Visa Inc PRE 14A, filed Nov 23, 2020

Visa Inc. (V)

PRE 14A 2020-11-23 For: 2021-01-26

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☒		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material Pursuant to §240.14a-12



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Al Kelly		John Lundgren
Chairman and Chief Executive Officer		Lead Independent Director


PROXY SUMMARY			1

CORPORATE GOVERNANCE			12
Board Leadership Structure			12
Board of Directors and Committee Evaluations			13
Director Succession Planning and Board Refreshment			13
Independence of Directors			14
Executive Sessions of the Board of Directors			14
Limitation on Other Board and Audit Committee Service			15
Management Development and Succession Planning			15
The Board of Directors’ Role in Risk Oversight			16
Stockholder Engagement on Corporate Governance, Corporate Responsibility and Executive Compensation Matters			17
Communicating with the Board of Directors			18
Attendance at Board, Committee and Annual Stockholder Meetings			18
Codes of Conduct and Ethics			18
Political Engagement and Disclosure			19
Corporate Responsibility and Sustainability			19

COMMITTEES OF THE BOARD OF DIRECTORS			23
Audit and Risk Committee			23
Certain Relationships and Related Person Transactions			24
Report of the Audit and Risk Committee			25
Compensation Committee			26
Compensation Committee Interlocks and Insider Participation			27
Risk Assessment of Compensation Programs			27
Compensation Committee Report			28
Finance Committee			28
Nominating and Corporate Governance Committee			29
Process for Nomination of Director Candidates			30
Stockholder Recommended Candidates			30
Criteria for Nomination to the Board of Directors and Diversity			31

COMPENSATION OF NON-EMPLOYEE DIRECTORS			32
Highlights of our Non-Employee Director Compensation Program			32
Annual Retainers Paid in Cash			33
Equity Compensation			33
Stock Ownership Guidelines			33
Charitable Matching Gift Program			34
Director Compensation Table for Fiscal Year 2020			34
Fees Earned or Paid in Cash			35
Fiscal Year 2021 Director Compensation			35

PROPOSAL 1 – ELECTION OF DIRECTORS			36

DIRECTOR NOMINEE BIOGRAPHIES			38

BENEFICIAL OWNERSHIP OF EQUITY SECURITIES			44

EXECUTIVE OFFICERS			46


COMPENSATION DISCUSSION AND ANALYSIS			48
Executive Summary			48
Say-on-Pay			56
Setting Executive Compensation			57
Summary of Fiscal Year 2020 Base Salary and Incentive Compensation			59
Fiscal Year 2020 Compensation			60
Fiscal Year 2021 Compensation			71
Other Equity Grant Practices and Policies			72
Policy Regarding Clawback and Forfeiture of Incentive Compensation			73
Tax Implications – Deductibility of Executive Compensation			73

EXECUTIVE COMPENSATION			75
Summary Compensation Table for Fiscal Year 2020			75
All Other Compensation in Fiscal Year 2020 Table			77
Grants of Plan-Based Awards in Fiscal Year 2020 Table			78
Outstanding Equity Awards at 2020 Fiscal Year-End Table			80
Option Exercises and Stock Vested Table for Fiscal Year 2020			82
Pension Benefits Table for Fiscal Year 2020			83
Visa Retirement Plan			83
Visa Excess Retirement Benefit Plan			84
Non-qualified Deferred Compensation for Fiscal Year 2020			84
Employment Arrangements and Potential Payments upon Termination or Change of Control			87

CEO PAY RATIO			92

PROPOSAL 2 – APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION PAID TO OUR NEOs			93

PROPOSAL 3 – RATIFICATION OF THE APPOINTMENT OF KPMG LLP			94
Independent Registered Public Accounting Firm Fees			95

PROPOSAL 4 – APPROVAL OF THE VISA INC. 2007 EQUITY INCENTIVE COMPENSATION PLAN, AS AMENDED AND RESTATED			96

PROPOSAL 5 – APPROVAL OF AN AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO ENABLE THE ADOPTION OF A SPECIAL MEETING RIGHT FOR CLASS A COMMON STOCKHOLDERS			111

PROPOSAL 6 – TO VOTE ON A STOCKHOLDER PROPOSAL REQUESTING STOCKHOLDERS’ RIGHT TO ACT BY WRITTEN CONSENT			115

PROPOSAL 7 – TO VOTE ON A STOCKHOLDER PROPOSAL TO AMEND OUR PRINCIPLES OF EXECUTIVE COMPENSATION PROGRAM			117

VOTING AND MEETING INFORMATION			119
Information About Solicitation and Voting			119
Who Can Vote			119
How to Vote			120
Change or Revoke a Proxy or Vote			120
How Proxies are Voted			120
Proxy Solicitor			123
Voting Results			123


Viewing the List of Stockholders			123
Attending the Meeting			123
Submitting Questions for our Virtual Annual Meeting			124

OTHER INFORMATION			125
Stockholder Nomination of Director Candidates and Other Stockholder Proposals for 2022 Annual Meeting			125
Stockholders Sharing the Same Address			125
Fiscal Year 2020 Annual Report and SEC Filings			126

ANNEX A			A-1
2007 Equity Incentive Compensation Plan (Amended and Restated as of January 26, 2021)

ANNEX B			B-1
Special Meeting Amendment Submitted for Stockholder Approval

ANNEX C			C-1
Additional Special Meeting Bylaw Amendments


		Tuesday, January 26, 2021 at 8:30 a.m. Pacific Time

		To support the health and well-being of our employees and stockholders, this year’s meeting will be held virtually via a live audio webcast at www.virtualshareholdermeeting.com/V2021.
		November 27, 2020


Proposals		Board Recommendation	Page Number for Additional Information

	Election of twelve director nominees	FOR (each nominee)	36

	Approval, on an advisory basis, of compensation paid to our named executive officers	FOR	93

	Ratification of the appointment of our independent registered public accounting firm	FOR	94
	Approval of the Visa Inc. 2007 Equity Incentive Compensation Plan, as amended and restated	FOR	96
	Approval of an amendment to our Certificate of Incorporation to enable the adoption of a special meeting right for Class A common stockholders	FOR	111

	To vote on a stockholder proposal requesting stockholders’ right to act by written consent	AGAINST	115
	To vote on a stockholder proposal to amend our principles of executive compensation program	AGAINST	117



Number of director nominees	12	Demonstrated commitment to board refreshment

Percentage of independent director nominees	92%	Annual board, committee and director evaluations

Directors attended at least 75% of meetings		Regularly focus on director succession planning

Annual election of directors		Risk oversight by full board and committees

Majority voting for directors		Stockholder outreach/engagement program

Proxy access (3%/3-years)		Stock ownership requirements for directors and executive officers

Robust Lead Independent Director duties		Political Participation, Lobbying and Contributions Policy

Regular executive sessions of independent directors		Oversight of corporate culture and human capital management



Annual Incentive Plan: Individual and Corporate Performance	● Corporate performance goals are a key component of our annual incentive plan ● A significant portion of our executive officers’ individual performance goals is tied to one or more of our strategic objectives (as explained further in this proxy statement under Individual Performance Goals and Results for Fiscal Year 2020) ● The executive officers’ individual performance goals also include relevant ESG factors such as: • Inclusion and diversity • Employee leadership and development • Employee health, safety, productivity, and engagement • Cybersecurity and data privacy • Financial inclusion and access • Corporate governance	Aligns executive officers’ interests with stockholders’ interests by: ● rewarding individual performance for achievement of strategic goals (designed to position the Company competitively) ● promoting strong financial results

Long-Term Equity Grants: Individual and Corporate Performance	● We link a substantial portion of compensation to long-term corporate performance through the use of long-term incentives, including performance shares that use EPS and relative TSR as financial metrics ● We consider individual performance (which is tied to our strategic objectives, including relevant ESG factors) in setting the value of our executive officers’ long-term equity grant	Further aligns executive officers’ interests with long-term stockholders’ interests by: ● taking individual performance (which is tied to our strategic objectives) into account in making equity grants ● linking a substantial portion of long-term compensation to long-term corporate performance and operational efficiency


Principles of our Compensation Program
Pay for Performance		The key principle of our compensation philosophy is pay for performance.
Alignment with Stockholders’ Interests		We reward performance that meets or exceeds the performance goals that the Compensation Committee establishes with the objective of increasing stockholder value.
Variation Based on Performance		We favor variable pay opportunities that are based on performance over fixed pay. The total compensation received by our NEOs varies based on corporate and individual performance measured against annual and long-term goals.
Motivate and Retain Key Talent		We design our compensation program to motivate and retain key talent. This item has been added to the “Principles of Our Compensation Program” this year to reflect the Compensation Committee’s existing commitment to this principle.


WHAT WE DO:

		Pay for performance

		Annual say-on-pay vote

		Recoupment policies

		Short-term and long-term incentives/measures

		Capped incentive awards

		Independent compensation consultant

		Stock ownership guidelines

		Limited perquisites

		Engagement with stockholders

		Alignment with ESG factors


WHAT WE DO NOT DO:

		Gross-up for excise taxes

		Repricing of stock options

		Fixed-term employment agreements

		Single-trigger severance arrangements

		Hedging and pledging of Visa securities


Director Category		Limit on publicly-traded board and committee service, including Visa
All directors		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



Audit and Risk Committee



Committee members: Lloyd A. Carney, Chair Ramon Laguarta Denise M. Morrison Suzanne Nora Johnson* John A. C. Swainson* * Audit Committee Financial Expert Number of meetings in fiscal year 2020: 7				“In 2020, we faced unique challenges due to the COVID-19 pandemic and as a result, the Committee focused on Visa’s operational resiliency, and key risks, including credit settlement, technology, cybersecurity, fraud and supplier risks.” *– Lloyd A. Carney, Chair*



Compensation Committee



Committee members: Francisco Javier Fernández-Carbajal John F. Lundgren Robert W. Matschullat Denise M. Morrison, Chair Maynard G. Webb, Jr. Number of meetings in fiscal year 2020: 7		“During this extraordinary year, the Committee was actively involved in ensuring that Visa’s compensation program remained aligned with our pay for performance philosophy and our stockholders’ interests. The Committee focused on ensuring that the compensation program is a fair reflection of corporate and individual performance, while motivating and retaining high-performing executives, mitigating compensation-related risks, and recognizing the continued uncertainty caused by COVID-19.” *– Denise M. Morrison, Chair*





A Balanced Mix of Compensation Elements • The compensation mix for our executive officers is composed of salary, annual cash incentives and long-term equity incentives, representing a mix that is not overly weighted toward short-term cash incentives.	Multiple Performance Factors • Our incentive compensation plans use multiple Company-wide metrics and individual performance goals, which encourage the achievement of objectives for the overall benefit of the Company.	Long-Term Incentives • Our long-term incentives are equity-based and generally have a three-year vesting schedule to complement our annual cash-based incentives.





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 stockholders.	Recoupment Policies • Our Clawback Policy authorizes the Board to recover past incentive compensation or cancel outstanding awards in the event of a material restatement of the Company’s financial results due to fraud, intentional misconduct or gross negligence of the executive officer. • 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.



Finance Committee



Committee members: Mary B. Cranston Francisco Javier Fernández-Carbajal Robert W. Matschullat, Chair Linda J. Rendle (effective November 23, 2020) Maynard G. Webb, Jr. Number of meetings in fiscal year 2020: 8				“The Committee was active in 2020, reviewing several potential M&A transactions and strategic investments, including the proposed acquisition of Plaid, in addition to discussing Visa’s capital structure, financial condition, capital investments, treasury activities and tax strategy.” *– Robert W. Matschullat, Chair*



Nominating and Corporate Governance Committee

Committee members: Mary B. Cranston Ramon Laguarta John F. Lundgren Suzanne Nora Johnson Linda J. Rendle (effective November 23, 2020) John A. C. Swainson, Chair Number of meetings in fiscal year 2020: 3				“This year we focused on management succession planning, board composition, including the addition of Ramon Laguarta and Linda Rendle to the Board, and oversight of Visa’s ESG and shareholder engagement programs.” *– John A. C. Swainson, Chair*







Payments	Technology	Senior Leadership	Public Company Boards	Financial





Global Markets	Marketing \| Brand	Risk	Government \| Geo-political	ECommerce \| Mobile


Type of Retainer		Amount of Retainer

Annual Board Membership		$110,000

Lead Independent Director		$75,000

Audit and Risk Committee Membership		$20,000

Compensation Committee Membership		$15,000

Finance Committee Membership		$15,000

Nominating and Corporate Governance Committee Membership		$15,000

Audit and Risk Committee Chair		$25,000 (in addition to member retainer)

Compensation Committee Chair		$20,000 (in addition to member retainer)

Finance Committee Chair		$20,000 (in addition to member retainer)

Nominating and Corporate Governance Committee Chair		$20,000 (in addition to member retainer)


Name	Fees Earned or Paid in Cash ($)⁽¹⁾		Stock Awards ($)⁽²⁾		All Other Compensation ($)⁽³⁾		Total ($)

Lloyd A. Carney		155,000		215,021		5,000		375,021

Mary B. Cranston		142,500		215,021		35,000		392,521

Francisco Javier Fernández-Carbajal		140,000		215,021		15,000		370,021

Ramon Laguarta⁽⁴⁾		108,750		248,346		-		357,096

John F. Lundgren		203,750		215,021		5,000		423,771

Robert W. Matschullat		160,000		215,021		20,000		395,021

Denise M. Morrison		155,000		215,021		10,000		380,021

Suzanne Nora Johnson		152,500		215,021		20,000		387,521

John A. C. Swainson		165,000		215,021		19,500		399,521

Maynard G. Webb, Jr.		140,000		215,021		20,000		375,021


Name	Board Retainer ($)	Independent Chair/Lead Independent Director Retainer ($)	Audit and Risk Committee Chair/ Member Retainer ($)	Compensation Committee Chair/ Member Retainer ($)	Finance Committee Chair/ Member Retainer ($)	Nominating and Corporate Governance Committee Chair/ Member Retainer ($)
Lloyd A. Carney	110,000	-	45,000	-	-	-
Mary B. Cranston	110,000	-	10,000	-	7,500	15,000
Francisco Javier Fernández-Carbajal	110,000	-	-	15,000	15,000	-
Ramon Laguarta	82,500	-	15,000	-	-	11,250
John F. Lundgren	110,000	75,000	-	3,750	-	15,000
Robert W. Matschullat	110,000	-	-	15,000	35,000	-
Denise M. Morrison	110,000	-	20,000	25,000	-	-
Suzanne Nora Johnson	110,000	-	10,000	17,500	-	15,000
John A. C. Swainson	110,000	-	20,000	-	-	35,000
Maynard G. Webb, Jr.	110,000	-	-	15,000	15,000	-



Lloyd A. Carney Age: 58 Independent Director Since: June 2015 Board Committees: Audit and Risk Committee	Public Company Directorships: (current) Grid Dynamics Holdings Inc. (Chairman); Nuance Communications, Inc. (Chairman); Vertex Pharmaceuticals; Visa Inc. (prior) Brocade Communications Systems, Inc., Cypress Semiconductor Corporation; Micromuse, Inc. (Chairman) Career Highlights: • Chief Acquisition Officer of Carney Technology Acquisition Corp. II, a special purpose acquisition corporation, since September 2020 • Chief Executive Officer, Carney Global Ventures, LLC, an early round investor, since March 2007 • Chief Executive Officer and director of Brocade Communications Systems, Inc., a global supplier of networking hardware and software from January 2013 to November 2017 • Chief Executive Officer and director of Xsigo Systems, an information technology and hardware company, from 2008 to 2012 • Chief Executive Officer and chairman of the board of Micromuse, Inc., a networking management software company, acquired by IBM, from 2003 to 2006 • B.S. degree in Electrical Engineering Technology and an Honorary PhD from the Wentworth Institute of Technology, and a M.S. degree in Applied Business Management from Lesley College	Specific Qualifications, Experience, Attributes and Skills: • 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 • 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 • As a director of a number of public and private companies, he has experience with corporate governance, financial reporting and controls, risk management and business strategy and operations

Mary B. Cranston Age: 72 Independent Director Since: October 2007 Board Committees: Finance Committee; Nominating and Corporate Governance Committee	Public Company Directorships: (current) The Chemours Company; McAfee Corp.; Visa Inc. (prior) MyoKardia, Inc.; Exponent, Inc.; GrafTech International, Inc.; International Rectifier Corporation; Juniper Networks, Inc. Career Highlights: • Retired Senior Partner of Pillsbury Winthrop Shaw Pittman LLP, an international law firm • Chair and Chief Executive Officer of Pillsbury from January 1999 to April 2006; continued to serve as Chair of the firm until December 2006; Firm Senior Partner until January 2012 • A.B. degree in Political Science from Stanford University, a J.D. degree from Stanford Law School and a M.A. degree in Educational Psychology from the University of California, Los Angeles	Specific Qualifications, Experience, Attributes and Skills: • Gained a broad understanding of the business and regulation of the financial services industry as well as of the management of a global enterprise through tenure at the Pillsbury law firm • Represented banks and financial institutions for over 30 years, and as Chief Executive Officer of the law firm, regularly met with senior executives from banking clients, covering concerns and issues relevant to the financial services industry • Oversaw the opening of the firm’s offices in London, Singapore, Sydney and Hong Kong, and expanded the Tokyo office • Substantial expertise in complex antitrust, class action and securities law cases and was recognized by the National Law Journal in 2002 as one of the “100 Most Influential Lawyers in America” • Regularly reviewed corporate strategies and financial and operational risks as a director of other U.S. publicly-traded companies • Identified and managed legal risks for many Fortune 500 companies throughout her legal career • Experience and background provide her with significant insight into the legal and regulatory issues facing Visa and its clients, as well as into the challenges of operating a diverse, multinational enterprise



Francisco Javier Fernández-Carbajal Age: 65 Independent Director Since: October 2007 Board Committees: Compensation Committee; Finance Committee	Public Company Directorships: (current) ALFA S.A.B. de C.V.; CEMEX S.A.B. de C.V.; Fomento Economico Mexicano, S.A.B. de C.V.; Visa Inc. (prior) El Puerto de Liverpool, S.A.B. de C.V.; Fresnillo, plc; Grupo Aeroportuario del Pacifico, S.A.B. de C.V.; Grupo Bimbo, S.A.B. de C.V.; Grupo Gigante, S.A.B. de C.V.; Grupo Lamosa, S.A.B. de C.V.; IXE Grupo Financiero S.A.B. de C.V. Career Highlights: • Consultant for public and private investment transactions and wealth management advisor since January 2002 • Chief Executive Officer of Servicios Administrativos Contry S.A. de C.V., a privately held company that provides central administrative and investment management services, since June 2005 • Chief Executive Officer of the Corporate Development Division of Grupo Financiero BBVA Bancomer, S.A., a Mexico-based banking and financial services company that owns BBVA Bancomer, one of Mexico’s largest banks from July 2000 to January 2002; held other senior executive positions at Grupo Financiero BBVA Bancomer since joining in September 1991, serving as President from October 1999 to July 2000, and as Chief Financial Officer from October 1995 to October 1999 • 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	Specific Qualifications, Experience, Attributes and Skills: • 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, Executive Vice President of Strategic Planning, Deputy President of Systems and Operations, Chief Information Officer, Deputy President, President and Chief Financial Officer • Background and career in the payments and financial services industry in Mexico enable him to bring global perspectives 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 • 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 and Finance Committees

Alfred F. Kelly, Jr. Age: 62 Director Since: January 2014 Board Committees: None	Public Company Directorships: (current) Visa Inc. (prior) MetLife Inc.; Affinion Group Holdings, Inc.; Affinion Group, Inc. Career Highlights: • Chief Executive Officer, Visa Inc. since December 2016 and Chairman since April 2019 • Chief Executive Officer and President of Intersection, a digital technology and media company, from March 2016 to October 2016 • Management Advisor, TowerBrook Capital Partners L.P. from April 2015 to February 2016 • Chairman, President and Chief Executive Officer of the 2014 NY/NJ Super Bowl Host Company, the entity created to raise funds for and host Super Bowl XLVIII, from April 2011 to August 2014 • Held senior positions at the American Express Company, a global financial services company, for 23 years, including serving as President from July 2007 to April 2010, Group President, Consumer, Small Business and Merchant Services from June 2005 to July 2007, and Group President, U.S. Consumer and Small Business Services from June 2000 to June 2005 • Former head of information systems at the White House from 1985 to 1987 • Held various positions in information systems and financial planning at PepsiCo Inc. from 1981 to 1985 • B.A. degree in Computer and Information Science and an M.B.A. degree from Iona College	Specific Qualifications, Experience, Attributes and Skills: • As the President of American Express, he was responsible for the company’s global consumer businesses, including consumer and small business cards, customer service, global banking, prepaid products, consumer travel and risk and information management • Significant tenure and experience as a senior executive of a global financial services and payment card company provide him with a thorough understanding of our business and industry • Has experience in information technology and data management, both areas relevant to our business, from his service as the head of information systems of the White House and his roles at PepsiCo • His previous service as a member of the Audit Committee of MetLife, and as Chair of the Audit Committees of Affinion Group Holdings, Inc. and its wholly-owned subsidiary, Affinion Group, Inc., enhanced his expertise in the areas of corporate finance, accounting, internal controls and procedures for financial reporting, risk management oversight and other audit committee functions



Ramon Laguarta Age: 57 Independent Director Since: November 2019 Board Committees: Audit and Risk Committee; Nominating and Corporate Governance Committee	Public Company Directorships: (current) PepsiCo, Inc.; Visa Inc. (prior) none Career Highlights: • Chief Executive Officer of PepsiCo, Inc. since October 2018 and Chairman of the Board since February 2019 • Held several other senior positions at PepsiCo for over 20 years, including: President (2017-2018); Chief Executive Officer, Europe Sub-Saharan Africa (2015-2017); Chief Executive Officer, Europe (2015); President, Developing and Emerging Markets, PepsiCo Europe (2012-2015); President, Eastern Europe, PepsiCo Europe (2008-2012); Commercial Vice President, Snacks and Beverages, PepsiCo Europe (2006-2008); General Manager, Iberia Snacks and Juices (2003-2006); General Manager, Spain Snacks (2001-2003); General Manager, Greece and Cyprus (1999-2001); and Vice President, Business Development (1996-1999) • M.B.A. in international business from ESADE Business School in Spain and a Masters in international management from Thunderbird School of Global Management at Arizona State University	Specific Qualifications, Experience, Attributes and Skills: • Strong leadership skills and extensive consumer packaged goods experience gained from the 20-plus years he spent in a variety of senior operational and executive roles at PepsiCo enables him to provide valuable market and consumer insights. • His numerous international senior management positions, including living in Europe and leading PepsiCo’s Europe Sub-Saharan Africa division, which has operations that span three continents and is composed of developed, developing and emerging markets, provides invaluable perspectives on the global marketplace and sustainability. He speaks multiple languages including English, Spanish, French, German and Greek. • His deep experience and strong understanding of the key strategic challenges and opportunities of running a large global business make him well-positioned to oversee strategic planning, operations, marketing, brand development and logistics.

John F. Lundgren Age: 69 Independent Director Since: April 2017 Board Committees: Compensation Committee; Nominating and Corporate Governance Committee	Public Company Directorships: (current) Callaway Golf Company (Chairman); Visa Inc. (prior) Stanley Black & Decker, Inc.; Staples, Inc. Career Highlights: • Lead Independent Director of our Board since April 2019 • Chief Executive Officer of Stanley Black & Decker, Inc. from March 2010 until his retirement in July 2016; also served as Chairman until December 2016 • Chairman and Chief Executive Officer of The Stanley Works, a worldwide supplier of consumer products, industrial tools and security solutions for professional, industrial and consumer use, from March 2004 until its merger with Black & Decker in March 2010 • President of European Consumer Products of Georgia-Pacific Corporation from January 2000 to February 2004 • President of European Consumer Products of James River Corporation from 1995 to 1997 and Fort James Corporation from 1997 to 2000 until its acquisition by Georgia-Pacific • B.A. degree from Dartmouth College and an M.B.A. from Stanford University	Specific Qualifications, Experience, Attributes and Skills: • Substantial executive leadership and brand experience having served over 12 years as Chief Executive Officer and Chairman of Stanley Black & Decker and The Stanley Works • Knowledge and experience with consumer market in Europe having served as President, European Consumer Products of Georgia Pacific Corporation, Fort James Corporation and James River Corporation for over 14 years • Currently serves as a member of the Audit Committee of Callaway Golf Company, 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 • As a director of other public companies, he has experience with corporate governance, risk management, and business strategy and operations



Robert W. Matschullat Age: 73 Independent Director Since: October 2007 Board Committees: Compensation Committee; Finance Committee	Public Company Directorships: (current) Visa Inc. (prior) The Clorox Company; The Walt Disney Company; McKesson Corporation; Morgan Stanley & Co. Incorporated; The Seagram Company Limited Career Highlights: • Independent Chair of our Board from April 2013 to April 2019 • Independent Lead Director (November 2012 to July 2015); interim Chairman and interim Chief Executive Officer (March 2006 to October 2006); Presiding Director (January 2005 to March 2006), and Chairman of the board (January 2004 to January 2005) of the Clorox Company, a global consumer products company • Vice Chairman of the board of directors and Chief Financial Officer of The Seagram Company Limited, a global company with entertainment and beverage operations, from 1995 until 2000 • Head of worldwide investment banking at Morgan Stanley & Co. Incorporated, a securities and investment firm, from 1991 to 1995 • Served on the board of directors of The Clorox Company from 2004 to 2020, The Walt Disney Company from 2002 to 2018, McKesson Corporation from 2002 to 2007, and Morgan Stanley from 1992 to 1995 • B.A. degree in Sociology from Stanford University and an M.B.A. degree from the Stanford Graduate School of Business	Specific Qualifications, Experience, Attributes and Skills: • Substantial executive leadership, financial services and risk management experience, having served as the head of worldwide investment banking and a director of Morgan Stanley, the Vice Chairman and Chief Financial Officer of Seagram, and the Chairman and interim Chief Executive Officer of Clorox • Was responsible for all finance, strategic planning, corporate communications, government, tax, accounting and internal auditing, mergers and acquisitions and risk management functions at Seagram • Served as the chair of the Audit Committee of Disney and Clorox, and as chair of the Finance Committee and a member of the Audit Committee of McKesson. These roles enhanced his expertise in the areas of corporate finance, accounting, internal controls and procedures for financial reporting, risk management oversight and other audit committee functions • Has experience managing complex, multinational operations from his tenure at Morgan Stanley, which operates in over 42 countries around the world, as well as Seagram and Clorox, whose products are sold in over 100 countries

Denise M. Morrison Age: 66 Independent Director Since: August 2018 Board Committees: Audit and Risk Committee; Compensation Committee	Public Company Directorships: (current) MetLife, Inc.; Quest Diagnostics; Visa Inc. (prior) Campbell Soup Company Career Highlights: • Founder of Denise Morrison & Associates, LLC, a consulting firm, since October 2018 • President and Chief Executive Officer (August 2011 to May 2018), and a Board member (October 2010 to May 2018); Executive Vice President and COO (October 2010 to July 2011); Senior Vice President, President of North America Soup, Sauces and Beverages (October 2007 to September 2010); President, Campbell USA (June 2005 to September 2007); and President, Global Sales and Chief Customer Officer (April 2003 and May 2005) of Campbell Soup Company, a food and beverage company • Held senior positions at Kraft Foods, Inc., a food and beverage company, including Executive Vice President and General Manager, Snacks Division from 2001 to 2003; Executive Vice President and General Manager, Confections Division in 2001; Senior Vice President and General Manager, Nabisco Down the Street Division in 2000; Senior Vice President, Nabisco Sales and Integrated Logistics from 1998 to 2000; Vice President, Nabisco Foods Sales and Integrated Logistics from 1997 to 1998 and Area Vice President, West, Nabisco Sales and Integrated Logistics from 1995 to 1997 • Held various senior marketing and sales positions at Nestle SA from 1984 to 1995 • Held Business Development manager position at PepsiCo, Inc. from 1982 to 1984 • Held various manager and sales positions at The Procter & Gamble Company from 1975 to 1982 • B.S. degrees in Economics and Psychology from Boston College	Specific Qualifications, Experience, Attributes and Skills: • Distinguished record of building strong businesses and growing iconic brands, having served over 15 years as Chief Executive Officer and other senior management roles at Campbell Soup Company, whose products are sold in over 120 countries around the world • 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 Audit and Risk and Compensation Committees • 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 board and committee service with public and private companies provide her with a strong understanding of the effective functioning of corporate governance structures



Suzanne Nora Johnson Age: 63 Independent Director Since: October 2007 Board Committees: Audit and Risk Committee; Nominating and Corporate Governance Committee	Public Company Directorships: (current) Intuit Inc.; Pfizer Inc.; Visa Inc. (prior) American International Group, Inc. Career Highlights: • Vice Chairman of the Goldman Sachs Group, Inc., a bank holding company and a global investment banking, securities and investment management firm, from November 2004 until her retirement in January 2007 • Served in various leadership roles at Goldman Sachs, including Chair of the Global Markets Institute, head of the Global Investment Research Division and head of the Global Healthcare Business; founded the firm’s Latin American business • B.A. degree in Economics, Philosophy/Religion and Political Science from the University of Southern California and a J.D. degree from Harvard Law School	Specific Qualifications, Experience, Attributes and Skills: • Extensive financial services, international and executive leadership experience from her 21-year tenure at Goldman Sachs. As Vice Chairman of the firm, as well as in her prior roles as Chair of the Global Markets Institute, head of the Global Investment Research Division and head of the firm’s Global Healthcare Business, she gained expertise in strategic and financial planning, risk oversight and multinational operations, which enables her to provide sound guidance and insight regarding Visa’s strategies and management • Significant financial experience from her work in investment banking and investment research, including a thorough understanding of financial statements, corporate finance, accounting and capital markets • Clerked for the United States Court of Appeals for the Fourth Circuit and practiced transactional and banking law at a pre-eminent national law firm, a background that provides her with insight into the laws and regulations that impact Visa • Her board and committee service for Intuit and Pfizer similarly contribute to her strong understanding of corporate governance and the best practices of effective publicly-traded company boards

Linda J. Rendle Age: 42 Independent Director Since: November 2020 Board Committees: Finance Committee; Nominating and Corporate Governance Committee	Public Company Directorships: (current) The Clorox Company; Visa Inc. (prior) none Career Highlights: • Chief Executive Officer of The Clorox Company since September 2020 • Held several other senior positions at Clorox for nearly 20 years, including: President (May 2020-September 2020); EVP, Global Operations & Strategy, Cleaning and International (July 2019-May 2020); EVP, Global Operations & Strategy, International, Better Health (January 2019-July 2019); EVP and General Manager, Cleaning, Professional Products and Strategy (June 2018-January 2019); SVP and General Manager, Cleaning and Professional Products (April 2017-June 2018); SVP and General Manager, Cleaning (August 2016-April 2017); VP and General Manager, Home Care (October 2014-August 2016); VP, Sales, Cleaning (April 2012-October 2014); other positions of increasing responsibility, including VP, Sales, Directors of Sales Planning and Senior Sales Analyst (January 2003-April 2012) • Held several positions in sales management at Procter & Gamble from August 2000 to December 2002 • Bachelor’s degree in Economics from Harvard University	Specific Qualifications, Experience, Attributes and Skills: • Strong track record of outstanding business results and values-led leadership, gained from nearly 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. • As CEO 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.


Name and Address of Beneficial Owner	Date of Schedule 13G/A Filing	Amount and Nature of Beneficial Ownership⁽¹⁾	Percent of Class (%)
The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355	February 12, 2020	147,937,455	[x]
BlackRock Inc. 55 East 52^nd Street New York, NY 10055	February 6, 2020	125,231,790	[x]
FMR LLC 245 Summer Street Boston, MA 02210	February 7, 2020	88,341,075	[x]


Beneficial Owner	Sole Power to Vote		Shared Power to Vote		Sole Power to Dispose		Shared Power to Dispose
Vanguard		2,656,326		498,552		144,939,913		2,997,542
BlackRock		107,209,497		0		125,231,790		0
FMR		13,216,229		0		88,341,075		0


Lynne Biggar Executive Vice President and Chief Marketing and Communications Officer Age: 58		• Joined Visa in February 2016 • Leads all global efforts driving Visa’s global brand and surrounding marketing and client/consumer engagement efforts, including brand positioning, sponsorship management and activation, media and channel strategies, data and insights development, and internal and external communications • Former Executive Vice President – Consumer Marketing and Revenue for Time Inc., one of the largest branded media companies, from November 2013 to January 2016, where she was responsible for driving consumer revenue for Time Inc. brands and products across all channels, consumer insights, data solutions and customer service. • Held many senior positions at American Express Company, a multinational financial services corporation, from 1992 to 2013, most recently as Executive Vice President & General Manager – International Card Products and Experiences from January 2012 to November 2013, and Executive Vice President & General Manager – US Membership Rewards and Strategic Card Services in 2011 • Member of the Board of Directors of Voya Financial, Inc. • Received her B.A. in international relations from Stanford University and an M.B.A. from Columbia University
Paul Fabara Executive Vice President and Chief Risk Officer Age: 55		• Joined Visa in September 2019 • Responsible for maintaining the integrity and security of the Visa payment system, while also serving as the principal liaison with regulatory agencies • Ensures that Visa continues to deliver industry-leading services to prevent, detect and mitigate the impact of fraud and security attacks on Visa’s clients and other payment system stakeholders • Held many senior positions at American Express Company, a multinational financial services corporation, from 2011 to 2019, most recently as President, Global Services Group from February 2018 to September 2019, where he was responsible for the company’s global servicing functions, including customer service, credit and fraud operations, as well as enterprise-wide strategic initiatives; and Chief Risk Officer and President, Global Risk, Banking & Compliance, where he promoted strong capabilities and disciplined, integrated risk controls, from February 2016 to February 2018 • Held senior positions at Barclays, a multinational investment bank and financial services company, including Managing Director, Global Head of Operations, Regulatory Implementation and Planning from February 2009 to January 2011, and Global Chief Operating Officer, Barclaycard from August 2006 to February 2009 • Former Chief Operating Officer, Card Services at Alliance Data Systems, provider of loyalty and marketing services, from June 2002 to August 2006 • Started his career at Providian Financial Corporation, where he served in many capacities including risk management, underwriting, marketing, sales and service and credit administration
Ryan McInerney President Age: 45		• Joined Visa in May 2013 • Responsible for delivering value to Visa’s financial institutions, acquirers, merchants and strategic partners in more than 200 countries and territories around the world • Oversees Visa’s market leadership teams, client services, innovation and strategic partnerships, and global product solutions • Served as Chief Executive Officer of Consumer Banking for JPMorgan Chase, a global financial services firm, from June 2010 to May 2013, where he oversaw a business with more than 75,000 employees and revenues of approximately $14 billion; was responsible for a banking network serving 20 million customers in 23 states • Served as Chief Operating Officer for Home Lending and as Chief Risk Officer for Chase’s consumer businesses, overseeing all credit risk management in credit card, home lending, auto finance, education finance, consumer banking and business banking; also served as Chase’s head of Product and Marketing for Consumer Banking • Former Principal at McKinsey & Company in the firm’s retail banking and payments practices • Received a finance degree from the University of Notre Dame


Vasant M. Prabhu Vice Chairman and Chief Financial Officer Age: 60		• Joined Visa in February 2015 • Responsible for the Company’s financial strategies, planning and reporting, in addition to all finance operations and investor relations • Served as Chief Financial Officer for NBCUniversal, a multinational media conglomerate, from May 2014 to February 2015, where he oversaw the company’s financial planning and operations and played a key role in NBCUniversal’s strategic business initiatives. Also managed the Operations and Technical Services division, which included NBCUniversal’s technical operations, physical plant, corporate services and information technology functions • Served as Chief Financial Officer for Starwood Hotels & Resorts Worldwide, Inc., a hotel company that is now part of Marriott International, from 2004 to May 2014 • Former Executive Vice President, Chief Financial Officer and President, E-Commerce for Safeway, Inc., the $35 billion supermarket retailer • Gained experience in the media sector as President of the Information and Media Group, The McGraw-Hill Companies, where he led a $1 billion division comprising Business Week, Broadcast television stations and Business Information Services • Held senior positions at PepsiCo, including Senior Vice President of Finance & Chief Financial Officer, Pepsi-Cola International • Started his career at Booz, Allen & Hamilton, the management consulting firm, where he rose to become a Partner serving Media and Consumer companies • Received his M.B.A. from the University of Chicago and a B.S. in Engineering from the Indian Institute of Technology
Rajat Taneja President, Technology Age: 56		• Joined Visa in November 2013 • Responsible for the Company’s technology innovation and investment strategy, product engineering, global IT and operations infrastructure • Served as Executive Vice President and Chief Technology Officer of Electronic Arts Inc., a video game company, from October 2011 to November 2013, where he was responsible for platform engineering, data center operations and IT supporting the company’s global customer base • Worked at Microsoft Corporation, including most recently as the Corporate Vice President, Commerce Division, in 2011 and the General Manager and Corporate Vice President, Online Services Division, from 2007 to 2011 • Holds a B.E. in Electrical Engineering from Jadavpur University and an M.B.A. from Washington State University
Kelly Mahon Tullier Executive Vice President, General Counsel and Corporate Secretary Age: 54		• Joined Visa in June 2014 • Leads the global legal and compliance functions for Visa • Served as Senior Vice President and Deputy General Counsel at PepsiCo, Inc., a multinational food, snack and beverage corporation, from August 2011 to June 2014, and managed the global legal teams supporting the business around the world, as well as centralized teams responsible for mergers and acquisitions, intellectual property, regulatory, litigation and procurement legal matters; also served as Senior Vice President and General Counsel for PepsiCo’s Asia Pacific, Middle East and Africa division, based in Dubai • Former Vice President and General Counsel for Frito-Lay, Inc., with responsibility for a wide range of legal, policy and compliance issues • Former associate at Baker Botts LLP and also served as a law clerk for the Honorable Sidney A. Fitzwater, U.S. District Court, Northern District of Texas • Received her B.A. from Louisiana State University and her J.D., magna cum laude, from Cornell Law School


Name		Title
Alfred F. Kelly, Jr.		Chairman and Chief Executive Officer
Vasant M. Prabhu		Vice Chairman and Chief Financial Officer
Ryan McInerney		President
Rajat Taneja		President, Technology
Paul Fabara		Executive Vice President and Chief Risk Officer


WHAT WE DO
		Pay for Performance: A significant portion of each NEO’s target annual compensation is tied to corporate and individual performance.
		Annual Say-on-Pay Vote: We conduct an annual Say-on-Pay advisory vote. At our 2020 Annual Meeting of Stockholders, approximately 95% of the votes cast on the Say-on-Pay proposal were in favor of the fiscal year compensation of our NEOs.
		Recoupment Policies: Our Clawback Policy authorizes the Board to recapture past incentive compensation or cancel outstanding awards in the event of a material restatement of the Company’s financial results due to fraud, intentional misconduct or gross negligence of the executive officer, and our equity award agreements provide for the forfeiture of equity-based awards in the event of specified detrimental activity in the absence of a restatement.
		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 Award: Payouts under our annual incentive 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 stockholders, we have significant stock ownership guidelines that require our executive officers to hold a multiple of their annual base salary in equity.
		Limited Perquisites: We provide limited special benefits to executive officers and no tax gross-ups except on business-related relocation expenses and tax equalization for employees on expatriate assignments, as provided in our relocation and tax equalization policies, and in limited circumstances related to the reimbursement of certain expenses incurred in connection with the hiring process.
		Engagement with Stockholders: Our Board and management team greatly value the opinions and feedback of our stockholders, which is why we have proactive, ongoing engagement with our stockholders throughout the year focused on executive compensation.

WHAT WE DON’T DO
		Gross-up for Excise Taxes: 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. Similarly, we generally do not provide for tax gross-ups on our limited perquisites.
		Repricing of Stock Options: Our equity incentive plan prohibits the repricing of stock options and stock appreciation rights without prior stockholder approval.
		Fixed-Term Employment Agreements: Employment of our executive officers is “at will” and may be terminated by either the Company or the employee at any time.
		Single-Trigger Severance Arrangements: Our Executive Severance Plan and equity award agreements generally 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.