Tuesday, January 30, 2018
at 8:30 a.m., Pacific Time

Le Méridien San Francisco 333 Battery Street, San Francisco, California 94111

If you wish to attend the Annual Meeting in person, you must reserve your seat by January 26, 2018 by contacting our Investor Relations Department at (650) 432-7644. Please refer to the “Voting and Meeting Information” section of the proxy statement for additional information.

A live audio webcast of the Annual Meeting will be available on the Investor Relations page of our website at http://investor.visa.com at
8:30 a.m. Pacific Time on January 30, 2018.

Items of Business

1.    To elect the ten director nominees named in this proxy statement;

2.    To approve, on an advisory basis, the compensation paid to our named executive officers;

3.    To ratify the appointment of KPMG LLP as our independent registered public accounting firm for fiscal year 2018; and

4.    To transact such other business as may properly come before the Annual Meeting and any adjournment or postponement thereof.

The proxy statement more fully describes these proposals.

Record Date

Holders of our Class A common stock at the close of business on December 1, 2017 are entitled to notice of and to vote at the Annual Meeting and any adjournment or postponement thereof. Holders of our Class A common stock will be entitled to vote on all proposals.

Proxy Voting

Your vote is very important. Whether or not you plan to attend the Annual Meeting, please vote at your earliest convenience by following the instructions in the Notice of Internet Availability of Proxy Materials or the proxy card you received in the mail. You may revoke your proxy at any time before it is voted. Please refer to the “Voting and Meeting Information” section of the proxy statement for additional information.

On or about December 7, 2017, we expect to release the proxy materials to the stockholders of our Class A common stock and to send to these stockholders (other than those Class A stockholders who previously requested electronic or paper delivery) a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy materials, including our proxy statement and our fiscal year 2017 Annual Report, and to vote through the Internet or by telephone.

By Order of the Board of Directors

Kelly Mahon Tullier

Executive Vice President, General

Counsel and Corporate Secretary

Foster City, California

December 7, 2017

Important Notice Regarding the Availability of Proxy Materials for the 2018 Annual Meeting of Stockholders to be held on January 30, 2018. The proxy statement and Visa’s Annual Report for fiscal year 2017 are available at
http://investor.visa.com.

PROXY SUMMARY

CORPORATE GOVERNANCE

Board Leadership Structure

Board of Directors and Committee Evaluations

Director Succession Planning and Board Refreshment

Independence of Directors

Executive Sessions of the Board of Directors

Limitation on Other Board and Audit Committee Service

Management Development and Succession Planning

The Board of Directors’ Role in Risk Oversight

Stockholder Engagement on Corporate Governance, Corporate Responsibility and Executive Compensation Matters

Communicating with the Board of Directors

Attendance at Board, Committee and Annual Stockholder Meetings

Codes of Conduct and Ethics

Political Engagement and Disclosure

Corporate Responsibility and Sustainability

COMMITTEES OF THE BOARD OF DIRECTORS

Audit and Risk Committee

Certain Relationships and Related Person Transactions

Report of the Audit and Risk Committee

Compensation Committee

Compensation Committee Interlocks and Insider Participation

Risk Assessment of Compensation Programs

Compensation Committee Report

Nominating and Corporate Governance Committee

Nomination Process and Stockholder Proposed Candidates

Criteria for Nomination to the Board of Directors and Diversity

COMPENSATION OF NON-EMPLOYEE DIRECTORS

Highlights of our Non-Employee Directors Compensation Program

Annual Retainers Paid in Cash

Equity Compensation

Stock Ownership Guidelines

Charitable Matching Gift Program

Director Compensation Table for Fiscal Year 2017

Fees Earned or Paid in Cash

PROPOSAL 1  – ELECTION OF DIRECTORS

DIRECTOR NOMINEE BIOGRAPHIES

BENEFICIAL OWNERSHIP OF EQUITY SECURITIES

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

EXECUTIVE OFFICERS

COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

Say-on-Pay

Setting Executive Compensation

Compensation Philosophy and Objectives

Components of Executive Compensation

Summary of Fiscal Year 2017 Base Salary and Incentive Compensation

Fiscal Year 2017 Compensation

Fiscal Year 2018 Compensation

Other Equity Grant Practices and Policies

Policy Regarding Clawback of Incentive Compensation

Tax Implications – Deductibility of Executive Compensation

EXECUTIVE COMPENSATION

Summary Compensation Table for Fiscal Year 2017

All Other Compensation in Fiscal Year 2017 Table

Grants of Plan-Based Awards in Fiscal Year 2017 Table

Outstanding Equity Awards at 2017 Fiscal Year-End Table

Option Exercises and Stock Vested Table for Fiscal Year 2017

Pension Benefits Table for Fiscal Year 2017

Visa Retirement Plan

Visa Excess Retirement Benefit Plan

Non-qualified Deferred Compensation for Fiscal Year 2017

Employment Arrangements and Potential Payments upon Termination or Change of Control

PROPOSAL 2  – APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS

PROPOSAL 3  – RATIFICATION OF THE APPOINTMENT OF KPMG LLP

Independent Registered Public Accounting Firm Fees

VOTING AND MEETING INFORMATION

Information About Solicitation and Voting

Who Can Vote

How to Vote

Change or Revoke a Proxy or Vote

How Proxies are Voted

Proxy Solicitor

Voting Results

Viewing the List of Stockholders

Attending the Meeting

OTHER INFORMATION

Stockholder Nomination of Director Candidates and Other Stockholder Proposals for 2019 Annual Meeting

Stockholders Sharing the Same Address

Fiscal Year 2017 Annual Report and SEC Filings

Limit on publicly-traded board and

committee service, including Visa

All directors

Directors who are CEOs of a publicly-traded company

Directors who serve on our Audit and Risk Committee

Audit and Risk Committee

Oversees risks related to our enterprise risk framework and programs, including:

•   financial statements, financial reporting and internal controls,

•   tax strategy,

•   credit and liquidity,

•   legal and regulatory,

•   key operational risks,

•   technology, including information security and cybersecurity,

•   compliance and ethics program, including AML and sanctions and

•   business continuity plan.

Compensation Committee

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 additional information regarding the Compensation Committee’s review of compensation-related risk, please see the section entitled Risk Assessment of Compensation Programs.

Nominating and Corporate

Governance Committee

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, and

•   our corporate responsibility, philanthropy, and political participation and contributions.

We contacted our

Top 50

Stockholders

and other key

stakeholders

Representing over

of our outstanding Class A common stock

We held in-person and telephonic

meetings with stockholders

representing approximately

of our outstanding Class A

common stock

Prior To Annual Meeting

•   We reach out to our top 50 investors to discuss corporate governance, corporate responsibility and executive compensation matters, and solicit feedback.

•   Our Board is provided with our stockholders’ feedback for consideration.

•   Board and management discuss feedback and whether action should be taken.

•   Disclosure enhancements are considered.

•   We review vote proposals and solicit support for Board recommendations on management and stockholder proposals.

Annual Meeting of Stockholders

Our stockholders vote on election of directors, executive compensation, ratification of our auditors and other management and stockholder proposals.

Post Annual Meeting

•   Our Board and management review the voting results from our annual meeting.

•   Board and management discuss vote results and whether action should be taken.

•   We start preparing our agenda for our next proxy season outreach.

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Governance

Functional Leadership

● Corporate responsibility is managed at a functional level across our strategic and operational areas,
with responsibility rolling up to executive level oversight

Corporate Responsibility Working Group

● Co-chaired by our global head of Corporate Responsibility and our Chief Counsel — Corporate and
with representation from more than a dozen senior leaders, serves as the central coordinating body
for our responsibility strategy, benchmarking and reporting

Board and Committee Oversight

● In 2016, the Charter of the Nominating and Corporate Governance Committee was expanded to include
formal responsibility for and oversight of corporate responsibility policies, programs and reporting

Engagement ————---——

Proactive engagement with key

stakeholders to understand expectations

and engage on our performance

🌑 Reporting

Greater transparency to meet stakeholder
expectations

Published 2016 CSR Report

Disclosure on Visa website

Named to Dow Jones Sustainability Index and FTSE4Good Index for the 1^st time

Recognized by Ethisphere as a World’s Most Ethical Company for 5^th year in a row

Audit and Risk Committee

  Committee members:

  Lloyd A. Carney,

      Audit Committee Financial Expert

  Mary B Cranston, Chair

  Gary A. Hoffman

  John F. Lundgren,

      Audit Committee Financial Expert

  Number of meetings in
  fiscal year 2017: 5

“The integration of Visa Europe was a critical area of focus that required our oversight of financial reporting, internal audit, legal and regulatory matters, ethics and compliance, enterprise risk, and technology, and we were pleased with the progress the Company made during the year.”

– Mary B. Cranston, Chair

Compensation Committee

  Committee members:

Francisco Javier Fernández-Carbajal

      Suzanne Nora Johnson, Chair

      John A. C. Swainson

      Maynard G. Webb, Jr.

  Number of meetings in

  fiscal year 2017: 8

“In 2017, we maintained our focus on providing a balanced set of short- and long-term compensation and metrics that support shareholder value creation, while avoiding undue risk.”

– Suzanne Nora Johnson, Chair

A Balanced Mix of Compensation Components – The target 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 Company-wide metrics and individual performance goals, which encourage the achievement of objectives for the overall benefit of the Company. Annual cash incentive awards are dependent on multiple performance metrics including Net Income Growth and Net Revenue Growth, both as adjusted for unusual or non-recurring items, as well as individual goals related to specific strategic or operational objectives.

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 share ownership, which aligns the interests of our executive officers with the long-term interests of our stockholders.

Clawback Policy – Our Clawback Policy authorizes the Board to recoup past incentive compensation 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.

Nominating and Corporate Governance Committee

  Committee members:

  Francisco Javier Fernandez-Carbajal

  Suzanne Nora Johnson

  John A. C. Swainson, Chair

  Maynard G. Webb, Jr.

  Number of meetings in
  fiscal year 2017: 7

“We continued our focus on board refreshment, including reviewing our director skills and qualification criteria to make sure we have the right mix of directors in place to support Visa’s long-term strategy.”

– John A. C. Swainson, Chair

No Fees for Board Meeting Attendance: No fees are paid for board meeting attendance.

Emphasis on Equity: There is an emphasis on equity in the overall compensation mix to further align interests with stockholders.

Recognition of Special Roles: Special roles (such as independent Chair and Committee Chairs) are fairly recognized for their additional time commitments.

Formulaic Annual Equity Grants with Immediate Vesting: Annual restricted stock units are granted under a fixed-value formula with immediate vesting (starting in fiscal year 2018) to support independence.

Robust Stock Ownership Guidelines: A robust stock ownership guideline of five times the annual board membership retainer supports alignment with stockholders’ interests.

Limited Perquisites and Related Tax Gross-Ups: Other benefits are limited (e.g., matching charitable contributions).

  Annual Board Membership

  Independent Chair

  Audit and Risk Committee Membership

$20,000

  Compensation Committee Membership

$10,000

  Nominating and Corporate Governance Committee Membership

$10,000

  Audit and Risk Committee Chair

$25,000

(in addition to member retainer)

  Compensation Committee Chair

$20,000

(in addition to member retainer)

  Nominating and Corporate Governance Committee Chair

$20,000

(in addition to member retainer)

  Lloyd A. Carney

314,997

  Mary B. Cranston

  Francisco Javier Fernández-Carbajal

  Gary A. Hoffman

  John F. Lundgren⁽⁶⁾

  Robert W. Matschullat

  Cathy E. Minehan⁽⁷⁾

  Suzanne Nora Johnson

  David J. Pang⁽⁷⁾

  John A. C. Swainson

  Maynard G. Webb, Jr.

During fiscal 2017, Mr. Kelly served as a non-employee director prior to his appointment as an executive officer of our Company. The non-employee director compensation paid to him in fiscal 2017 is reported under “All Other Compensation” in the Summary Compensation Table for Fiscal Year 2017.

Additional information describing these fees is included under the heading Fees Earned or Paid in Cash.

Represents the aggregate grant date fair value of the awards granted to each director computed in accordance with stock-based accounting rules (Financial Standards Accounting Board (“FASB”) ASC Topic 718). Assumptions used in the calculation of these amounts are included in Note 5 – Share-based Compensation to our fiscal year 2017 consolidated financial statements, which are included in our Annual Report on Form 10-K filed with the SEC on November 17, 2017. As of September 30, 2017, each non-employee director had 2,289 unvested restricted stock units outstanding, except for Gary A. Hoffman who had 1,526 unvested restricted stock units outstanding, John F. Lundgren who did not have any unvested restricted stock units and Alfred F. Kelly Jr., whose stock holdings are detailed in the Outstanding Equity Awards at 2017 Fiscal Year-End Table.

Amounts include the matching contributions we made on behalf of our directors for fiscal year 2017 pursuant to our Board Charitable Matching Gift Program in the amount of: $15,000 for Ms. Cranston; $15,000 for Mr. Fernández-Carbajal; $17,500 for Mr. Matschullat; $15,000 for Ms. Nora Johnson; $5,000 for Mr. Swainson; and $15,000 for Mr. Webb. Because fiscal year 2017 overlaps two calendar years, amounts matched on behalf of Mr. Matschullat during the fiscal year is greater than $15,000 even though his donations were within the $15,000 per calendar year limit. The amounts also include the $5,000 matching contributions we made on behalf of each of the following directors for fiscal year 2017 pursuant to our PAC Charitable Matching Program: Mr. Carney; Ms. Cranston; Mr. Matschullat; Ms. Nora Johnson; Mr. Swainson; and Mr. Webb.

Mr. Hoffman received a prorated stock award based on the portion of the Board year he served as a Director.

Mr. Hoffman’s All Other Compensation reflects $233,613 in compensation during fiscal year 2017 in consideration for his services as a director of Visa Europe. This amount was converted from the Great British Pound using the exchange rate on the last day of the fiscal year, September 30, 2017.

Mr. Lundgren was appointed to the Board effective April 18, 2017. Accordingly, he received prorated compensation under the director compensation policies described above.

Ms. Minehan and Mr. Pang did not stand for re-election as members of the Board at the Company’s 2017 annual meeting of stockholders.

Board

Retainer
($)

Independent
Chair

Retainer

($)

Audit and

Risk
Committee
Chair/
Member
Retainer

($)

Compensation
Committee
Chair/
Member
Retainer

($)

Nominating

and Corporate
Governance
Committee
Chair/

Member
Retainer

($)

  Lloyd A. Carney

  Mary B. Cranston

  Francisco Javier Fernández-Carbajal

  Gary A. Hoffman

  John F. Lundgren⁽¹⁾

  Robert W. Matschullat

  Cathy E. Minehan⁽²⁾

  Suzanne Nora Johnson

  David J. Pang⁽²⁾

  John A. C. Swainson

  Maynard G. Webb, Jr.

Mr. Lundgren was appointed to the Board effective April 18, 2017. The amounts shown reflect prorated fees Mr. Lundgren earned for service during the portion of the fiscal year 2017 during which he served as a director.

Ms. Minehan and Mr. Pang did not stand for re-election as members of the Board at the Company’s 2017 annual meeting of stockholders. The amounts shown reflect prorated fees Ms. Minehan and Mr. Pang earned for service during the portion of the fiscal year 2017 during which they served as directors.

Lloyd A. Carney

Age: 55

Independent

Director Since:

June 2015

Board Committees:

Audit and Risk

Committee

Public Company Directorships:

(current) Visa Inc.

(prior) Brocade Communications Systems, Inc., Cypress Semiconductor Corporation;

Micromuse, Inc. (Chairman)

Career Highlights:

•    CEO and director of Brocade Communications Systems, Inc., a global supplier of networking hardware and software from January 2013 to November 2017

•    CEOand director of Xsigo Systems, an information technology and hardware company, from 2008 to 2012

•   CEOand 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 CEO 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: 69

Independent

Director Since:

October 2007

Board Committees:

Audit and Risk

Committee

Public Company Directorships:

(current) Chemours Company; MyoKardia, Inc.;
Visa Inc.

(prior) 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

•    Chairand 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:

•   Gaineda 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

•   Representedbanks 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

•   Oversawthe opening of the firm’s offices in London, Singapore, Sydney and Hong Kong, and expanded the Tokyo office

•   Substantialexpertise 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”

•   Regularlyreviewed corporate strategies and financial and operational risks as a director of other U.S. publicly-traded companies

•   Identifiedand 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

•    Experienceand 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: 62

Independent

Director Since:

October 2007

Board Committees:

Compensation Committee

Nominating and Corporate Governance 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

•  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, human resources and compensation, which contributes to his service on our Compensation and Nominating and Corporate Governance Committees

Gary A. Hoffman

Age: 57

Independent

Director Since:

June 2016

Board Committees:

Audit and Risk Committee

Public Company Directorships:

(current) Hastings Group Holdings plc; Visa Inc.

(prior) 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 the 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.

Age: 59

Director Since:

January 2014

Board Committees:

None

Public Company Directorships:

(current) MetLife Inc.; Visa Inc.

(prior) 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

•  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 a 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 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

John F. Lundgren

Age: 66

Independent

Director Since:

April 2017

Board Committees:

Audit and Risk Committee

Public Company Directorships:

(current) Callaway Golf Company; Visa Inc.

(prior) Stanley Black & Decker, Inc.; Staples, Inc.

Career Highlights:

•  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 MBA 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: 70

Independent

Director Since:

October 2007

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.

Public Company Directorships:

(current) The Clorox Company; The Walt Disney Company; Visa Inc.

(prior) 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 on the Audit Committee of Disney. Also 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

Suzanne Nora Johnson

Age: 60

Independent

Director Since:

October 2007

Board Committees:

Compensation Committee

Nominating and Corporate Governance Committee

Public Company Directorships:

(current) American International Group, Inc.; Intuit Inc.; Pfizer Inc.; Visa 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 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

Age: 63

Independent

Director Since:

October 2007

Board Committees:

Compensation Committee

Nominating and Corporate Governance Committee

Public Company Directorships:

(current) Visa Inc.

(prior) 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 Inc., 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 and director of CA, Inc., which is a multinational enterprise software business 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 Inc., 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.

Age: 62

Independent

Director Since:

January 2014

Board Committees:

Compensation Committee

Nominating and Corporate Governance Committee

Public Company Directorships:

(current) Salesforce.com. Inc.; Visa Inc.

(prior) Extensity, Inc.; Gartner, Inc.; Hyperion Solutions Corporation; LiveOps, Inc.; Niku Corporation; Yahoo! Inc.

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

each member of the Board;

our named executive officers for fiscal year 2017; and

all current executive officers and directors of Visa as a group.

Shares Issuable

Pursuant to Options
Exercisable within 60 days

of December 1, 2017

Directors and Named Executive Officers:

Rajat Taneja

Ryan McInerney

Kelly Mahon Tullier

Charles W. Scharf*

Vasant Prabhu

Suzanne Nora Johnson

Alfred F. Kelly, Jr.

John A. C. Swainson

Robert W. Matschullat

Francisco Javier Fernández-Carbajal

Mary B. Cranston

Lloyd A. Carney

John F. Lundgren

Maynard G. Webb, Jr.

Gary A. Hoffman

All Directors and Executive Officers as a Group (17 persons)

Former director and officer.

Total does not include the following number of shares deferred by each of our directors, as to which no voting or investment power currently exists: Hoffman (3,211), Matschullat (2,880), Cranston (9,100), Kelly (5,126) and Webb (9,100).

Name and Address of

Beneficial Owner

Amount and Nature of

Beneficial Ownership⁽¹⁾

Percent of Class

(%)

BlackRock Inc.
55 East 52^nd Street
New York, NY 10055

The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 19355

BlackRock

Vanguard

Lynne Biggar

Executive Vice President and Chief Marketing and Communications Officer

Age: 55

•  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

•  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 MBA from Columbia University

Ryan McInerney

President

Age: 42

•  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 support services, innovation and strategic partnerships, and global product solutions

•  Served as CEO 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

Executive Vice
President and Chief
Financial Officer

Age: 57

•  Joined Visa in February 2015

•  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, PepsiCola International

•  Started his career at Booz, Allen & Hamilton, the management consulting firm, where he rose to become a Partner serving Media and Consumer companies

•  Member of the Board of Directors of Mattel, Inc.

•  Received his M.B.A. from the University of Chicago and a B.S. in Engineering from the Indian Institute of Technology

Ellen Richey

Vice Chairman and

Chief Risk Officer

Age: 68

•  Joined Visa in 2007

•  Leads risk management at Visa, including enterprise risk, settlement risk and risks to the integrity of the broader payments ecosystem

•  Coordinates the company’s strategic policy initiatives and works with legislators, regulators and clients globally regarding payment system security and other issues of strategic importance to Visa

•  Leads crisis management at the executive level

•  Before assuming her current role in February 2017, Richey served as Vice Chairman, Risk and Public Policy from September 2014, and prior to that concurrently served as chief legal officer and chief enterprise risk officer and led the legal and compliance functions in addition to her risk management responsibilities

•  Former senior vice president of enterprise risk management and executive vice president of card services at Washington Mutual Inc.

•  Served as vice chairman of Providian Financial Corporation, where she had responsibility for the enterprise risk management, legal, corporate governance, government relations, corporate relations, compliance and audit functions

•  Former partner in the San Francisco law firm Farella, Braun & Martel, where she specialized in corporate, real estate and financial institution matters

•  Received a B.A. in Linguistics and Far Eastern Languages from Harvard University and a J.D. from Stanford Law School, and served as a law clerk for Associate Justice Lewis F. Powell, Jr. of the United States Supreme Court

William M. Sheedy

Executive Vice President, Corporate Strategy, M&A,

and Government Relations

Age: 50

•  Joined Visa in 1993

•  Responsible for charting the Company’s strategic direction and driving growth; expanding the Company’s relationships with governments and regulators globally; and leading critical initiatives and transactions with clients and partners around the world

•  Former Group President, Americas, and oversaw Visa’s business in North America, Central America, South America and the Caribbean, across nearly 50 countries; was responsible for issuer, merchant, acquirer and third-party processor relationships and led efforts to expand card issuance, merchant acceptance and usage of Visa-branded products and services across the Americas; also had responsibility for Visa’s core credit, debit, prepaid, commercial / small business, co-brand, CyberSource and merchant acceptance businesses

•  Served as President of the company’s North America region

•  Played a leadership role in managing Visa’s corporate restructuring that merged multiple regional Visa groups into a single global company, culminating in Visa’s successful initial public offering in 2008

•  Managed Visa’s U.S. pricing and economics strategies

•  Holds a B.S. from West Virginia University and an MBA from the University of Notre Dame

Rajat Taneja

Executive Vice President, Technology and Operations

Age: 53

•  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 MBA from Washington State University

•  Currently on the Board of Directors for Ellie Mae, Inc.

Kelly Mahon Tullier

Executive Vice President, General Counsel and Corporate Secretary

Age: 51

•  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

  Alfred F. Kelly, Jr.

Chief Executive Officer⁽¹⁾

  Vasant M. Prabhu

Executive Vice President and Chief Financial Officer

  Ryan McInerney

President

  Rajat Taneja

Executive Vice President, Technology and Operations

  Kelly Mahon Tullier

Executive Vice President, General Counsel and Corporate Secretary

  Charles W. Scharf

Former Chief Executive Officer⁽²⁾

Mr. Kelly became Chief Executive Officer as of December 1, 2016.

Mr. Scharf resigned from his employment with the Company effective as of December 1, 2016.

Fiscal Year

2017

Fiscal Year

2016

Change

(%)⁽²⁾

  Net Revenue Growth, as reported

22%⁽²⁾

9%⁽²⁾

n/a

  Net Income, as reported (in millions, except percentage)

$

6,699

$

5,991

12%

  Net Income, as adjusted⁽¹⁾ (in millions, except percentage)

$

8,335

$

6,862

21%

  Diluted Earnings Per Share, as reported

$

2.80

$

2.48

13%

  Diluted Earnings Per Share, as adjusted⁽¹⁾

$

3.48

$

2.84

22%

Adjusted net income and adjusted diluted earnings per share in fiscal 2017 and 2016 reflect results as reported in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP), adjusted to exclude the impact of certain significant items that we do not believe are indicative of our operating performance, as they were either non-recurring or had no cash impact. For supplemental financial data and corresponding reconciliation to U.S. GAAP see Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended September 30, 2017 filed with the SEC on November 17, 2017. Non-GAAP adjusted measures should be viewed in addition to, and not as an alternative for, financial results prepared in accordance with U.S. GAAP. When making its determination of the net revenue, net income, and earnings per share metrics, which were used as goals for the annual incentive plan and for performance share awards, the Compensation Committee further adjusted as reported results for the items described under the heading Compensation Discussion and Analysis – Corporate Performance Measures and Results for Fiscal Year 2017 and Compensation Discussion and Analysis – Long-Term Incentive Awards Granted in Fiscal Year 2017.

Calculated based on unrounded numbers.

For fiscal year 2017, 92% of our Chief Executive Officer’s target compensation was performance-based and 89% of the average of our other named executive officers’ target compensation was performance-based.

Each named executive officer’s performance-based compensation includes an annual cash incentive award and long-term performance shares. For the annual cash incentive, the target award is established at the beginning of the fiscal year and the actual award is adjusted based on performance against pre-established goals. Performance shares provide the opportunity for shares to be earned at the end of a three-year performance period if pre-established financial goals are met. We also grant time-based stock options and restricted stock units, which provide value based on the Company’s stock price performance.

For fiscal year 2017, Net Income Growth and Net Revenue Growth were the key metrics for our annual cash incentive awards. These metrics were adjusted (in accordance with terms approved at the beginning of fiscal year 2017) when determining the annual cash incentive awards as described under the heading Compensation Discussion and Analysis – Corporate Performance Measures and Results for Fiscal Year 2017. In this proxy statement, we refer to these metrics as Net Income Growth – VIP adjusted and Net Revenue Growth – VIP adjusted. Actual performance for each metric significantly exceeded target for fiscal year 2017. Accordingly, the Compensation Committee approved the corporate performance portion of the annual incentive award paying out at 185% of target.

Earnings Per Share (EPS) and relative Total Shareholder Return (TSR), were established as performance metrics for our performance share awards. The final number of shares earned pursuant to a performance share award is determined based on the average EPS result over the three separate years applicable to the particular performance share award and the relative TSR for the three-year period. As described under the heading Compensation Discussion and Analysis – Long-Term Incentive Awards Granted in Fiscal Year 2017, and in accordance with terms approved at the beginning of fiscal year 2017, the Compensation Committee adjusted the fiscal year 2017 EPS when determining applicable performance share results. In this proxy statement, we refer to this metric as EPS – PS adjusted. Our fiscal year 2017 EPS – PS adjusted, was above target, resulting in a performance factor of 176.4% for the relevant portion of the award.

The performance shares previously awarded on November 19, 2014 completed their three-year performance period following the 2017 fiscal year-end. Performance shares earned pursuant to this award were based on EPS – PS adjusted, for fiscal years 2015, 2016 and 2017 and three-year relative TSR (measured against the S&P 500). As described under the heading Compensation Discussion and Analysis – Determination of Shares Earned for Performance Shares Previously Awarded on November 19, 2014 both metrics were above target and the performance shares earned equated to 175.8% of the target share award.

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 named executive officers varies based on corporate and individual performance measured against annual and long-term goals.

Pay for Performance: A significant portion of each named executive officer’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 2017 Annual Meeting of Stockholders, more than 96% of the votes cast on the Say-on-Pay proposal were in favor of the fiscal year 2016 compensation of our named executive officers. Similarly, at our 2016 Annual Meeting of Stockholders, more than 97% of the votes cast on the Say-on-Pay proposal were in favor of the fiscal year 2015 compensation of our named executive officers.

Clawback Policy: Our Clawback Policy allows the Board to recoup any excess incentive compensation paid to our executive officers if the financial results on which the awards were based are materially restated due to fraud, intentional misconduct or gross negligence of the executive officer.

Short-Term and Long-Term Incentives/Measures: Our annual and long-term plans provide a balance of incentives and include different measures of performance.

Independent Compensation Consultant: The Compensation Committee engages an independent compensation consultant, who provides no other service 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 and Related Tax Gross-Ups: We provide limited perquisites 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 or in the offer letters for our President and Chief Financial Officer.

Double-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.

Mitigate Inappropriate Risk Taking: In addition to our clawback policy, stock ownership guidelines and prohibition of hedging and pledging, we structure our compensation programs so that they minimize inappropriate risk taking by our executive officers and other employees, including using multiple performance metrics and multi-year performance periods and capping our annual incentive plan and performance share awards.

Gross-ups 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 made in connection with a change of control.

Reprice 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.

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.

Annual Incentive Plan: Individual and Corporate Performance

●  A significant portion of our executive officers’ individual performance goals are tied to one or more of our strategic pillars (as explained further in this proxy statement under Individual Performance Goals and Results for Fiscal Year 2017)

●  We link a substantial portion of compensation to corporate performance through use of annual cash incentives determined by Net Income Growth and Net Revenue Growth

Aligns executive officers’ interests with stockholders’ interests by:

●  rewarding individual performance for achievement of strategic goals (designed to position the Company competitively)

●  promoting strong annual net income and revenue growth

Long-Term Equity Grants: Individual and Corporate Performance

●  We consider individual performance (which is tied to the strategic pillars), in setting the value of our executive officers’ long-term equity grant

●  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

Further aligns executive officers’ interests with long-term stockholders’ interests by:

●  taking individual performance (which is tied to strategic pillars) into account in making grants

●  linking a substantial portion of long-term compensation to long-term corporate performance and operational efficiency

●   Compensation Committee begins review of our compensation program, including determining if our compensation levels are competitive with our peer companies and if any changes should be made to the program for the next fiscal year.

●   Compensation Committee determines the principal components of compensation for the named executive officers and the individual performance goals of the Chief Executive Officer and sets the performance goals for each corporate performance-based compensation component.

●   Chief Executive Officer sets individual performance goals for each of the other named executive officers, which are reviewed by the Compensation Committee. The individual performance goals are designed to drive our corporate goals and strategic pillars.

●   Compensation Committee meets regularly throughout the year, with management and in executive session, and reviews the Company’s performance to date against the corporate performance goals.

●   Compensation Committee conducts a multi-part review of each named executive officer and the Company’s performance for the preceding fiscal year measured against the pre-established performance goals and makes annual compensation determinations. The Compensation Committee’s objective is to ensure that the level of compensation approved is consistent with the level of corporate and individual performance delivered.

●   As part of the annual compensation review process, our Chief Executive Officer reviews the performance of each named executive officer (other than his own performance, which is reviewed by the Compensation Committee) relative to the individual annual performance goals established for the fiscal year. Our Chief Executive Officer then presents his compensation recommendations to the Compensation Committee based on his review.

●   Compensation Committee exercises discretion in modifying any compensation recommendations relating to named executive officers that were made by our Chief Executive Officer and approves all compensation decisions for our named executive officers.

●   For his own performance review, the Chief Executive Officer prepares a self-assessment, which is presented to and discussed by the Compensation Committee and the independent directors. When making compensation decisions for our Chief Executive Officer and other named executive officers, the Compensation Committee considers the views of the independent directors.

Direct business competitors plus any companies listed as peers by a majority of these companies that would be considered “peers of peers.”

Related-industry competitors who are S&P 500 companies (a) classified as financial services or technology, excluding hardware and manufacturing, (b) with a 12-month average market-cap value between 1/4^th and 4x Visa’s average market-cap, and (c) with revenues of less than $100 billion.

Strategic competitors who are S&P 500 companies recommended by management and approved by the Compensation Committee that have respected global brands, fit the above size criteria, and are frequent competitors for executive talent.

  – American Express Company

  – Discover Financial Services

  – MasterCard Incorporated

  – PayPal Holdings, Inc.

– Bank of America Corporation

– BlackRock, Inc.

– Capital One Financial Corporation

– Citigroup Inc.

– JPMorgan Chase & Co.

– Morgan Stanley

– The Bank of New York Mellon Corporation

– The Goldman Sachs Group, Inc.

– The PNC Financial Services Group, Inc.

– U.S. Bancorp

– Wells Fargo & Company

– Accenture plc

– Facebook, Inc.

– Alphabet Inc.

– IBM Corporation

– Microsoft Corporation

– Oracle Corporation

– salesforce.com, inc.

  Compensation

  Component

    Type of Pay     

Key Characteristics

Purpose

Annual Cash Compensation

Annual incentive Awards

Performance-

Based

Focuses NEOs on our results by rewarding corporate and individual performance and achievement of strategic goals.

Aligns NEO’s interests with stockholders by promoting strong annual income and revenue growth results.

Long-term Incentive Awards

Performance-

Based

Long-term equity awards (excluding performance shares) vest in increments over a three-year period.

Performance shares have a three-year performance period and vest at the end of the three-year period.

Aligns each NEO’s interests with long- term stockholder interests by linking a substantial portion of each NEO’s compensation to long-term corporate performance and operational efficiency.

Retains NEOs through multi-year vesting of equity grants and performance periods, as applicable Provides opportunities for wealth creation and stock ownership, which attract and motivate our NEOs and promotes retention.