, including information security and cybersecurity; •global privacy program; •compliance and ethics program, including anti-money laundering and sanctions; •third-party lifecycle management program; and •operational resilience program.	Oversees risks related to employees and compensation, including: •our compensation policies and practices for all employees; and •our incentive and equity-based compensation plans. For more information about the Compensation Committee’s review of compensation-related risk, see the Board Oversight of Compensation Programs section of this proxy statement.	Oversees risks related to mergers and acquisitions and certain financial matters, including: •capital investments; •debt; •credit and liquidity; and •capital structure.	Oversees risks related to our overall corporate governance, including: •Board effectiveness; •Board and committee composition; •Board size and structure; •director independence; •Board succession; •senior management succession; •strategy, programs, and reporting on CRS, as well as corporate governance issues; and •political participation and contributions.



			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.



			Based on its annual assessment of compensation-related risks, the Compensation Committee concluded that our compensation program does not create risks that are reasonably likely to have a material adverse effect on Visa. In making this determination, the Compensation Committee reviewed the key design elements of our compensation program in relation to industry best practices as presented by the Compensation Committee’s independent compensation consultant, as well as the means of mitigating potential risks, such as through our internal controls and oversight by management and the Board.



			Prior to Annual Meeting •We reach out to our top 75 investors to discuss corporate governance, sustainability, talent and people, and executive compensation matters. •Our Board is provided with our shareholders’ feedback. •Board and management discuss whether any action, such as disclosure enhancements, should be taken. •We review proposals and solicit support for Board recommendations on management and shareholder proposals.

			Annual Meeting of Shareholders •Our shareholders vote on election of directors, executive compensation, ratification of our auditors, and other management and shareholder proposals.

			Post Annual Meeting •Our Board and management review and discuss the vote results, as well as any shareholder feedback, from our annual meeting. •Board and management discuss whether action should be taken. •We start preparing our agenda for our next year of engagement.



			Topics Covered During Engagement

			•talent and people; •social impact and financial inclusion programs; •operational environmental sustainability, climate strategy, and goals and progress; •cybersecurity, data privacy, and AI; •updates and progress on legal and regulatory matters;			•our Board leadership structure; •Board composition, skills, and refreshment; •Board risk oversight; and •our executive compensation program and philosophy.

			The Board and applicable committees review summaries of shareholder feedback on a quarterly basis.



			For more information about our commitment to operating as a responsible, ethical, inclusive, and sustainable company, see our 2024 Corporate Responsibility & Sustainability Report on our CRS website at visa.com/crs.



			Under the PPLC Policy, the Nominating and Corporate Governance Committee must pre-approve the use of corporate funds for political contributions, including contributions made to trade associations to support targeted political campaigns, contributions to tax-exempt organizations for political activities, and contributions to organizations registered under Section 527 of the U.S. Internal Revenue Code to support political activities. The PPLC Policy further requires the Company to publish an Annual Political Engagement Report disclosing our federal lobbying activities, including information regarding our trade association expenditures, as well as political contributions. This report can be accessed at usa.visa.com/solutions/political-engagement-and-advocacy.



•No Fees for Board or Committee Meeting Attendance: Meeting attendance is an expected part of Board service. •Emphasis on Equity: There is an emphasis on equity in the overall compensation mix to further align interests with stakeholders. •Recognition of Special Roles: Special roles, such as Board leadership positions and committee chairs, are recognized for their additional time commitments. •Annual Equity Grants with Immediate Vesting: Equity awards are granted annually, with the number of shares subject to the awards calculated based on a fixed value, providing alignment with stakeholders’ interests and mitigating potential compensation-related risk. •No Tax Gross-Ups on Perquisites: There are no tax gross-ups on any element of compensation.