Visa (V) DEF 14ADefinitive proxy

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
_______________

VISA INC.

Shareholder Letter

John F. Lundgren Board Chair		Ryan McInerney Chief Executive Officer and Director

Dear Fellow Shareholder,

Building the right Board that leads with independent and diverse perspectives

Over the last several years, our Board has deliberately refreshed its composition to create a Board with an appropriate mix of skills, experiences, and perspectives to oversee our company as the industry, ecosystem, and our strategy continue to evolve. We have thoughtfully added new directors who bring impressive expertise across e-commerce, marketing, and cybersecurity, with a focus on building a Board that is diverse in its composition and is accountable to Visa’s various stakeholders.

Advancing our purpose, strategy, and values

We are excited about our programs, policies, and reporting in place across initiatives most impactful to our shareholders and our long-term business success. Last year, we achieved our goals to empower people, communities, and economies, including through our work to digitally enable over 60 million small and micro businesses. We also continue to prioritize cybersecurity and ecosystem security, furthering our goal to be the best and most trusted way to pay and be paid. Our ongoing efforts to invest in our talented, engaged, and diverse global workforce reflect ambitious goals as we strive to be a force for good by operating responsibly and ethically.

Thank you for your support and for your consideration of the important matters covered in this year’s proxy statement. We, along with the rest of the Board and management team, look forward to your continued engagement as we work to connect the world and enable individuals, businesses, and economies to thrive.

John F. Lundgren Board Chair		Ryan McInerney Chief Executive Officer and Director

Notice of 2025 Annual Meeting of Shareholders

Time Tuesday, January 28, 2025 8:30 a.m. Pacific Time (Log-in begins at 8:15 a.m.)			Voting Holders of our Class A common stock will be entitled to vote on all proposals. On or about December 9, 2024, we released the proxy materials to shareholders and sent to shareholders of our Class A common stock (other than those shareholders 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 2024 Annual Report, and how to vote through the Internet or by telephone.
Location Virtual live webcast at: virtualshareholdermeeting.com/V2025				By Mail. Complete, sign, and date each proxy card or voting instruction form received and return it in the prepaid envelope.			Via the Internet. Instructions are shown on your Notice of Internet Availability.
				By Telephone. Instructions are shown on your proxy card or voting instruction form.			At the Annual Meeting. Instructions will be provided on the meeting website during the Annual Meeting.
Record Date December 2, 2024

Items of Business		Board Recommendation
1	Elect the eleven director nominees named in this proxy statement.		FOR	p. 10	To participate in the virtual meeting, including to submit questions, you will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, proxy card, or voting instruction form. Please refer to the “Attending the Meeting” section of the proxy statement for more details about attending the Annual Meeting online. Your vote is very important. By Order of the Board of Directors, Kelly Mahon Tullier Vice Chair, Chief People and Corporate Affairs Officer, and Corporate Secretary San Francisco, California December 9, 2024
2	Approve, on an advisory basis, the compensation paid to our named executive officers.		FOR	p. 54
3	Ratify the appointment of KPMG LLP as our independent registered public accounting firm for fiscal year 2025.		FOR	p. 100
4-7	Shareholder proposals, each if properly presented at the Annual Meeting.		AGAINST	p. 103
Transact such other business as may properly come before the Annual Meeting and any adjournment or postponement thereof.

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Table of Contents

About Visa

Visa is one of the world’s leaders in digital payments. Our purpose is to uplift everyone, everywhere by being the best way to pay and be paid. We facilitate global commerce and money movement across more than 200 countries and territories among a global set of consumers, merchants, financial institutions, and government entities through innovative technologies.

Since Visa’s early days in 1958, we have been in the business of facilitating payments between consumers and businesses. We are focused on extending, enhancing, and investing in our proprietary advanced transaction processing network, VisaNet, to offer a single connection point for facilitating payment transactions to multiple endpoints through cards and other form factors. As a network of networks enabling global movement of money through all available networks, we are working to provide payment solutions and services for everyone, everywhere.

Visa at a Glance

San Francisco Bay Area Headquarters	1958 Founded	NYSE Listed (V)	135 Global offices and data centers
200+ countries and territories	~31,600 Employees	303B total transactions(1)	4.6B payment credentials(2)

Fiscal Year 2024 Performance Highlights

4

Our Strategy

Visa is executing on our long-term strategy to accelerate revenue growth in consumer payments, new flows, and value-added services, and to fortify the key foundations of our business model.

Accelerate Growth

Consumer Payments Strengthen Core	New Flows Expand Volumes and Transactions	Value-Added Services Drive Incremental Revenue
Grow both sides of the network through the expansion of credentials and acceptance points, and deepen engagement with consumers through key enablers.	Drive digitization and improve the payments and money movement experience across all payment flows, beyond consumer to business, through our network of networks.	Diversify our revenue with products and solutions that help our clients and partners optimize their performance, differentiate their offerings, and create better experiences for their customers.

Fortify Key Foundations

Network of networks	Technology platforms	Security	Brand	Talent
The key component of our network of networks strategy is interoperability. We are opening up our network and increasingly using other networks to reach accounts we could not otherwise reach and enabling new types of money movement.	Visa’s leading technology platforms comprise software, hardware, data centers, and a large telecommunications infrastructure.	Our in-depth, multi-layer security approach includes a formal program to devalue sensitive and/or personal data through various cryptographic means; embedded security in the software development lifecycle; identity and access management controls to protect against unauthorized access; and advanced cyber detection and response capabilities.	Visa’s strong brand helps deliver added value to our clients and their customers, financial institutions, merchants, and partners through compelling brand expressions, a wide range of products and services, as well as innovative brand and marketing efforts.	Visa strives to be the premier destination for talent in the payments industry. We aim to create a culture that prioritizes impact, growth, and inclusivity. For more information on talent and human capital management, see page 39.

Proxy Voting Roadmap
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.

PROPOSAL 1
	Election of Directors The Board recommends a vote FOR each director nominee.	See page 10

Key Governance Principles and Practices
We are committed to corporate governance practices that promote long-term value and strengthen Board and management accountability to our shareholders, clients, and other stakeholders.

Nominee Demographics

Age		Diversity		Independence
Tenure

6

Director Nominees

	Lloyd A. Carney, 62 Founder, Chairman & CEO, Carney Global Ventures, LLC Tenure: 9 years Committees: ARC, NCGC Other Public Boards: 2			Kermit R. Crawford, 65 Director Tenure: 2 years Committees: ARC, NCGC Other Public Boards: 2			Francisco Javier Fernández-Carbajal, 69 Director General, Servicios Administrativos Contry SA de CV Tenure: 17 years Committees: CC, FC Other Public Boards: 2
	Ramon Laguarta, 61 Chairman and CEO, PepsiCo, Inc. Tenure: 5 years Committees: FC, NCGC Other Public Boards: 1			Teri L. List, 61 Director Tenure: 2 years Committees: ARC, CC Other Public Boards: 3			John F. Lundgren, 73 Board Chair Tenure: 7 years Committees: CC, NCGC Other Public Boards: 1
	Ryan McInerney, 49 Non-Independent CEO, Visa Tenure: 1 year Committees: - Other Public Boards: -			Denise M. Morrison, 70 Founder, Denise Morrison & Associates, LLC Tenure: 6 years Committees: ARC, CC Other Public Boards: 2			Pamela Murphy, 51 Director Tenure: 1 year Committees: FC, NCGC Other Public Boards: 1
	Linda J. Rendle, 46 CEO, The Clorox Company Tenure: 4 years Committees: FC, NCGC Other Public Boards: 1			Maynard G. Webb, Jr., 69 Founder, Webb Investment Network Tenure: 11 years Committees: CC, FC Other Public Boards: 1

Committee Key:

ARC

Audit and Risk Committee

CC

Compensation Committee

FC

Finance Committee

NCGC

Nominating and Corporate Governance Committee

Chair

Independent

PROPOSAL 2
	Approval, on an Advisory Basis, of Compensation Paid to our Named Executive Officers The Board recommends a vote FOR this proposal.	See page 54

Principles of our Compensation Program

2024 CEO Target Compensation Mix

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PROPOSAL 3
	Ratification of the Appointment of our Independent Registered Public Accounting Firm The Board recommends a vote FOR this proposal.	See page 100

KPMG Appointment

PROPOSAL 4-7
	Shareholder Proposals The Board recommends a vote AGAINST these proposals.	See page 103
●Proposal 4: Shareholder proposal on gender-based compensation gaps and associated risks. ●Proposal 5: Shareholder proposal requesting a report on policy on merchant category codes. ●Proposal 6: Shareholder proposal requesting adoption of a new director election resignation governance guideline. ●Proposal 7: Shareholder proposal on transparency in lobbying.

Board and Governance Matters

PROPOSAL 1
	Election of Directors The Board recommends a vote "FOR" each director nominee.

Current Board members. Seated left to right: Ramon Laguarta, Francisco Javier Fernández-Carbajal, and Lloyd A. Carney. Standing left to right: Maynard G. Webb, Jr., Pamela Murphy, Kermit R. Crawford, John F. Lundgren, Teri L. List, Ryan McInerney, Linda J. Rendle, and Denise M. Morrison.

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Our Board of Directors

Qualifications and Background of Board Nominees

Qualifications

Payments Seasoned payments expert with a nuanced understanding of the sector.

Technology Leader in a technology-oriented role or company.

Senior Leadership Notable experience serving as a senior leader within a business.

Public Company Boards Extensive experience serving on the board of a public company.

Financial Deep understanding of the financial side of the business.

Global Markets Has maintained a global presence having operated worldwide.

Marketing/Brand Strategic experience with marketing and branding of a business.

Risk Tenured professional with deep expertise in multiple areas of risk.

Government/Geo-Political Brings notable exposure navigating a regulatory environment.

E-Commerce/Mobile Leader in digital channel and e-commerce delivery.

Background

Gender Diversity

African-American/Black

Latino/Spanish Heritage

Independence

91% of director nominees are independent.

Tenure

Years on Board

9

2

17

5

2

7

1

6

1

4

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Board Composition and Refreshment
In addition to executive and management succession, the Nominating and Corporate Governance Committee regularly oversees and plans for director succession and refreshment of the Board to cultivate a mix of skills, experience, tenure, and diversity that promotes and supports the Company’s long-term strategy. In doing so, the Nominating and Corporate Governance Committee takes into consideration the overall needs, composition, and size of the Board, as well as the criteria adopted by the Board regarding director candidate qualifications, which are described in the section entitled Assess Candidates Against Skills and Qualifications Needed on Board. Individuals identified by the Nominating and Corporate Governance Committee as qualified to become directors are then recommended to the Board for nomination or election.

Process for Nomination of Director Candidates
As part of its assessment, the Nominating and Corporate Governance Committee considers directors’ and candidates’ independence, as well as directors’ and candidates’ other time commitments and experience. After an in-depth review of the candidates, the Nominating and Corporate Governance Committee recommends candidates to the Board in accordance with its charter, our Certificate of Incorporation and Bylaws, our Corporate Governance Guidelines, and the criteria adopted by the Board regarding director candidate qualifications. After careful review and consideration, the Board nominates candidates for election, or reelection, at our annual meeting of shareholders. The Board may appoint a director to the Board during the year to serve until the next meeting of shareholders.

Board Refreshment Timeline

Corporate Governance
Members of our Board oversee our business through discussions with our Chief Executive Officer; Chief Financial Officer; Vice Chair, Chief People and Corporate Affairs Officer, and Corporate Secretary; General Counsel; Chief Risk and Client Services Officer; President, Technology; Chief Information Security Officer; and other officers and employees, and by reviewing materials provided to them and participating in regular meetings of the Board and its committees.

The Board regularly monitors our corporate governance policies and profile to confirm we meet or exceed the requirements of applicable laws, regulations and rules, and the listing standards of the NYSE. We have instituted a variety of practices to foster and maintain responsible corporate governance, which are described in this section. To learn more about Visa’s corporate governance and to view our Corporate Governance Guidelines, Code of Business Conduct and Ethics, and the charters of each of the Board’s committees, please visit the Investor Relations page of our website at investor.visa.com under “Corporate Governance.”

Board Structure and Operations

Mr. Lundgren, as independent Board Chair, has all the duties of the Board Chair, as well as the duties of the Lead Independent Director to the extent applicable, including:
Mr. Lundgren Independent Board Chair Elected as of January 2024		●chairing Board meetings; ●providing feedback to the Chief Executive Officer on corporate and Board policies and strategies and acting as a liaison between the Board and the Chief Executive Officer; ●facilitating communication among directors and between the Board and management; ●advising on the agenda, schedule, and materials for Board meetings and strategic planning sessions based on input from directors; ●coordinating with the Chair of the Compensation Committee to support the independent directors’ evaluation of Chief Executive Officer performance and compensation; ●communicating with shareholders and other stakeholders; and ●carrying out such other duties as are requested by the Board or any of its committees from time to time.

In addition, independent directors chair each of the Board’s four standing committees: the Audit and Risk Committee, chaired by Lloyd A. Carney; the Compensation Committee, chaired by Denise M. Morrison; the Finance Committee, chaired by Maynard G. Webb, Jr.; and the Nominating and Corporate Governance Committee, chaired by John F. Lundgren. In their capacities as independent committee chairs, Mr. Carney, Mr. Lundgren, Ms. Morrison, and Mr. Webb each have responsibilities that contribute to the Board’s independent oversight of management, as well as facilitating communication among the Board and management.

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Audit and Risk Committee

“In light of the challenges of 2024, including ongoing geopolitical tensions, we continued our focus on Visa’s operational resiliency and key risks, such as competition, credit settlement, data security, cybersecurity, ecosystem, acquired entities, fraud prevention, regulatory compliance, legal, and third-party risks.” – Lloyd A. Carney, Audit and Risk Committee Chair

Committee members: Lloyd A. Carney,* Chair Kermit R. Crawford Teri L. List* Denise M. Morrison* *Audit Committee Financial Expert Number of meetings in fiscal year 2024: 7

Compensation Committee

“Following a year of leadership changes, in 2024 we maintained continuity in our compensation principles and design, and we set rigorous performance goals to drive results consistent with Visa’s corporate strategy. These compensation decisions reflect the Compensation Committee’s view that Visa’s executive officers demonstrate the ability to lead the Company and deliver results for shareholders in an increasingly complex business landscape.” – Denise M. Morrison, Compensation Committee Chair

Committee members: Francisco Javier Fernández-Carbajal Teri L. List John F. Lundgren Denise M. Morrison, Chair Maynard G. Webb, Jr. Number of meetings in fiscal year 2024: 6

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Finance Committee

“We took a holistic view of Visa’s M&A activity, emphasizing priority areas and long-term strategic goals, as well as evaluating the integration efforts and the performance of prior acquisitions. We also assessed how to best optimize Visa’s capital structure.” – Maynard G. Webb, Jr., Finance Committee Chair

Committee members: Francisco Javier Fernández-Carbajal Ramon Laguarta Pamela Murphy Linda J. Rendle Maynard G. Webb, Jr., Chair Number of meetings in fiscal year 2024: 5

Nominating and Corporate Governance Committee

“Thinking about Visa’s strategy and path ahead, we assessed how to best optimize the board structure for independent oversight, which skills and characteristics are crucial for the Board, and the rotation of committee positions to best utilize the unique skills and experiences of each director.” – John F. Lundgren, Chair

Committee members: Lloyd A. Carney Kermit R. Crawford Ramon Laguarta John F. Lundgren, Chair Pamela Murphy Linda J. Rendle Number of meetings in fiscal year 2024: 5

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Director Engagement

Attendance at Board, Committee, and Annual Shareholder Meetings
Our Board and its committees meet throughout the year on a set schedule, hold special meetings as needed, and act by written consent from time to time. The Board met six times during fiscal year 2024. No director attended fewer than 75% or more of the aggregate of: (i) the total number of meetings of the Board held during the period in fiscal year 2024 for which he or she served as a director, and (ii) the total number of meetings held by all committees of the Board on which such director served as a member during the period in fiscal year 2024. The total number of meetings held by each committee is listed above, under Committees of the Board of Directors. It is our policy that all members of the Board should endeavor to attend the annual meeting of shareholders. All eleven of our directors attended the 2024 Annual Meeting of Shareholders.

Executive Sessions of the Board of Directors
The non-employee, independent members of our Board and all committees of the Board generally meet in executive session without management present during their Board and committee meetings. John F. Lundgren, our Board Chair, presides over executive sessions of the Board, and the committee chairs, each of whom is independent, preside over executive sessions of the committees.

Orientation for New Directors
Following appointment to the Board, we provide a new director orientation session to facilitate a seamless onboarding experience and to educate the new director about our business, strategy, risks, and key policies, as well as legal, compliance, and regulatory matters. The onboarding process includes a combination of written materials, presentations, and meetings with members of the Board and management, resulting in a highly interactive process.

Continuing Education for Directors
In addition to regular meetings of the Board and its committees, we periodically offer educational sessions throughout the year for all directors on a variety of topics specific to Visa and our industry. These educational sessions have included topics such as new and emerging technologies, deep-dives on specific business lines, new products, industry developments, financial matters, and geo-political risks, among others.

From time to time, external experts and facilitators may be invited to attend Board or committee meetings to discuss various leading practices or issues germane to the Company, its industry, or public companies. Such experts bring an array of experience and perspectives and can foster dialogue among Board members on topics relevant to the Company or its industry.

The Company also periodically provides directors with a list of director education programs. These programs are offered at various times during the year by reputable organizations and at various facilities and locations and cover a range of important issues facing directors of public companies. The Company provides cost reimbursement for such programs in accordance with our guidelines.

Board of Directors and Committee Evaluations
Our Board recognizes that a robust and constructive Board and committee evaluation process is an essential component of Board effectiveness. As such, our Board and each of its committees conduct an annual evaluation facilitated by an independent third party, which includes a qualitative assessment by each director of the performance of the Board and the committee or committees on which the director sits. The Board also conducts an annual peer review, which is designed to assess individual director performance. The Nominating and Corporate Governance Committee, in conjunction with the Board Chair, oversees the evaluation process.

Board Oversight Role

Board’s Role in Long-Term Strategic Planning
The Board takes an active role with management to formulate and review Visa’s long-term corporate strategy. Each quarter, the Board and management confer on the execution of our long-term strategic plans, and the status of key initiatives, opportunities, and risks facing Visa. In addition, the Board regularly conducts in-depth long-term strategic reviews with our senior management team. During these reviews, the Board and management discuss the payments landscape, emerging technological and competitive opportunities and threats, and short- and long-term plans and priorities within our strategy.

Additionally, the Board annually discusses and approves budget and capital requests, which are firmly linked to Visa’s long-term strategic plans and priorities. Through these processes, the Board brings its collective, independent judgment to bear on the most critical long-term strategic issues facing Visa. For more information on our long-term strategy and the progress we made against our strategic goals in fiscal year 2024, please see our 2024 Annual Report, including the letter from our Chief Executive Officer, Ryan McInerney, to our shareholders.

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Board’s Role in Risk Oversight
Our Board recognizes the importance of effective risk oversight in running a successful business and in fulfilling its fiduciary responsibilities to Visa and its shareholders. While the Chief Executive Officer; Chief Risk and Client Services Officer; General Counsel; Chief Financial Officer; Vice Chair, Chief People and Corporate Affairs Officer; President, Technology; Chief Information Security Officer; and other members of our senior leadership team are responsible for the day-to-day management of risk, our Board is responsible for promoting an appropriate culture of risk management within the Company and for setting the right “tone at the top,” overseeing our aggregate risk profile, and monitoring how the Company addresses specific risks, such as strategic and competitive risks, financial risks, brand and reputation risks, cybersecurity and technology risks, ecosystem risks, legal and compliance risks, regulatory risks, and operational risks.

Board Oversight of Cybersecurity Risk
We are one of the world’s leaders in digital payments, and we facilitate global commerce and money movement across more than 200 countries and territories among a global set of consumers, merchants, financial institutions, and government entities through innovative technologies. As a result, we recognize that the cyber threat landscape continues to evolve, and we are committed to championing cybersecurity within our operations.

Visa’s Board exercises oversight and control of Visa’s overall enterprise risk management framework and delegates oversight and control of Visa’s cybersecurity program to the Audit and Risk Committee, which is responsible for ensuring that management has risk-based processes in place designed to assess, identify, and manage cybersecurity risks to which Visa is exposed. Our Chief Information Security Officer provides an update on Visa’s cybersecurity program to the Audit and Risk Committee twice per year and to the full Board annually. The updates to the Audit and Risk Committee and the full Board of Directors provide an overview of our cybersecurity performance, progress against goals, cybersecurity threat landscape, and other relevant developments. More information on our cybersecurity program is available in our 2023 CRS report available at visa.com/crs and Item 1C–Cybersecurity in our 2024 Annual Report on Form 10-K filed with the SEC on November 13, 2024.

Board Oversight of Compensation Programs
The Compensation Committee annually considers potential risks to the Company when reviewing and approving our compensation program. We have designed our compensation program, including our incentive compensation plans, with specific features to address potential risks while rewarding employees for achieving long-term financial and strategic objectives through prudent business judgment and appropriate risk-taking. The following elements have been incorporated in our compensation program for executive officers:

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Board Oversight of Talent and Human Capital Management
The tone and culture of Visa is set at the Board level. The full Board has oversight of human capital management and performs regular reviews, including annual reviews of succession planning for our Chief Executive Officer. Our Board committees have responsibility for specific areas of human capital management. The Nominating and Corporate Governance Committee is responsible for director succession and refreshment, as well as management succession and development planning. Our Compensation Committee is responsible for reviewing Visa’s programs and practices related to executive workforce inclusion and diversity as well as the administration of compensation programs in a non-discriminatory manner. The Compensation Committee also oversees the administration of broad-based annual incentive, equity incentive, and benefit plans. Management is responsible for developing policies and processes that reflect and reinforce our desired corporate culture, including policies and processes related to strategy, risk management, and ethics and compliance.

Board Oversight of Corporate Responsibility and Sustainability
We believe in the importance of strong layers of governance to promote proper guidance and oversight across our approach to CRS matters, which includes environmental, social, and corporate governance issues most important to our stakeholders. At the Board level, the Nominating and Corporate Governance Committee has formal responsibility to oversee and review policies and procedures related to environmental, social, and corporate governance issues, including the following:

These responsibilities are incorporated into the charter for the Nominating and Corporate Governance Committee, which is available on the Investor Relations page of our website at investor.visa.com under “Corporate Governance – Committee Composition.”

Management Development and Succession Planning
Our Board believes that one of its primary responsibilities is to oversee the development and retention of executive talent so that an appropriate succession plan is in place for our Chief Executive Officer and other members of senior management. Each quarter, the Nominating and Corporate Governance Committee meets with our Vice Chair, Chief People and Corporate Affairs Officer and other executives to discuss management succession and development planning and to address potential vacancies in senior leadership. In addition, the full Board annually reviews succession planning for our Chief Executive Officer.

Shareholder Engagement and Board Communications
Our Board and management team greatly value the opinions and feedback of our shareholders. We have proactive, ongoing engagement with our shareholders throughout the year focused on corporate governance, corporate responsibility and sustainability, and executive compensation, in addition to the ongoing dialogue among our shareholders and our Chief Executive Officer, Chief Financial Officer, and Investor Relations team on Visa’s financial and strategic performance. Our Board Chair also met with investors to discuss corporate governance, corporate responsibility, and executive compensation matters.

	►				Prior to Annual Meeting ●We reach out to our top 75 investors to discuss corporate governance, sustainability, human capital management, and executive compensation matters, and solicit feedback. ●Our Board is provided with our shareholders’ feedback for consideration. ●Board and management discuss feedback and whether action should be taken. ●Disclosure enhancements are considered. ●We review proposals and solicit support for Board recommendations on management and shareholder proposals.
		▼
					Annual Meeting of Shareholders Our shareholders vote on election of directors, executive compensation, ratification of our auditors, and other management and shareholder proposals.
		▼
					Post Annual Meeting ●Our Board and management review the vote results from our annual meeting. ●Board and management discuss vote results and whether action should be taken. ●Board and management discuss feedback and whether action should be taken. ●We start preparing our agenda for our next year of engagement.

Topics Covered During Engagement ●our current Board leadership structure; ●human capital management, including talent recruitment, retention, and inclusion and diversity; ●updates and progress on legal and regulatory matters; ●Class B common stock exchange program; ●social impact and financial inclusion programs; ●operational environmental sustainability, climate strategy, goals and progress, and climate tech solutions; ●Board composition, skills, and diversity; ●Board risk oversight, including cybersecurity, data privacy, artificial intelligence (AI), human rights, and brand and reputation; and ●our executive compensation program and philosophy. A summary of the feedback we received was discussed and considered by the Board and applicable committees, and enhancements have been made to certain of our disclosures to improve transparency.

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Communicating with the Board of Directors
Our Board has adopted a process by which shareholders or other interested persons may communicate with the Board or any of its members. Shareholders and other interested parties may send communications in writing to any or all directors (including the Board Chair or the non-employee directors as a group) electronically to board@visa.com or by mail c/o our Corporate Secretary, Visa Inc., P.O. Box 193243, San Francisco, CA 94119. Communications that meet the procedural and substantive requirements of the process approved by the Board will be delivered to the specified member of the Board, non-employee directors as a group, or all members of the Board, as applicable, on a periodic basis, which generally will be in advance of or at each regularly scheduled meeting of the Board. Communications of a more urgent nature will be referred to the Corporate Secretary, who will determine whether it should be delivered more promptly. Additional information regarding the procedural and substantive requirements for communicating with our Board may be found on our website at investor.visa.com, under “Corporate Governance – Contact the Board.”

All communications involving accounting, internal controls, and auditing matters, possible violations of, or noncompliance with, applicable legal and regulatory requirements or the Code of Business Conduct and Ethics, or retaliatory acts against anyone who makes such a complaint or assists in the investigation of such a complaint, may be made via email to businessconduct@visa.com; through our Confidential Compliance Hotline at (888) 289-9322 or our Confidential Online Compliance Hotline at visa.alertline.com; or by mail to Visa Inc., Business Conduct Office, P.O. Box 193243, San Francisco, CA 94119. All such communications will be handled in accordance with our Whistleblower Policy, a copy of which may be obtained by contacting our Corporate Secretary.

Talent and Human Capital Management
Attracting, developing, and advancing the best people globally is crucial to all aspects of Visa’s strategy and long-term success. Best-in-class teams and an inclusive culture inspire leadership, encourage innovative thinking, and support the development and advancement of all employees. Our employee value proposition – Powering payments, uplifting people – focuses on our purpose and our talent, and we have embedded it throughout our organizational programs and processes to reinforce our commitment to employees.

Employee Development
As Visa strives to achieve our purpose and ambitious growth objectives, we have focused on enhancing employees’ expertise across our business. We know that being an employer of choice requires best-in-class career and skills development along with innovative programs. We offer unique career pathways for employees and provide them with tools and support to build on their leadership impact and develop their careers. Employees are encouraged to broaden their knowledge and develop new skills through alternative career pathways and talent development programs including our Global Technology Apprenticeship, Military Talent, Senior Director Mentorship, and VP+ Sponsorship programs.

Along with learning support via our Educational Assistance Program, we also aid employees’ development through our award-winning Visa University. Our global learning platform, Learning Hub, houses nearly 200,000 learning resources on myriad topics including sales, technology, product, and leadership development. Visa University Learning Accelerator is a career development initiative that promotes timely and relevant learning opportunities through quarterly events featuring exciting speakers aligned with Visa's business cycle and strategic goals.

We have committed to providing employees with the tools they need to do their work more quickly and easily, and Visa's commitment to fostering a culture of innovation and collaboration is demonstrated through our employees’ adoption of generative AI tools for content generation, productivity, and business automation, including an internal, secure version of ChatGPT and our Ask People Team Portal.

Employee Engagement
We recognize that building an inclusive and high-performing culture requires an engaged workforce, where employees are motivated to do their best work every day. Our approach centers on communication and recognition. We communicate with employees in a variety of ways, including regularly held Town Hall meetings, the company intranet, digital signage, email newsletters, and live events in regional offices. This year, we recommitted to helping employees feel closely connected to one another and to our business at large by launching Viva Engage, our new internal social network, as a place for employees to collaborate, share information, and connect with leadership in real time, every day. Since its launch, 97% of employees had visited Viva Engage at least once, with 82% accessing the platform at least twice a week on average.

We also believe that employees should feel valued in their day-to-day work. In recent years, Visa has prioritized and invested in employee recognition. Our innovative UPLIFT program is designed to drive engagement and innovation by enabling employees to recognize, appreciate, and celebrate each other, no matter their role or level. The UPLIFT program drives Visa’s culture by grounding the recognition categories in Visa’s Leadership Principles – further reinforcing that at Visa, it is not only about what you achieve but how you do it. For fiscal 2024, active UPLIFT platform users as a percentage of all users was 78%, while the number of recognitions sent nearly doubled, from approximately 130,000 to nearly 248,000 since the prior year.

Employee Benefits
We are committed to showing employees how much we care about them. As part of our inclusive “whole person” approach to benefits, we are proud to offer a robust package of benefits (which may vary by location) that empower employees to care for themselves and their families in the way they decide, with curated tools, resources, and benefits. Some of our most popular financial benefits include our 401(k) Match, Employee Stock Purchase Plan, and Education Assistance programs. In addition to our enhanced mental wellbeing benefits, in 2024, we began offering Mental Health First Aid training to empower employees to understand how to recognize and respond to signs of mental health distress, and we launched a Peer-to-Peer Ambassador Network to create a support system comprising Visa employees who foster a culture of community wellbeing and active listening and promote psychological safety, mental health, and wellbeing.

We believe that our employees are critical to our success, and we structure our total rewards and benefits package to attract and retain a talented and engaged workforce. We continue to evolve our programs to meet our employees’ needs, providing comprehensive wellbeing, financial, and quality of life programs. Our offerings vary by location and may include the following:
Wellbeing	Financial	Life
●onsite health centers ●onsite wellbeing resources ●wellbeing and "no meeting" hours ●health, vision, and dental insurance ●onsite fitness centers ●speakers and seminars on wellbeing topics ●ergonomic consultations ●immunizations ●coaching and therapy	●competitive compensation ●annual bonuses ●pre- and post-tax contributions to eligible savings accounts ●2:1 401(k) match, up to 5% of base pay ●employee stock purchase plan ●financial wellbeing sessions and resources ●paid short-term and long-term disability and life insurance ●education assistance program ●charitable matching programs	●paid new child bonding leave, with a minimum of 14 weeks for all parents ●family emergency leave ●child and elder care services ●concierge and errand running services ●various insurance products ●fertility, surrogacy, and adoption benefits ●discount programs ●generous paid time off and holidays ●paid volunteer time and time off for voting in elections ●ability to work from another location for up to four weeks per year

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Visa Leadership Principles
At Visa, we encourage and empower every employee to be a leader by embracing the Visa Leadership Principles. These Leadership Principles are integrated into core talent processes, and since their introduction they have enhanced how we evaluate performance and drive the Company’s success. As we look ahead to Visa’s next chapter, we are focusing on the actions supporting each of our Leadership Principles, with the aim to drive clarity and specificity around the behaviors that will contribute to Visa’s future success while building on our strengths:

Lead Courageously

Obsess about Customers

Collaborate as One Visa

Execute with Excellence

Workforce Demographics

Visa believes in an inclusive workplace where everyone is accepted, everywhere. We are driven to provide equal employment opportunities and to create a culture in which individual differences, experiences, and capabilities are valued and contribute to our business success. By leveraging our global teams’ different backgrounds and perspectives, we are able to achieve better solutions for our clients and create a connected workplace to attract and advance top talent. Visa tracks, measures, and evaluates our workforce representation and impact as part of this strategic business imperative and is committed to reporting our workforce demographics annually.

Gender in Global Workforce	Gender in U.S. Workforce	Ethnicities in U.S. Workforce
Gender in Global Leadership	Gender in U.S. Leadership	Ethnicities in U.S. Leadership

Notes:

Corporate Responsibility and Sustainability
We believe that as a trusted brand in payments, Visa has an opportunity and responsibility to contribute to a more inclusive, ethical, and sustainable world. As we work toward this goal, we are committed to managing the risks and opportunities that arise from environmental and social issues, providing strong executive and Board oversight of our overall strategy, and providing transparent annual reporting on our progress for stakeholders.

Visa strives to be an industry leader in corporate responsibility and sustainability. To do so, we continue to take an integrated approach to our performance and transparency in this area.

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Materiality-based Strategy
In line with international guidelines and corporate best practices, Visa conducts a biennial CRS materiality assessment, which enables us to gather the perspectives of both internal and external stakeholders, and monitor and reassess our approach to managing priority CRS topics. We believe our approach works to support our CRS strategy and promote initiatives that are focused on the issues most impactful to our internal and external stakeholders, as well as our long-term business success. While we take action across the identified topics, we prioritize those with the highest potential impact and importance to our stakeholders and our business.

Our most recent materiality assessment, completed in 2024, revalidated our approach to focusing our aspirations and efforts on five key areas: social impact, responsible data use, our people, sustainability, and corporate responsibility.

Social Impact

Responsible Data Use

Our People

Sustainability

Corporate Responsibility

Delivering on our company purpose to uplift everyone, everywhere by advancing financial inclusion and supporting the communities where we live and work.

Continuing to earn trust by protecting data and preventing fraud, championing responsible data practices and empowering consumers.

Attracting the best talent, accelerating career development, and building a world class culture to fuel Visa’s growth.

Supporting the transition to a low-carbon global economy via solutions and our own operations.

Ongoing commitment to acting with integrity, transparency, and accountability in everything we do.

Corporate Reporting
Visa is committed to transparent annual reporting on the topics most important to our stakeholders through a variety of channels.

Our annual CRS report is aligned with leading voluntary reporting frameworks, including the Global Reporting Initiative (GRI), the Sustainability Accounting Standards Board (SASB), the Task Force on Climate-Related Financial Disclosures (TCFD), relevant World Economic Forum (WEF) Stakeholder Capitalism Metrics, and the United Nations Sustainable Development Goals (SDGs). We also continuously work to maintain compliance with our reporting obligations under various current and future mandatory reporting frameworks and relevant regulations.

Visa has also adopted various policies and statements as part of our approach to managing CRS topics, including but not limited to Visa’s Supplier Code of Conduct, Modern Slavery Act Transparency Statement, CDP submissions, Visa’s AI Principles, and Visa Data Values. Related resources are available in the Corporate Responsibility & Sustainability Resources section of our corporate website at visa.com/crs under “Visa’s CR&S Resources.”

Key Activities in 2024
Visa aims to enable the future of commerce through inclusive financial products, sustainable solutions, and corporate responsibility. In 2024, we continued to make strong progress delivering on our purpose: Uplift everyone, everywhere by being the best way to pay and be paid. Below are some key CRS highlights from 2024.

	Social Impact				Responsible Data Use
●Provided over 6 million small and micro businesses with access to digital economy resources, including Visa education platforms and content, and social impact programs and solutions, through select partnerships ●Shared global insights on digital equity to help governments advance public policies that create more inclusive economies ●Supported over 10,800 employees who volunteered more than 95,000 hours to strengthen the communities in which we live and work ●Visa Foundation committed $40 million in grant funding and $29 million in impact investments supporting small businesses globally				●Invested over $12 billion in technology over the last five years, including to reduce fraud and enhance network security ●Deployed AI-enabled capabilities and always-on experts to proactively detect and prevent billions of dollars of attempted fraud ●Promoted the adoption of scalable technologies, such as network tokenization and 3DS, that enhanced transaction security globally ●Achieved the highest rating in our sector from an independent rating organization during our 2024 cybersecurity program review ●Achieved key enhancements and maturity milestones within the Visa Global Privacy Program to more flexibly adapt to increased and evolving privacy regulations and consumer expectations ●Increased enumeration attack blocking with new analytical capabilities, enhanced tools, and a targeted compliance program

	Our People				Sustainability				Corporate Responsibility
●Encouraged employees to broaden knowledge and develop new skills through alternative career pathways and talent development programs ●Launched Viva Engage, our new internal social network; 94% of employees visited within the first year ●95% of employees feel proud to work for Visa, 92% of employees understand the link between their work and our company’s strategic objectives, and 91% of employees would recommend Visa as a great place to work ●Began offering Mental Health First Aid training and launched a Peer-to-Peer Ambassador Network to create a support system of Visa employees who promote psychological safety, mental health, and wellbeing				●Maintained 100% renewable electricity and carbon neutral operations ●Made progress towards Visa’s 2030 science-based targets as an interim goal toward our 2040 net-zero target and expanded engagement of Visa’s suppliers in support of our goals ●Achieved green office certification for 80% of global office space ●Advanced Visa’s climate tech solutions ●Continued sustainable commerce partnerships with Ellen MacArthur Foundation, Travalyst, JustPark and others ●Scored in top 20% of industry average across leading ESG ratings/rankings indices				●Overall diversity of Board nominees is 73%, with women comprising 36% of the nominees, and 36% of the nominees are racially or ethnically diverse ●Held fourth annual Ethics in Action Week, celebrating the integral role of ethics in Visa’s culture ●Refreshed Supplier Code provides guidance on Visa’s expanded expectations for suppliers in the areas of corporate governance human rights, and environmental sustainability ●Continued our engagement with sports bodies, civil society organizations, and the Centre for Sport & Human Rights to promote respect of human rights in sport

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Third-Party Recognition of our CRS Leadership
We have received recognition of our CRS leadership by third-party organizations:

We encourage you to read more about how we are working to build a more inclusive, ethical, and sustainable world for everyone, everywhere at visa.com/crs and in our 2023 Corporate Responsibility & Sustainability Report. Our website and our 2023 CRS Report are not part of or incorporated by reference into this proxy statement. Our goals are aspirational and may change. Statements regarding our goals are not guarantees or promises that they will be met.

Other Governance Policies and Practices

Political Engagement and Disclosure
Public sector decisions significantly affect our business and industry, as well as the communities in which we operate. For this reason, we participate in the political process through regular engagement with government officials and policy-makers, by encouraging the civic involvement of our employees, and by contributing to candidates and political organizations where permitted by applicable law. We are committed to conducting these activities in a transparent manner that reflects responsible corporate citizenship and best serves the interests of our shareholders, employees, and other stakeholders. Additional information regarding our political activities and oversight may be found at corporate.visa.com/en/about-visa/crs/operating-responsibly.html.

Visa has a Political Participation, Lobbying and Contributions Policy (PPLC Policy) that prohibits our directors, officers, and employees from using Company resources to promote their personal political views, causes, or candidates, and specifies that the Company will not directly or indirectly reimburse any personal political contributions or expenses. Directors, officers, and employees also may not lobby government officials on the Company’s behalf absent the pre-approval of the Company’s Global Government Engagement Department. As such, our lobbying and political spending seek to promote the interests of the Company and its shareholders, and not the personal political preferences of our directors or executives.

We endeavor to maintain a healthy and transparent relationship with governments around the world by communicating our views and concerns to elected officials and policy-makers. As an industry leader, we encounter challenges and opportunities on a wide range of policy matters. These issues may include regulations and policies on interchange fees, cybersecurity, data security, privacy, intellectual property, surcharging, payroll and prepaid cards, mobile payments, tax, international trade and market access, and financial inclusion, among others.

The Nominating and Corporate Governance Committee reviews our political contributions and lobbying expenditures on a semiannual basis, which includes information regarding memberships in, or payments to, tax-exempt organizations that write and endorse model legislation. Additional information on our political contributions and lobbying expenditures can be found on our website, including our semiannual contribution reports and links to our quarterly U.S. federal lobbying activities and expenditures reports.

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Codes of Conduct and Ethics
Our Board has adopted a Code of Business Conduct and Ethics, which applies to all directors, officers, employees, and contingent staff of the Company. This Code includes a supplemental Code of Ethics for Certain Executives and Financial Officers, which applies to our Chief Executive Officer, Chief Financial Officer, Controller, Chief People and Corporate Affairs Officer, General Counsel, and other senior financial officers, whom we refer to collectively as senior officers. These codes require the senior officers to engage in honest and ethical conduct in performing their duties, provide guidelines for the ethical handling of actual or apparent conflicts of interest between personal and professional relationships, and provide mechanisms to report unethical conduct. Our senior officers are held accountable for their adherence to the codes. If we amend or grant any waiver from a provision of our codes for officers or directors, we will publicly disclose such amendment or waiver in accordance with and if required by applicable law, including by posting such amendment or waiver on our website at investor.visa.com within four business days.

Prevention of Insider Trading Policy
We have adopted a Prevention of Insider Trading Policy that governs transactions in our securities by our directors, officers, employees, and other individuals who gain access to insider information about Visa, including contractors and consultants, as well as by Visa itself. The Prevention of Insider Trading Policy has been reasonably designed to promote compliance with applicable insider trading laws, rules and regulations, and the NYSE listing standards. The foregoing summary of the Prevention of Insider Trading Policy does not purport to be complete and is qualified in its entirety by reference to the full text of the Insider Trading Policy, which is included as Exhibit 19.1 in our Annual Report on Form 10-K filed with the SEC on November 13, 2024.

Certain Relationships and Related Person Transactions
The Audit and Risk Committee has adopted a written Statement of Policy with respect to Related Person Transactions (Statement of Policy), governing any transaction, arrangement, or relationship between the Company and any related person where the related person had, has, or will have a direct or indirect material interest. Under the Statement of Policy, the Audit and Risk Committee reviews related person transactions and may approve or ratify them only if it is determined that they are in, or not inconsistent with, the best interests of the Company and its shareholders. When reviewing a related person transaction, the Audit and Risk Committee may take into consideration all of the relevant facts and circumstances available to it, including: (i) the material terms and conditions of the transaction or transactions; (ii) the related person’s relationship to Visa; (iii) the related person’s interest in the transaction, including their position or relationship with, or ownership of, any entity that is a party to or has an interest in the transaction; (iv) the approximate dollar value of the transaction; (v) the availability from other sources of comparable products or services; and (vi) an assessment of whether the transaction is on terms that are comparable to the terms available to us from an unrelated third party.

In the event we become aware of a related person transaction that was not previously approved or ratified under the Statement of Policy, the Audit and Risk Committee will evaluate all options available, including ratification, revision, or termination of the related person transaction. The Statement of Policy is intended to augment and work in conjunction with our other policies that include code of conduct or conflict of interest provisions, including our Code of Business Conduct and Ethics.

Compensation of Non-Employee Directors

We compensate non-employee directors for their service on the Board with a combination of cash and equity awards, the amounts of which are commensurate with their role and involvement, and consistent with peer company practices. In setting non-employee director compensation, we consider the significant amount of time our directors expend in fulfilling their duties, as well as the skill level required of members of our Board. Mr. McInerney, our Chief Executive Officer, does not receive additional compensation for his service as a director. Similarly, Mr. Kelly, our former Executive Chairman, did not receive additional compensation for his service as a director.

The Compensation Committee, which is composed solely of independent directors, has the primary responsibility for reviewing and considering any revisions to our non-employee director compensation program. In July 2023, the Compensation Committee undertook its annual review of non-employee director compensation for fiscal year 2024, which included an analysis completed by its independent compensation consultant. As part of this analysis, the independent compensation consultant reviewed trends and data from the same peer companies used by the Compensation Committee in connection with its review of executive compensation. Pursuant to the review, and after considering the independent compensation consultant’s advice based on peer group data, the Compensation Committee recommended that the Board approve an increase in the grant date value of the annual equity award for non-employee directors from $235,000 to $260,000 for grants made on or after the date of the 2024 Annual Meeting of Shareholders. This increase to the equity grant date value improved the overall positioning within the peer group and balanced the mix between cash and equity compensation. The Compensation Committee also recommended that the Board approve an increase in the annual cash retainer for the Lead Independent Director from $90,000 to $100,000, and for the chair of the Nominating and Corporate Governance Committee from $20,000 to $25,000, each effective October 1, 2023. Subsequent to these decisions, in connection with Mr. Lundgren’s appointment to the independent Board Chair position, the Compensation Committee recommended that the Board approve an annual cash retainer for the Board Chair position in the amount of $225,000, effective for quarterly payments starting April 1, 2024. Effective after April 1, 2024, Mr. Lundgren no longer received the additional cash retainer for the Lead Independent Director position. The increase in the annual cash retainers, and the amount and form of payment for the Board Chair retainer, were determined in consultation with the Compensation Committee’s independent compensation consultant based on peer group data and to reflect the time commitment and contributions expected of the positions. The Board approved the changes described above following each recommendation from the Compensation Committee.

Overview

●No Fees for Board or Committee Meeting Attendance: Meeting attendance is an expected part of Board service. ●Emphasis on Equity: There is an emphasis on equity in the overall compensation mix to further align interests with stakeholders. ●Recognition of Special Roles: Special roles, such as Board leadership positions and committee chairs, are recognized for their additional time commitments. ●Annual Equity Grants with Immediate Vesting: Equity awards are granted annually with a fixed value, providing alignment with stakeholders’ interests and mitigating potential compensation-related risk. ●Limited Perquisites and No Related Tax Gross-Ups: Other benefits, such as matching charitable contributions, are limited.

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