Our Board currently consists of eleven directors, nine of whom are nominated and standing for election at our Annual Meeting, including eight independent directors and our Chief Executive Officer. Each director is elected to serve a one-year term, with all directors subject to annual election. Cathy E. Minehan and David J. Pang, members of our Board since October 2007, are not standing for re-election. Accordingly, they are not included as nominees for election at the Annual Meeting. The Board thanks Ms. Minehan and Mr. Pang for their years of service to Visa. Effective as of the opening of the polls at our Annual Meeting, our authorized number of directors will be reduced to nine.
At the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated the following nine persons to serve as directors for the term beginning at the Annual Meeting on January 31, 2017: 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 and Maynard G. Webb, Jr. In June 2016, the Company completed its acquisition of Visa Europe. Mr. Hoffman, a director and Chairman of Visa Europe, was appointed to the Board in June 2016, at the recommendation of the Nominating and Corporate Governance Committee after its evaluation of Mr. Hoffman based on the key attributes, experience and skills described under “Director Nominations and Communications with Directors” above.
Unless proxy cards are otherwise marked, the persons named as proxies will vote all proxies FOR the election of each nominee named in this section. Proxies submitted to Visa cannot be voted at the Annual Meeting for nominees other than those nominees named in this proxy statement. However, if any director nominee is unable or unwilling to serve at the time of the Annual Meeting, the persons named as proxies may vote for a substitute nominee designated by the Board. Alternatively, the Board may reduce the size of the Board. Each nominee has consented to serve as a director if elected, and the Board does not believe that any nominee will be unwilling or unable to serve if elected as a director. Each director will hold office until the next annual meeting of stockholders and until his or her successor has been duly elected and qualified or until his or her earlier resignation or removal.
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” ALL NOMINEES TO SERVE AS DIRECTORS.
Director Nominee Biographies
The following is additional information about each of the director nominees as of the date of this proxy statement, including their professional background, director positions held currently or at any time during the last five years, and the specific qualifications, experience, attributes or skills that caused the Nominating and Corporate Governance Committee and our Board to determine that the nominee should serve as one of our directors.