Visa Interactive Proxy Statement 2017

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Director Nominees

  • Lloyd A. Carney

  • Mary B. Cranston

  • Francisco Javier Fernández-Carbajal

  • Gary A. Hoffman

  • Alfred F. Kelly, Jr.

  • Robert W. Matschullat

  • Suzanne Nora Johnson

  • John A. C. Swainson

  • Maynard G. Webb, Jr.

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  • Audit and Risk Committee


    Number of meetings: 7
    Chair: Mary B. Cranston

    Audit Committee Financial Expert

    - Lloyd A. Carney

    - Mary B. Cranston

    - Cathy E. Minehan

    • Mary B. Cranston
    • Francisco Javier Fernández-Carbajal
    • Maynard G. Webb, Jr.
    • Lloyd A. Carney
    • Gary A. Hoffman
  • Compensation Committee


    Number of meetings: 8
    Chair: Suzanne Nora Johnson

    • Alfred F. Kelly, Jr.
    • Suzanne Nora Johnson
    • John A. C. Swainson
  • Nominating and Corporate Governance Committee


    Number of meetings: 5
    Chair: John A.C. Swainson

    • Suzanne Nora Johnson
    • Alfred F. Kelly, Jr.
    • John A. C. Swainson
    • Maynard G. Webb, Jr.

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  • Independent Chair of the Board


    Robert W. Matschullat
    • Robert W. Matschullat
  • Chief Executive Officer


    Alfred F. Kelly, Jr.
    • Alfred F. Kelly, Jr.
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Lloyd A. Carney

Chief Executive Officer and Director, Brocade Communications Systems, Inc.


Age: 54
Director since: 2015
Independent: Yes
Board Committees:
Other Public Boards: Brocade Communications Systems, Inc.
Qualifications:

Prior Public Company Directorships: 

Cypress Semiconductor Corporation; Micromuse, Inc. (Chairman)

Career Highlights:

  • CEO and director of Brocade Communications Systems, Inc., a global supplier of networking hardware and software since January 2013
  • CEO and director of Xsigo Systems, an information technology and hardware company, from 2008 to 2012
  • CEO 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 CEO for Brocade and prior to that 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

Retired Senior Partner, Pillsbury Winthrop Shaw Pittman LLP


Age: 68
Director since: 2007
Independent: Yes
Board Committees:
Other Public Boards: Chemours Company; MyoKardia, Inc.
Qualifications:

Prior Public Company Directorships:

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 an 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 CEO of the 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 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, which has helped inform her service as Chair of the Audit and Risk Committee
  • 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

Former Chief Executive Officer, Corporate Development Division of Grupo Financiero BBVA Bancomer, S.A.


Age: 61
Director since: 2007
Independent: Yes
Board Committees:
Other Public Boards: ALFA S.A.B. de C.V.; CEMEX S.A.B. de C.V.; Fomento Economico Mexicano, S.A.B. de C.V.
Qualifications:

Prior Public Company Directorships:

El Puerto de Liverpool, S.A.B. de C.V.; Fresnillo, PL, 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
  • Director General of Servicios Administrativos Contry S.A. de C.V., a privately held company that provides central administrative and investment management services, since June 2005
  • CEO 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, which contributes to his service on our Audit and Risk Committee

Gary A. Hoffman

Chairman, Visa Europe


Age: 56
Director since: 2016
Independent: Yes
Board Committees:
Other Public Boards: Hastings Group Holdings plc
Qualifications:

Prior Public Company Directorships:

Barclays Bank plc; Barclays plc; Northern Rock plc; NBNK plc

Career Highlights:

  • Chairman of Visa Europe since December 2010.
  • Chief Executive Officer of Hastings Insurance Group, a digitally focused UK general insurance provider, since November 2012.
  • Former Chief Executive Officer of NBNK Investments, an investment vehicle formed to establish personal and business retail banking in the UK, from May 2011 to December 2012.
  • Former Chief Executive Officer of Northern Rock plc, a British Bank, from October 2008 to November 2010.
  • Vice Chairman of Barclays plc 2006-2008, a British multinational banking and financial services company headquartered in London, having also been Chairman of UK Banking and Barclaycard at Barclays plc. following five years as Chief Executive of Barclaycard.
  • B.A. degree in Economics from Queens’ College, Cambridge University, and an Honorary PhD from the University of Northampton

Specific Qualifications, Experience, Attributes and Skills:

  • As a director on Visa Europe’s board for over 15 years, during his roles at Northern Rock and prior to that at Barclays, he has extensive experience and knowledge of our business and payments industry.
  • Extensive knowledge and experience in the payments and financial services industry in Europe and during his tenure as a director of Visa Europe overseeing the operation of a global enterprise within the European regulatory landscape.
  • As the current CEO of Hastings Group and former CEO of NBNK Investments and Northern Rock plc, he has substantial executive leadership, financial services and risk management experience.

 

Alfred F. Kelly, Jr.

Chief Executive Officer, Visa Inc.


Age: 58
Director since: 2014
Independent: No
Board Committees:
Other Public Boards: MetLife, Inc.
Qualifications:

Prior Public Company Directorships:

Affinion Group Holdings, Inc.; Affinion Group, Inc.

Career Highlights:

  • Chief Executive Officer, Visa Inc. since December 2016
  • 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
  • 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
  • Currently serves as Chairman of the Finance and Risk Committee and as a member of the Audit Committee of MetLife, and previously served as Chair of the Audit Committees of Affinion Group Holdings, Inc. and its wholly-owned subsidiary, Affinion Group, Inc., which 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

Robert W. Matschullat

Independent Chair of the Board, Visa Inc.


Age: 69
Director since: 2007
Independent: Yes
Board Committees:
Other Public Boards: The Clorox Company; The Walt Disney Company
Qualifications:

Prior Public Company Directorships: 

McKesson Corporation; Morgan Stanley & Co. Incorporated; The Seagram Company Limited

Career Highlights:

  • Independent Chair of our Board since April 2013
  • 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 Morgan Stanley from 1992 to 1995 and McKesson Corporation from 2002 to 2007
  • B.A. degree in Sociology from Stanford University and a 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
  • Currently serves as Chair of the Audit Committee of Disney, and also served as the chair of the Audit Committee of 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

Board Committees:

Attends committee meetings in his capacity as independent Chair of the Board, but is not a committee member, is not counted for purposes of determining quorum for committee meetings and does not vote on committee matters.

Suzanne Nora Johnson

Former Vice Chairman, The Goldman Sachs Group Inc.


Age: 59
Director since: 2007
Independent: Yes
Board Committees:
Other Public Boards: American International Group, Inc.; Intuit Inc.; Pfizer Inc.

Qualifications:

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 American International Group, Intuit and Pfizer similarly contribute to her strong understanding of corporate governance and the best practices of effective publicly-traded company boards

John A. C. Swainson

Former President, Dell Inc.


Age: 62
Director since: 2007
Independent: Yes
Board Committees:
Other Public Boards:
Qualifications:

Prior Public Company Directorships:

Assurant Inc.; Broadcom Corporation, CA, Inc.; Cadence Design Systems Inc.

Career Highlights:

  • President of the Software Group of Dell Inc., a global computer manufacturer and information technology solutions provider, from February 2012 to November 2016
  • Senior Advisor to Silver Lake Partners, a global private investment firm, from June 2010 to February 2012
  • Chief Executive Officer of CA, Inc. (now CA Technologies), an information technology management software company, from February 2005 to December 2009 and was President and a director of CA, Inc. from November 2004 to December 2009
  • Vice President of Worldwide Sales for the Software Group of International Business Machines Corporation (IBM), a globally integrated technology company, from July 2004 to November 2004
  • General Manager of the Application Integration Middleware division of IBM from 1997 to 2004
  • Bachelor of Applied Science degree in Engineering from the University of British Columbia

Specific Qualifications, Experience, Attributes and Skills:

  • Significant experience in the information technology industry, as well as in executive management, international operations, strategy, sales and marketing, from his tenure at Dell, CA and IBM
  • Responsible for leading Dell’s worldwide software businesses as the President of the Software Group, including software delivered as part of Dell’s hardware and services operations.
  • Oversaw the strategic direction and day-to-day operations as the Chief Executive Officer of CA, which is a multinational enterprise serving clients around the globe
  • Spent 26 years as a senior executive at IBM, including as Vice President of Worldwide Software Sales, where he oversaw sales for all IBM software products globally
  • Served as the General Manager of the Application Integration and Middleware Division, IBM’s largest software division, where he and his team developed, marketed and launched highly successful middleware products
  • Member of IBM’s Worldwide Management Council, strategy team and senior leadership team
  • Extensive executive experience from his roles at Dell, CA and IBM enables him to provide valuable insight into Visa’s product and growth strategies and other key aspects of the Company’s day-to-day business and management
  • Prior board and committee service for Cadence Design Systems Inc., Assurant Inc. and Broadcom Corporation broadened his exposure to new technologies, and provided him with expertise in the corporate governance of U.S. publicly-traded companies, which is relevant to his service on our Nominating and Corporate Governance Committee and Compensation Committee

Maynard G. Webb, Jr.

Founder, Webb Investment Network


Age: 61
Director since: 2014
Independent: Yes
Board Committees:
Other Public Boards: Yahoo! Inc.; Salesforce.com, Inc.
Qualifications:

Prior Public Company Directorships:

Extensity, Inc.; Gartner, Inc.; Hyperion Solutions Corporation; LiveOps, Inc.; Niku Corporation

Career Highlights:

  • Founder of Webb Investment Network, an early stage investment firm, and a co-founder of Everwise Corporation, a provider of workplace mentoring solutions
  • Chairman of the Board of LiveOps Inc., a cloud-based call center, from 2008 to 2013 and was its Chief Executive Officer from December 2006 to July 2011
  • Chief Operating Officer of eBay, Inc., a global commerce and payments provider, from June 2002 to August 2006, and President of eBay Technologies from August 1999 to June 2002
  • Senior Vice President and Chief Information Officer at Gateway, Inc., a computer manufacturer, from July 1998 to August 1999
  • Vice President and Chief Information Officer at Bay Networks, Inc., a computer networking products manufacturer, from February 1995 to July 1998
  • Bachelor of Applied Arts degree from Florida Atlantic University

Specific Qualifications, Experience, Attributes and Skills:

  • Significant experience in developing, managing and leading high-growth technology companies, both from his roles as an investor and as a senior executive of LiveOps and eBay
  • Substantial leadership and operational experience, having served as the Chief Executive Officer of LiveOps, Chief Operating Officer of eBay, Inc., President of eBay Technologies, and as Chief Information Officer of Gateway and Bay Networks
  • His experience and expertise in engineering and information technology, as well as his prior and current service on the boards of several large, publicly traded technology companies, enable him to contribute to the board’s understanding and oversight of Visa’s management, operations, systems and strategies

Meeting Highlights

The Venue

Crowne Plaza Hotel 1221 Chess Drive
Foster City, California 94404

Date/Time:

January 31, 2017 8:30amPST

Meeting begins in:

00 Days
00 Hours
00 Minutes
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Items of Business:

Item Board Rec.
To elect the nine directors nominated by our board of directors and named in the proxy statement; check-box
To approve, on an advisory basis, the compensation paid to our named executive officers; check-box
To hold an advisory vote on the frequency of future advisory votes on executive compensation; check-box
To ratify the appointment of KPMG LLP as our independent registered public accounting firm for fiscal year 2017; and check-box
To transact such other business as may properly come before the Annual Meeting and any adjournment or postponement thereof.

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