Proxy Summary

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Proxy Summary

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting.

Information About Our 2017 Annual Meeting of Stockholders

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Voting Matters

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Corporate Governance Highlights

We are committed to corporate governance practices that promote long-term value and strengthen board and management accountability to our stockholders, customers and other stakeholders. Information regarding our corporate governance framework begins on page 6, which includes the following highlights:

Total number of director nominees9Commitment to board refreshment
Number of Independent Director nominees8Annual board, committee and director evaluations
Directors attended at least 75% of meetingsALLRegularly focus on director succession planning
Annual election of directorsRegular executive sessions of Independent Directors
Majority voting for directorsRisk oversight by full board and committees
Adopted proxy accessStockholder outreach/engagement program
Separate Chairman and CEOStock ownership requirements for directors and executive officers
Chairman is Independent DirectorPolitical Participation, Lobbying and Contributions Policy

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     Committee Memberships 
NameAgeDirector SincePrincipal OccupationIndependentARCCCNGCOther Current Public Boards
Lloyd A. Carney542015CEO, Brocade CommunicationsM1
Mary B. Cranston682007DirectorC2
Francisco Javier Fernández-Carbajal612007Director General, Servicios Administrativos Contry SA de CVM3
Gary A. Hoffman562016CEO, Hastings Insurance GroupM1
Alfred F. Kelly, Jr.582014CEO, Visa Inc.1
Robert W. Matschullat692007Independent Chairman, Visa Inc.2
Suzanne Nora Johnson592007DirectorCM3
John A. C. Swainson622007DirectorMC-
Maynard G. Webb, Jr. 612014Founder, Webb Investment NetworkMM2
ARC = Audit and Risk Committee  CC = Compensation Committee  NCGC = Nominating and Corporate Governance Committee
M = Member C = Chair

Executive Compensation Highlights

Highlights of Our Compensation Programs

WHAT WE DO:
Pay for Performance
Annual Say-on-Pay Vote
Clawback Policy
Short-Term and Long-Term Incentives/Measures
Independent Compensation Consultant
Stock Ownership Guidelines
Limited Perquisites and Related Tax Gross-Ups
Double-Trigger Severance Arrangements
Mitigate Inappropriate Risk Taking
WHAT WE DO NOT DO:
Gross-ups for Excise Taxes
Reprice Stock Options
Fixed Term Employment Agreements
Allow Hedging and Pledging of Visa Securities

Our Compensation Philosophy

We provide our NEOs with short- and long-term compensation opportunities that encourage increasing performance to enhance stockholders value while avoiding excessive risk-taking.

Principles of our Compensation Programs
Pay for PerformanceThe key principle of our compensation philosophy is pay for performance.
Alignment with Stockholders' InterestsWe reward performance that meets or exceeds the performance goals that the Compensation Committee establishes with the objective of increasing stockholder value.
Variation Based on PerformanceWe favor variable pay opportunities that are based on performance over fixed pay. The total compensation received by our named executive officers varies based on corporate and individual performance measured against annual and long-term goals.

We maintain compensation plans that tie a substantial portion of our named executive officers’ overall target annual compensation to the achievement of our corporate performance goals. The Compensation Committee employs multiple performance measures and strives to award an appropriate mix of annual and long-term equity incentives to avoid overweighting short-term objectives.

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Company Performance Highlights

During the fiscal year ended September 30, 2016, Visa delivered strong financial results, reflecting solid growth in revenue and adjusted earnings per share. Additionally our Class A common stock price increased 19%. We also completed the acquisition of Visa Europe in June 2016 and raised $16 billion of debt in December 2015.

net-revenue

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1 For further information regarding non-GAAP adjustments, including a reconciliation to GAAP, please see Item 7-“Management’s Discussion and Analysis of Financial Condition and Results of Operations – overview” in our 2016 Annual Report as filed on Form 10-K with the Securities and Exchange Commission on November 15, 2016.
2 Cumulative stock price appreciation plus dividends.

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