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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

Filed by the Registrant x                             Filed by a Party other than the Registrant ¨

Check the appropriate box:

VISA INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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December 13, 2013

Dear Stockholder:

You are cordially invited to attend our 2014 Annual Meeting of Stockholders, which will be held on January 29, 2014 at 8:30 a.m. Pacific Time at the Crowne Plaza Hotel, 1221 Chess Drive, Foster City, CA 94404.

At the Annual Meeting, stockholders will be asked to vote on each of the three proposals set forth in the Notice of 2014 Annual Meeting of Stockholders and the proxy statement, which describe the formal business to be conducted at the Annual Meeting and follow this letter.

It is important that your shares are represented and voted at the Annual Meeting regardless of the size of your holdings. Whether or not you plan to attend the Annual Meeting, please vote electronically via the Internet or by telephone, if permitted by the broker or other nominee that holds your shares. If you receive a paper copy of the proxy materials, please complete, sign, date and return the accompanying proxy card in the enclosed postage-paid envelope. Voting electronically, by telephone, or by returning your proxy card in advance of the Annual Meeting does not preclude you from attending the Annual Meeting.

If you wish to attend the Annual Meeting in person, you must reserve your seat by January 24, 2014 by contacting our Investor Relations Department at (650) 432-7644. Additional details regarding the requirements for admission to the Annual Meeting are described in the proxy statement under the heading What do I need to do to attend the Annual Meeting in person?. If you need assistance at the meeting because of a disability, please call us at (650) 432-7644, at least two weeks in advance of the meeting.

If you have any questions concerning the Annual Meeting and you are the stockholder of record of your shares, please contact our Investor Relations Department. If your shares are held by a broker or other nominee (that is, in “street name”), please contact your broker or other nominee for questions concerning the Annual Meeting. For questions related to voting procedures, you may contact AST Phoenix Advisors, our proxy solicitor, at (877) 478-5038 (within the U.S.) or +1 (877) 478-5038 (International). If you are the stockholder of record of your shares and have questions regarding your stock ownership, please contact our transfer agent, Wells Fargo Shareowner Services, at (866) 456-9417 (within the U.S.) or +1 (651) 306-4433 (International).

Thank you for your continued support. We look forward to seeing those of you who will be able to attend the Annual Meeting in person.

Sincerely,

Ariela St. Pierre

Corporate Secretary

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By Order of the Board of Directors

Ariela St. Pierre

Corporate Secretary

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DIRECTOR NOMINEES (PAGE 35)

The following table contains information about the eleven candidates who have been nominated for election to our board of directors. Alfred F. Kelly, Jr. and Maynard G. Webb, Jr. have not previously served on our board of directors.

 

Name

Age

Director Since

Principal Occupation

Independent

Audit Committee

Compensation Committee

Nominating and Corporate Governance Committee

Mary B. Cranston

65

2007

Retired Senior Partner of Pillsbury Winthrop Shaw Pittman LLP

Yes

C

Francisco Javier Fernández–Carbajal

58

2007

Consultant and Former CEO of the Corporate Development Division of Grupo Financiero BBVA Bancomer, S.A.

Yes

Alfred F. Kelly, Jr.

55

N/A

President and CEO of the 2014 NY/NJ Super Bowl Host Company

Yes

Robert W. Matschullat*

66

2007

Former Vice Chairman and CFO of The Seagram Company Limited

Yes

EO

EO

EO

Cathy E. Minehan

66

2007

Dean of the School of Management of Simmons College

Yes

Suzanne Nora Johnson

56

2007

Former Vice Chairman of The Goldman Sachs Group, Inc.

Yes

C

David J. Pang

70

2007

CEO of Kerry Group Kuok Foundation Limited

Yes

Charles W. Scharf

48

2012

Chief Executive Officer, Visa Inc.

No

William S. Shanahan

73

2007

Former President, Colgate-Palmolive Company

Yes

C

John A. C. Swainson

59

2007

President of the Software Group, Dell Inc.

Yes

Maynard G. Webb, Jr.

58

N/A

Chairman and Former CEO of LiveOps Inc.

Yes

* = Chair of the board                 = Member                C = Chair                EO = Ex Officio committee meeting attendee

As the independent Chair of the board, Mr. Matschullat has a standing invitation to attend meetings of the board’s committees. However, he is not a committee member, is not counted for purposes of determining a quorum at committee meetings, and does not vote on committee matters.

INFORMATION ABOUT OUR BOARD AND COMMITTEES (PAGE 27)

 

		Number of Members					Independence					Number of Meetings during Fiscal Year 2013
Full Board of Directors (at September 30, 2013)*				10					90	%				11
Audit and Risk Committee				4					100	%				5
Compensation Committee				4					100	%				11
Nominating and Corporate Governance Committee				4					100	%				5

 

*

Gary P. Coughlan is not standing for re-election at the Annual Meeting. If our stockholders elect Alfred F. Kelly, Jr. and Maynard G. Webb, Jr. to serve as directors, our board will be comprised of eleven directors all of whom are independent, other than our Chief Executive Officer.

Each of our current directors attended at least 75% of the aggregate of all fiscal year 2013 meetings of the board of directors and each committee on which he or she served.

 

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PROXY STATEMENT

FOR THE ANNUAL MEETING OF STOCKHOLDERS

January 29, 2014

We are providing you with these proxy materials in connection with the solicitation by the board of directors of Visa Inc. of proxies to be used at our 2014 Annual Meeting of Stockholders. This proxy statement contains important information regarding our Annual Meeting, the proposals on which you are being asked to vote, information you may find useful in determining how to vote, and information about voting procedures. As used herein, “we,” “us,” “our,” “Visa” or the “Company” refers to Visa Inc., a Delaware corporation.

A Notice of Internet Availability of Proxy Materials, this proxy statement, any accompanying proxy card or voting instruction form, and our 2013 Annual Report to stockholders will be made available to our stockholders on or about December 13, 2013.

When and where will the meeting take place?

The 2014 Annual Meeting of Stockholders will take place at the Crowne Plaza Hotel, 1221 Chess Drive, Foster City, CA 94404 on January 29, 2014 at 8:30 a.m. Pacific Time.

What matters will be voted on at the Annual Meeting?

The following matters will be voted on at the Annual Meeting:

We do not expect any other items of business to be brought before the Annual Meeting because the deadlines for stockholder proposals and director nominations have already passed. Nonetheless, in case there is an unforeseen need, your proxy gives discretionary authority to the persons named on the proxy card to vote your shares with respect to any other matters that might be brought before the meeting. Those persons intend to vote the proxy in accordance with their best judgment.

How does the board of directors recommend that I vote?

The board of directors recommends that you vote:

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Who may vote at the Annual Meeting?

Holders of our Class A common stock at the close of business on December 3, 2013, or the Record Date, may vote at the Annual Meeting. We refer to the holders of our Class A common stock as “stockholders” throughout this proxy statement. Each stockholder is entitled to one vote for each share of Class A common stock held as of the Record Date.

Stockholders at the close of business on the Record Date may examine a list of all stockholders as of the Record Date for any purpose germane to the Annual Meeting for ten days preceding the Annual Meeting, at our offices in Foster City, California or at the Annual Meeting. If you would like to view the stockholder list, please call our Investor Relations Department at (650) 432-7644 to schedule an appointment.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

Stockholders of Record.  You are a stockholder of record if, at the close of business on the Record Date, your shares were registered directly in your name with Wells Fargo Shareowner Services, our transfer agent.

Beneficial Owner.  You are a beneficial owner if at the close of business on the Record Date your shares were held by a brokerage firm or other nominee and not in your name. Being a beneficial owner means that, like most of our stockholders, your shares are held in “street name.” As the beneficial owner, you have the right to direct your broker or nominee how to vote your shares by following the voting instructions your broker or other nominee provides. If you do not provide your broker or nominee with instructions on how to vote your shares, your broker or nominee will be able to vote your shares with respect to some of the proposals in this proxy statement, but not all. Please see the heading What if I submit a proxy, but do not specify how my shares are to be voted? for additional information.

What do I need to do to attend the Annual Meeting in person?

Stockholders planning to attend the Annual Meeting in person must contact our Investor Relations Department at (650) 432-7644 by January 24, 2014 to reserve a seat at the Annual Meeting. Please visit the Investor Relations page of our website at http://investor.visa.com for directions to the Crowne Plaza Hotel, 1221 Chess Drive, Foster City, CA 94404. The Annual Meeting will start at 8:30 a.m. Pacific Time on January 29, 2014. Please note that the doors to the meeting room will not open until 8:00 a.m. Pacific Time.

Individuals who are the beneficial owners of their Class A common stock must bring with them to the Annual Meeting a legal proxy from the organization that holds their shares or a brokerage statement showing ownership of shares as of the close of business on the Record Date. Representatives of institutional stockholders must bring a legal proxy or other proof that they are representatives of a firm that held shares as of the close of business on the Record Date and are authorized to vote on behalf of the firm.

Anyone seeking admittance to the Annual Meeting who cannot prove ownership or representation as of the close of business on the Record Date, or who has not reserved a seat in advance, may not be admitted. In addition, stockholders must also bring a form of government-issued photo identification, such as a driver’s license, state-issued identification card, or passport to gain entry to the Annual Meeting.

When you arrive, signs will direct you to the meeting room. Due to security measures, all bags will be subject to search, and all persons who attend the Annual Meeting may be subject to a metal detector and/or a hand wand search. We will be unable to admit anyone who does not comply with these security procedures. We will not permit the use of cameras (including cell phones with photographic or video capabilities) and other recording devices in the meeting room. If you need assistance at the meeting because of a disability, please call our Investor Relations Department at (650) 432-7644, at least two weeks in advance of the meeting.

If I am unable to attend the Annual Meeting in person, can I listen to the meeting via webcast?

Yes. An 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 29, 2014. Although stockholders accessing the Annual Meeting via the webcast will be able to listen to the meeting, they will not be considered present at the Annual Meeting and will not be able to vote through the webcast or ask questions. An archived copy of the webcast will be available on our website through February 28, 2014. Registration to listen to the webcast will be required.

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Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of printed proxy materials?

Pursuant to rules adopted by the Securities and Exchange Commission, or the SEC, we are making this proxy statement available to our stockholders electronically via the Internet. On or about December 13, 2013, we will mail the Notice of Internet Availability of Proxy Materials to stockholders of our Class A common stock at the close of business on the Record Date, other than those stockholders who previously requested electronic or paper delivery of communications from us. The Notice contains instructions on how to access an electronic copy of our proxy materials, including this proxy statement and our Annual Report. The Notice also contains instructions on how to request a paper copy of the proxy statement. We believe that this process will allow us to provide you with the information you need in a timely manner, while conserving natural resources and lowering the costs of printing and distributing our proxy materials.

Can I vote my shares by filling out and returning the Notice of Internet Availability of Proxy Materials?

No. The Notice only identifies the items to be voted on at the Annual Meeting. You cannot vote by marking the Notice and returning it. The Notice provides instructions on how to cast your vote. For additional information, please see the answer to the next question How do I vote my shares and what are the voting deadlines?.

How do I vote my shares and what are the voting deadlines?

Stockholders of Record.  If you are a stockholder of record, there are several ways for you to vote your shares:

Beneficial Owners.  If you are a beneficial owner of your shares, you should have received a Notice of Internet Availability of Proxy Materials or voting instructions from the broker or other nominee holding your shares. You should follow the instructions in the Notice or the voting instructions provided by your broker or nominee in order to instruct your broker or nominee on how to vote your shares. The availability of telephone and Internet voting will depend on the voting process of the broker or nominee. Shares held beneficially may be voted in person at the Annual Meeting only if you obtain a legal proxy from the broker or nominee giving you the right to vote the shares.

Can I revoke or change my vote after I submit my proxy?

Stockholders of Record.  If you are a stockholder of record, you may revoke your vote at any time before the final vote at the Annual Meeting by:

Beneficial Owners.  If you are a beneficial owner of your shares, you must contact the broker or other nominee holding your shares and follow its instructions for changing your vote.

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What will happen if I do not vote my shares?

Stockholders of Record.  If you are the stockholder of record of your shares and you do not vote by proxy card, by telephone, via the Internet or in person at the Annual Meeting, your shares will not be voted at the Annual Meeting.

Beneficial Owners.  If you are the beneficial owner of your shares and you do not instruct your broker or other nominee how to vote your shares, your broker or nominee may exercise its discretion to vote on some proposals at the Annual Meeting, but not all. Under the rules of the New York Stock Exchange, or the NYSE, your broker or nominee does not have discretion to vote your shares on non-routine matters such as Proposals 1 and 2. However, your broker or nominee does have discretion to vote your shares on routine matters such as Proposal 3.

What if I submit a proxy, but do not specify how my shares are to be voted?

Stockholders of Record.  If you are a stockholder of record and you submit a proxy card, but you do not provide voting instructions on the card, your shares will be voted:

Beneficial Owners.  If you are a beneficial owner and you do not provide the broker or other nominee that holds your shares with voting instructions, the broker or nominee will determine if it has the discretionary authority to vote on your behalf. Under the NYSE’s rules, brokers and nominees have the discretion to vote on routine matters such as Proposal 3, but do not have discretion to vote on non-routine matters such as Proposals 1 and 2. Therefore, if you do not provide voting instructions to your broker or nominee, your broker or nominee may only vote your shares on Proposal 3 and any other routine matters properly presented for a vote at the Annual Meeting.

What is the effect of a broker non-vote?

Brokers or other nominees who hold shares of our Class A common stock for a beneficial owner have the discretion to vote on routine proposals when they have not received voting instructions from the beneficial owner at least ten days prior to the Annual Meeting. A broker non-vote occurs when a broker or other nominee does not receive voting instructions from the beneficial owner and does not have the discretion to direct the voting of the shares.

Broker non-votes will be counted for purposes of calculating whether a quorum is present at the Annual Meeting, but will not be counted for purposes of determining the number of votes present in person or represented by proxy and entitled to vote with respect to a particular proposal. Thus, a broker non-vote will not impact our ability to obtain a quorum and will not otherwise affect the outcome of the vote on any of the proposals to be considered at the Annual Meeting.

How many shares must be present or represented to conduct business at the Annual Meeting?

We need a quorum of stockholders to hold our Annual Meeting. A quorum exists when at least a majority of the outstanding shares entitled to vote at the close of business on the Record Date is represented at the Annual Meeting either in person or by proxy. As of the close of business on the Record Date, we had 505,850,306 shares of Class A common stock outstanding and entitled to vote at the Annual Meeting, meaning that 252,925,154 shares of Class A common stock must be represented at the Annual Meeting in person or by proxy to have a quorum.

Your shares will be counted towards the quorum if you vote by mail, by telephone, or via the Internet or if you vote in person at the Annual Meeting. Abstentions and broker non-votes also will count towards the quorum requirement. If a quorum is not met, a majority of the shares present at the Annual Meeting may adjourn the meeting to a later date.

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What vote is required to approve each proposal?

With respect to all Proposals, you may vote FOR, AGAINST or ABSTAIN. If you ABSTAIN from voting on Proposal 1, the vote is not considered cast and, as a result, it will have no effect on the outcome of the election of directors. If you ABSTAIN from voting on Proposals 2 or 3, the abstention will have the same effect as an AGAINST vote.

What happens if an incumbent director nominee does not receive a majority of the votes cast for his or her re-election?

Our Corporate Governance Guidelines require each incumbent director nominee to submit an irrevocable contingent resignation letter prior to the mailing of the proxy statement for an annual meeting at which the nominee’s candidacy will be considered. If the nominee does not receive a majority of the votes cast for his or her re-election, meaning that he or she does not have more votes cast FOR than AGAINST his or her re-election, the Nominating and Corporate Governance Committee will recommend to the board of directors that it accept the nominee’s contingent resignation, unless the Committee determines that acceptance of the resignation would not be in the best interest of the Company and its stockholders. The board of directors will decide whether to accept or reject the contingent resignation at its next regularly scheduled meeting, but in no event later than 120 days following certification of the election results. The board of directors’ decision and its reasons will be promptly disclosed in a periodic or current report filed with the SEC.

What happens if a new director nominee does not receive a majority of the votes cast for his election?

If either Alfred F. Kelly, Jr. or Maynard G. Webb, Jr. does not receive a majority of the votes cast for his election, the size of our board of directors will not be increased for that candidate and the candidate will not be elected as a director.

Who will count the votes?

Broadridge Financial Solutions, Inc. has been engaged as our independent agent to receive and tabulate stockholder votes. Broadridge will separately tabulate FOR, AGAINST and ABSTAIN votes, and broker non-votes.

We also have retained an independent inspector of election, who will certify the election results and perform any other acts required by the Delaware General Corporation Law.

What happens if the Annual Meeting is adjourned or postponed?

Your proxy will still be effective and will be voted at the rescheduled or adjourned Annual Meeting. You will still be able to change or revoke your proxy until the rescheduled or adjourned Annual Meeting.

Who is paying for the costs of this proxy solicitation?

We will bear the expense of soliciting proxies. We have retained AST Phoenix Advisors to solicit proxies for a fee of $11,000 plus a reasonable amount to cover expenses. Proxies may also be solicited in person, by telephone or electronically by Visa

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personnel who will not receive additional compensation for such solicitation. Copies of proxy materials and the Annual Report will be supplied to brokers and other nominees for the purpose of soliciting proxies from beneficial owners, and we will reimburse such brokers or other nominees for their reasonable expenses.

How can I find the results of the Annual Meeting?

Preliminary results will be announced at the Annual Meeting. Final results also will be published in a current report on Form 8-K to be filed with the SEC within four business days after the Annual Meeting. If the official results are not available at that time, we will provide preliminary voting results in the Form 8-K and will provide the final results in an amendment to the Form 8-K as soon as they become available.

The board of directors is responsible for overseeing the business of the Company in order to serve the long-term interests of our stockholders. Members of our board of directors are kept informed of our business through discussions with our Chief Executive Officer, President, Chief Financial Officer, General Counsel, Chief Risk Officer, and other officers and employees, and by reviewing materials provided to them and participating in regular meetings of the board of directors and its committees.

Because our board of directors is committed to strong and effective corporate governance, it regularly monitors our corporate governance policies and profile to ensure we meet or exceed the requirements of applicable laws, regulations and rules, and the NYSE’s listing standards. 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, Code of Ethics for Senior Financial Officers, and the charters of each of the board of directors’ committees, please visit the Investor Relations page of our website at http://investor.visa.com under “Corporate Governance.” Copies of these documents also are available in print free of charge by writing to our Corporate Secretary at Visa Inc., P.O. Box 8999, San Francisco, CA 94128-8999.

Highlights of our Corporate Governance

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Corporate Governance Guidelines

Our board of directors has adopted a set of Corporate Governance Guidelines, which guides the operation of the board and its committees. The Nominating and Corporate Governance Committee reviews the Corporate Governance Guidelines at least annually and recommends any changes to the board for its consideration and approval.

The Corporate Governance Guidelines cover, among other topics:

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Please see the section entitled Availability of Corporate Governance Documents for information on how to view or obtain a copy of our Corporate Governance Guidelines.

Limitation on Other Board Service and Change in Director Occupation

Our Corporate Governance Guidelines include a policy that our directors will not serve as a member of the board of directors of more than five publicly-traded companies (including the Company’s board). Additionally, board members who are chief executive officers are limited to service on no more than two publicly-traded companies in addition to their own (including the Company’s board). Exceptions to these limits may be granted by the Nominating and Corporate Governance Committee on a case-by-case basis after taking into consideration the facts and circumstances of the exception request. The Nominating and Corporate Governance Committee and the board determined that these limits were appropriate after assessing the time commitments and other demands associated with effectively serving as a member of the Company’s board.

The Guidelines provide that prior to accepting an invitation to serve on the board of another publicly-traded company, a director should advise the Chair of the board or the Nominating and Corporate Governance Committee of the invitation so that the board, through the Nominating and Corporate Governance Committee, has the opportunity to review the director’s ability to continue to fulfill his or her responsibilities as a member of the Company’s board. When reviewing such a request, the Committee considers a number of factors, including the director’s other time commitments, record of attendance at board and committee meetings, potential conflicts of interest and legal considerations arising from the proposed directorship, and the impact of the proposed directorship on the director’s availability.

In addition, in order to evaluate whether a change in a director’s other professional responsibilities will directly or indirectly impact that director’s ability to fulfill his or her obligations to the Company, members of the board who experience a change of employer or primary occupation, or whose occupational responsibilities are substantially changed from when the director was elected to the board, are required to promptly tender their resignation from the board. The board, through the Nominating and Corporate Governance Committee, will consider the continued appropriateness of the director’s board membership under the circumstances.

Board Leadership Structure

On November 1, 2012, Charles W. Scharf, formerly Chief Executive Officer of Retail Financial Services for JPMorgan Chase & Co., succeeded Joseph W. Saunders as our Chief Executive Officer and was appointed as a member of our board of directors. In planning for the succession of Mr. Saunders, the Nominating and Corporate Governance Committee and the board carefully reviewed the board’s leadership structure and determined that it would be appropriate to separate the roles of the Chair and Chief Executive Officer effective November 1, 2012, and to appoint an independent Chair following Mr. Saunders’ retirement as Executive Chair on March 31, 2013. Accordingly, on April 1, 2013 Robert W. Matschullat, then Chair of the board’s Audit and Risk Committee, became our independent Chair. Effective upon this appointment, the term of our independent Lead Director, John A. C. Swainson, concluded.

Mr. Matschullat has served on the Visa Inc. board since October 2007, and is the former Vice Chairman and Chief Financial Officer of The Seagram Company Limited. Mr. Matschullat also previously served as the interim Chairman and interim Chief Executive Officer of The Clorox Company and as the head of worldwide investment banking for Morgan Stanley & Co. Incorporated. For additional information regarding Mr. Matschullat’s professional background and experience, please see the section entitled Director Nominee Biographies.

The Nominating and Corporate Governance Committee and the board believe that this leadership structure is the most appropriate one for the Company at this time, by allowing Mr. Scharf to focus on the day-to-day management of the

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business and on executing our strategic priorities, while allowing Mr. Matschullat to focus on leading the board, providing advice and counsel to Mr. Scharf, and facilitating the board’s independent oversight of management. The Nominating and Corporate Governance Committee will continue to periodically review the board’s leadership structure and to exercise its discretion in recommending an appropriate and effective framework on a case-by-case basis, taking into consideration the needs of the board and the Company at such time.

As our independent Chair, Mr. Matschullat has many of the duties and responsibilities previously undertaken by the Executive Chair or the Lead Director, including presiding at meetings of the board and calling, setting the agenda for, and chairing periodic executive sessions of the independent directors; providing feedback to the Chief Executive Officer on corporate policies and strategies; acting as a liaison between the board and the Chief Executive Officer; and facilitating one-on-one communication between directors, committee chairs, the Chief Executive Officer, and other senior managers to keep abreast of their perspectives. In addition to our independent board Chair, the board has three standing committees: the Audit and Risk Committee, chaired by Mary B. Cranston; the Compensation Committee, chaired by William S. Shanahan; and the Nominating and Corporate Governance Committee, chaired by Suzanne Nora Johnson. Ms. Cranston, Mr. Shanahan, and Ms. Nora Johnson each have substantial public company director experience, and have served in senior executive and leadership roles with large, multinational organizations. In their capacities as independent committee chairs, Ms. Cranston, Mr. Shanahan, and Ms. Nora Johnson also each have responsibilities that contribute to the board’s oversight of management and facilitate communication among the board and the Chief Executive Officer. The roles and responsibilities of the committee chairs and their committees are set forth in the committee charters and in our Corporate Governance Guidelines, which are available on our website at http://investor.visa.com under “Corporate Governance.” These responsibilities include, among other things, evaluating the performance of and determining the compensation for the Chief Executive Officer and other members of senior management, overseeing executive succession and development planning, and overseeing the Company’s risk management framework and programs, including strategic risks. For additional information regarding the committees of the board, please see the section entitled Board Meetings and Committees of the Board, and for the biographies of the Chairs of each of the committees, please see the section entitled Director Nominee Biographies.

The Board of Directors’ Role in Risk Oversight

Our board of directors recognizes the importance of effective risk oversight in running a successful business and in fulfilling its fiduciary responsibilities to Visa and its stockholders. While the Chief Executive Officer, Chief Risk Officer, and other members of our senior leadership team are responsible for the day-to-day management of risk, our board of directors is responsible for ensuring that an appropriate culture of risk management exists within the Company and for setting the right “tone at the top,” overseeing our aggregate risk profile, and assisting management in addressing specific risks, such as strategic and competitive risks, financial risks, brand and reputation risks, legal risks, regulatory risks, and operational risks.

The board believes that its current leadership structure facilitates its oversight of risk by combining independent leadership, through the independent Chair of the board, independent board committees, and majority independent board composition, with an experienced Chief Executive Officer who is a member of the board. Mr. Scharf’s industry experience and day-to-day management of the Company as our Chief Executive Officer enable him to identify and raise key business risks to the board and focus the board’s attention on areas of concern. The independent Chair, independent committee chairs, and the other directors also are experienced professionals or executives, who are very knowledgeable about the Company and who can and do raise issues for board consideration and review. The board believes there is a well-functioning and effective balance between the independent Chair, non-employee board members, the Chief Executive Officer, and other members of management, which enhances the board’s risk oversight.

The board of directors exercises its oversight responsibility for risk both directly and through its three standing committees. Throughout the year, the board and each committee spend a portion of their time reviewing and discussing specific risk topics. The full board is kept informed of each committee’s risk oversight and related activities through regular oral reports from the committee chairs, and committee meeting minutes are available for review by all directors. On an annual basis, the Chief Risk Officer and other members of senior management report on our top risks and the steps management has taken or will take to mitigate these risks. In addition, at each quarterly meeting the General Counsel updates the board on material legal and regulatory matters, and the board is provided with a written Enterprise Risk Management, or ERM, update twice annually. Written reports also are provided to the board regularly regarding recent business, legal, regulatory, competitive, and other developments impacting the Company.

The Audit and Risk Committee is responsible for reviewing our ERM framework and programs, as well as the framework by which management discusses our risk profile and risk exposures with the full board and its committees. The Audit and Risk

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Committee meets regularly with our Chief Financial Officer, Chief Risk Officer, Chief Auditor, Chief Compliance Officer, independent auditor, General Counsel, and other members of senior management to discuss our major financial risk exposures, financial reporting, internal controls, credit and liquidity risk, compliance risk, key operational risks, and ERM framework and programs. Other responsibilities include at least annually reviewing the implementation and effectiveness of our compliance and ethics program and our business continuity plan and test results. The Audit and Risk Committee also meets regularly in separate executive session with the Chief Financial Officer, Chief Risk Officer, Chief Auditor, and independent auditor, as well as with committee members only, to facilitate a full and candid discussion of risk and other issues.

The Compensation Committee is responsible for overseeing human capital and compensation risks, including evaluating and assessing risks arising from our compensation policies and practices for all employees and ensuring executive compensation is aligned with performance. The Compensation Committee also is charged with monitoring our incentive and equity-based compensation plans, including employee pension and benefit plans. For additional information regarding the Compensation Committee’s review of compensation-related risk, please see the section entitled Risk Assessment of Compensation Programs.

The Nominating and Corporate Governance Committee oversees risks related to our overall corporate governance, including board and committee composition, board size and structure, director independence, our corporate governance profile and ratings, and our political participation and contributions. The Committee also is actively engaged in overseeing risks associated with succession planning for the board and management.

Succession Planning

Our board of directors believes that one of its primary responsibilities is to oversee the development and retention of executive talent and to ensure that an appropriate succession plan is in place for our Chief Executive Officer and other members of management. The full board and our independent directors regularly discuss executive development, retention and succession planning, and the appointment of Mr. Scharf as our Chief Executive Officer on November 1, 2012 was the culmination of a multi-year, robust succession planning process led by the board. At least annually, our Nominating and Corporate Governance Committee also meets with our Executive Vice President, Human Resources to discuss management succession planning and address potential vacancies in senior leadership.

In addition to executive and management succession, the Nominating and Corporate Governance Committee regularly oversees and plans for director succession. In doing so, the 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 Corporate Governance – Nomination of Directors. Individuals identified by the Committee as qualified to become directors are then recommended to the full board for nomination or election.

Independence of Directors

The NYSE’s listing standards and our Corporate Governance Guidelines provide that a majority of our board of directors and every member of the Audit and Risk, Compensation, and Nominating and Corporate Governance committees must be “independent.” Our Certificate of Incorporation further requires that at least fifty-eight percent (58%) of our board of directors be independent. Under the NYSE’s listing standards, our Corporate Governance Guidelines, and our Certificate of Incorporation, no director will be considered to be independent unless and until our board of directors affirmatively determines that such director has no direct or indirect material relationship with Visa or our management. Our board of directors reviews the independence of its members annually.

Our board of directors has adopted guidelines to assist it in making its independence determinations. These guidelines generally track the NYSE listing standards, but are in some cases more specific than the listing standards, or address considerations that are particular to the Company. Our director independence guidelines, which set forth those commercial or charitable relationships that will not be considered material relationships that would impair a director’s independence, are a part of our Corporate Governance Guidelines and are available on the Investor Relations section of our website, or in print free of charge to any stockholder who requests a copy in writing from our Corporate Secretary.

In October and November 2013, with the assistance of legal counsel, the Nominating and Corporate Governance Committee reviewed the applicable legal and NYSE standards for independence, as well as the commercial and charitable

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relationships, as applicable, specified in our guidelines, and found that each of Gary P. Coughlan, Mary B. Cranston, Francisco Javier Fernández-Carbajal, Alfred F. Kelly, Jr., Suzanne Nora Johnson, Robert W. Matschullat, Cathy E. Minehan, David J. Pang, William S. Shanahan, John A. C. Swainson, and Maynard G. Webb, Jr. qualify as independent directors. Copies of the annual questionnaires completed by each of the directors and director nominees and a summary of the Company’s relationships with their affiliated entities also were made available to the Committee. Following its review, the Committee delivered a report to the full board of directors, and the board made its independence determinations based upon the report and other supporting information. As our Chief Executive Officer, Mr. Scharf does not meet the NYSE’s bright-line independence test.

In making the determination that the directors and director nominees listed above are independent, the Committee and the board considered relevant transactions, relationships and arrangements, including those specified in the NYSE listing standards and our director independence guidelines. In this regard, the Committee and the board considered that certain directors and director nominees serve as directors of other companies with which the Company engages in ordinary-course-of-business transactions, and that, in accordance with our director independence guidelines, none of these relationships constitute material relationships that would impair the independence of these individuals. Discretionary contributions to certain charitable organizations with which some of our independent directors are affiliated also were considered, and the board of directors determined that the amounts contributed to each of these charitable organizations in any fiscal year were less than the greater of $1 million or two percent of the organization’s consolidated gross revenues.

In addition, the Committee and the board of directors considered the relationships set forth below and determined that, in accordance with the NYSE listing standards, our Certificate of Incorporation and our independence guidelines, these relationships were not material relationships that would impair the applicable individual’s independence:

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Certain Relationships and Related Person Transactions

Review, Approval or Ratification of Transactions with Related Persons

The Audit and Risk Committee of the board of directors has adopted a written Statement of Policy with Respect to Related Party Transactions, or the Policy, governing any transaction, arrangement or relationship between the Company and any Related Party where the aggregate amount involved will or may be expected to exceed $120,000 and any related party had, has or will have a direct or indirect material interest. Under the Policy, the Audit and Risk Committee or its management delegate shall review related party 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 stockholders. When reviewing a related party transaction, the Audit and Risk Committee or management delegate may take into consideration all of the relevant facts and circumstances available to it, including (if applicable), but not limited to: (i) the material terms and conditions of the transaction or transactions; (ii) the related party’s relationship to Visa; (iii) the related party’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. Related party transactions that are approved or ratified by the management delegate must be reported to the Audit and Risk Committee at its next regularly scheduled meeting.

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

We engage in transactions, arrangements and relationships with many other entities, including financial institutions and professional organizations, in the ordinary course of our business. Some of our directors, executive officers, greater than five percent stockholders and their immediate family members, each a Related Party, may be directors, officers, partners, employees or stockholders of these entities. We carry out transactions with these entities on customary terms, and, in many instances, our directors and executive officers may not be aware of them. To our knowledge, since the beginning of fiscal year 2013, no Related Party has had a material interest in any of our business transactions or relationships other than as described below:

Nomination of Directors

Criteria for Nomination to the Board of Directors and Diversity

Candidates for nomination to our board of directors are selected by the Nominating and Corporate Governance Committee in accordance with the Committee’s charter, our Certificate of Incorporation and Bylaws, our Corporate Governance Guidelines, and the criteria adopted by the board regarding director candidate qualifications. The Nominating and Corporate Governance Committee will consider candidates recommended by a variety of sources, which may include a search firm retained by the Nominating and Corporate Governance Committee for the purpose of identifying candidates. The Nominating and Corporate Governance Committee will evaluate all candidates in the same manner and using the same criteria, regardless of the source of the recommendation.

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Since the identification and selection of qualified directors is a complex and subjective process that requires consideration of many intangible factors, and will be significantly influenced by the particular needs of the board from time to time, there is not a specific set of minimum qualifications, qualities or skills that are necessary for a nominee to possess, other than those that are necessary to meet U.S. legal, regulatory and NYSE listing requirements and the provisions of our Certificate of Incorporation, Bylaws, Corporate Governance Guidelines, and charters of the board’s committees. When considering nominees, the Nominating and Corporate Governance Committee may take into consideration many factors, including a candidate’s:

In addition to the above factors, the qualification criteria adopted by the board specify that the Nominating and Corporate Governance Committee should consider the value of diversity on the board of directors when identifying and reviewing director nominees. The Committee seeks nominees with a broad diversity of experience, strategic and operational views, and philosophies. The Committee’s evaluation of director nominees also includes consideration of their ability to contribute to the diversity of personal and professional experiences, opinions, perspectives and backgrounds on the board. Nominees are not discriminated against on the basis of race, color, religion, sex, ancestry, national origin, sexual orientation, disability or any other basis prescribed by law. The Committee will assess the effectiveness of this approach as part of the board of directors’ and Committee’s self-evaluation process.

When considering nominees, the Committee also may consider whether the candidate possesses the qualifications, experience, and skills it considers appropriate in the context of the board of directors’ overall composition and needs, the candidate’s ability to commit the time required to serve as an effective member of our board of directors, and (for incumbent nominees) his or her attendance at meetings over the preceding year.

To assist it with its evaluation of the director nominees for election at the Annual Meeting, the Committee took into account the factors listed above. Under the heading Director Nominee Biographies, we provide an overview of each nominee’s principal occupation, business experience, and other directorships of publicly-traded companies, together with the key attributes, experience, and skills the Committee and the board of directors believe will best serve the interests of the board, the Company, and our stockholders.

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Stockholder Proposed Nominees

Stockholders who wish to submit nominees for election at an annual meeting of stockholders should follow the procedure described under the heading Other Information – Stockholder Proposals for 2015 Annual Meeting – Stockholder Nomination of Director Candidates. The Nominating and Governance Committee applies the same standards in considering candidates submitted by stockholders as it does in evaluating other candidates. For additional information about the stockholder nominee submission process, please see our Bylaws, which are available on the Investor Relations page of our website at http://investor.visa.com under “Corporate Governance.”

Majority Voting Standard and Director Resignation Policy for Director Elections

Our Bylaws and Corporate Governance Guidelines provide for a majority voting standard for uncontested elections of directors. This standard states that in uncontested director elections, a director nominee will be elected only if the number of votes cast FOR the nominee exceeds the number of votes cast AGAINST the nominee. To address the “holdover” director situation under the Delaware General Corporation Law pursuant to which a director remains on the board of directors until his or her successor is elected and qualified, our Corporate Governance Guidelines require each incumbent nominee to submit an irrevocable contingent resignation letter prior to the mailing of the proxy statement for an annual meeting at which the nominee’s candidacy will be considered. If the nominee does not receive more votes cast FOR than AGAINST his or her election, our Nominating and Corporate Governance Committee will recommend to the board of directors that the board accept the nominee’s contingent resignation, unless the board determines that acceptance of the resignation would not be in the best interests of the Company and its stockholders. The board of directors will decide whether to accept or reject the contingent resignation at its next regularly scheduled meeting, but in no event later than 120 days following certification of the election results. The board of directors’ decision and its reasons will be promptly disclosed in a periodic or current report filed with the SEC.

Board of Directors and Committee Self-Evaluations

Our board of directors and each of the Audit and Risk, Compensation, and Nominating and Corporate Governance committees conduct an annual self-evaluation, which includes a qualitative assessment by each director of the performance of the board of directors and the committee or committees on which the director serves. The board also conducts an annual peer review, which is designed to assess individual director performance. The evaluations and peer review are conducted via oral interviews by a third party legal advisor selected by the board, using as the basis for discussion a list of questions that are provided to each director in advance. The results of the evaluation and any recommendations for improvement are compiled in a confidential written report, which is circulated to all directors and then is discussed with the Nominating and Corporate Governance Committee and the full board. The Nominating and Corporate Governance Committee oversees the evaluation process.

Code of Business Conduct and Ethics

Our board of directors has adopted a written Code of Business Conduct and Ethics, which applies to all employees and directors of the Company. Additionally, the board of directors has adopted a supplemental Code of Ethics for Senior Financial Officers, which applies to our Chief Executive Officer, Chief Financial 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 will be held accountable for their adherence to the Codes.

A copy of each of the Codes is available on the Investor Relations page of our website at http://investor.visa.com under “Corporate Governance.” If we amend or grant any waiver from a provision of our Codes, 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 the address above or by filing a current report on Form 8-K with the SEC.

Director Orientation and Continuing Education

Orientation and continuing education of the board of directors is an important component of our corporate governance, since we believe our stockholders are best served by directors who are well informed regarding our business, industry, the legal and regulatory environment in which we operate, our compliance and ethics standards and associated training programs, and other matters relevant to board service. Accordingly, the board has adopted Guidelines for Director

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Orientation and Continuing Education pursuant to which all new directors are required to receive internal orientation within two months of becoming a director. Continuing directors may attend the orientation sessions and also are encouraged to participate in external educational programs in order to maintain the necessary level of expertise to perform their responsibilities as directors. We will reimburse directors for the reasonable costs of attending external education programs, up to a maximum of $15,000 per calendar year.

In addition to external education programs, we regularly provide our directors with continuing education on our business, strategies, competitive landscape, risks, and other relevant issues, and information and training on ethics and compliance. The board also receives quarterly written updates regarding newsworthy or significant trends and developments in corporate governance, ethics, and compliance.

Political Contributions and Lobbying Policy

In order to provide greater transparency to our stockholders regarding our political giving and to ensure board-level oversight of our political participation, lobbying and contributions, the Nominating and Corporate Governance Committee of our board of directors has adopted and publicly disclosed a Political Participation, Lobbying, and Contributions Policy. The Policy prohibits our directors 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 and employees also may not lobby government officials on the Company’s behalf absent the pre-approval of the Company’s Government Relations department. As such, our lobbying and political spending seek to promote the interests of the Company and its stockholders, and not the personal political preferences of our directors or employees.

Under the Policy, the Nominating and Corporate Governance Committee must pre-approve the use of corporate funds for political contributions, including contributions made to trade associations to support targeted political campaigns and contributions to organizations registered under Section 527 of the U.S. federal tax code to support political activities. The Policy also requires us to prepare and present to the Nominating and Corporate Governance Committee an annual report itemizing our political contributions, and to disclose this report to the public. A copy of the report is available on our website at http://corporate.visa.com under “Corporate Responsibility.”

In response to stockholder engagement, in April 2013 the Nominating and Corporate Governance Committee approved amendments to the Policy to further require that the Company make reasonable efforts to obtain from U.S. trade associations whose annual membership dues exceed $25,000 the portion of such dues that are used for political contributions. This information must then be included in our annual contributions report, which is published on our website. In addition, the Nominating and Corporate Governance Committee approved amendments to the Policy requiring us to prepare and present to the Committee an annual report itemizing our lobbying expenditures, which must include information regarding any memberships in and payments to tax exempt organizations that write and endorse model legislation.

The Nominating and Corporate Governance Committee will continue to review the Policy each year, to determine if further amendments are needed. To obtain a copy of the Policy, and for additional information regarding our political activities, please visit our website at http://corporate.visa.com under “Corporate Responsibility.”

Communication with the Board of Directors

Our board of directors has adopted a formal process by which stockholders or other interested persons may communicate with the board or any of its members. Stockholders and other interested parties may send communications in writing to any or all directors (including the Chair or the non-employee directors as a group) electronically to board@visa.com or by mail c/o our Corporate Secretary, P.O. Box 8999, San Francisco, CA 94128-8999. Communications that meet the procedural and substantive requirements of the process approved by the board of directors will be delivered to the specified member of the board of directors, non-employee directors as a group or all members of the board of directors, as applicable, on a periodic basis, which generally will be in advance of or at each regularly scheduled meeting of the board of directors. Communications of a more urgent nature will be referred to the General Counsel, the Corporate Secretary, or the Senior Vice President, Corporate Legal, who will determine whether it should be delivered more promptly. Additional information regarding the procedural and substantive requirements for communicating with our board of directors may be found on our website at http://investor.visa.com, under “Corporate Governance – Communication with the Board of Directors.”

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All communications involving accounting, internal accounting controls, and auditing matters, possible violations of, or non-compliance with, applicable legal and regulatory requirements or the Codes, 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 within the United States or the AT&T International Toll-Free Dial codes available online at http://www.business.att.com/bt/access.jsp outside of the United States, through our Confidential Online Compliance Hotline at https://visa.alertline.com, or by mail to Visa Inc., Business Conduct Office, P.O. Box 8999, San Francisco, CA 94128-8999. All such communications will be handled in accordance with our Whistleblower Policy, a copy of which may be obtained by contacting our Corporate Secretary.

The acceptance and forwarding of a communication to any director does not imply that the director owes or assumes any fiduciary duty to the person submitting the communication, all such duties being only as prescribed by applicable law.

Availability of Corporate Governance Documents

To learn more about Visa’s corporate governance and to view our Corporate Governance Guidelines, Code of Business Conduct and Ethics, Code of Ethics for Senior Financial Officers, and the charters of each of the board of directors’ committees, please visit the Investor Relations page of our website at http://investor.visa.com under “Corporate Governance.” Copies of these documents also are available in print free of charge by writing to our Corporate Secretary at Visa Inc., P.O. Box 8999, San Francisco, CA 94128-8999.

Size of the Board of Directors

In November 2012, the size of our board increased from ten to eleven members with the appointment of Charles W. Scharf as our Chief Executive Officer and as a director. Subsequently, in April 2013 the size of our board decreased from eleven to ten members when Joseph W. Saunders, our Executive Chairman and former Chief Executive Officer, retired.

In November 2013, Gary P. Coughlan provided notice of his decision not to stand for re-election at the Annual Meeting. Also in November 2013, the board nominated Alfred F. Kelly, Jr. and Maynard G. Webb, Jr. for election as directors at the Annual Meeting. If Mr. Kelly and Mr. Webb are elected to the board by our stockholders, the size of the board will increase from ten to eleven members.

Attendance at Board, Committee and Annual Stockholder Meetings

Our board of directors 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 of directors met 11 times during fiscal year 2013. Each director attended at least 75% or more of the aggregate of: (i) the total number of meetings of the board and independent directors held during fiscal year 2013, and (ii) the total number of meetings held by all committees of the board on which such director served during fiscal year 2013. The total number of meetings held by each committee is set forth below, under the heading Committees of the Board of Directors.

It is our policy that all members of the board should endeavor to attend annual meetings of stockholders at which directors are elected. All of our directors attended the 2013 annual meeting of stockholders.

Executive Sessions of the Board of Directors

The non-employee, independent members of our board of directors and all committees of the board meet in executive session without management present at each regularly scheduled in-person board and committee meeting, and on an as-needed basis during telephonic and special meetings. Robert W. Matschullat, our independent Chair, presides over executive sessions of the board of directors and the committee chairs, each of whom is independent, preside over executive sessions of the committees.

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Committees of the Board of Directors

The current standing committees of the board of directors are the Audit and Risk Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee. Each of the standing committees operates pursuant to a written charter, which is available on the Investor Relations page of our website at http://investor.visa.com under “Corporate Governance.”

The following table provides a summary of our current committee structure and membership information for each committee.

Name		Audit and Risk Committee		Compensation Committee		Nominating and Corporate Governance Committee
Gary P. Coughlan
Mary B. Cranston		C
Francisco Javier Fernández-Carbajal
Robert W. Matschullat*		EO		EO		EO
Cathy E. Minehan
Suzanne Nora Johnson						C
David J. Pang
William S. Shanahan				C
John A. C. Swainson

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The following tables provide further information regarding the principal roles and responsibilities of each committee. For a more comprehensive description of committee functions, please refer to the committee charters.

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We compensate non-employee directors for their service on the board in a combination of cash and equity that is commensurate with their role and involvement, and consistent with peer company practices. In setting director compensation, we consider the significant amount of time our directors will expend in fulfilling their duties as well as the skill level required of our board of directors. Neither Mr. Saunders, who was our Executive Chairman for a portion of the fiscal year, nor Mr. Scharf, who became our Chief Executive Officer and a director on November 1, 2012, received additional compensation for their service as directors.

The Compensation Committee, which is comprised solely of independent directors, has the primary responsibility for reviewing and considering any revisions to our director compensation program. In fiscal year 2013, the Compensation Committee undertook its annual review of the type and form of compensation paid to our non-employee directors in connection with their service on the board of directors and its committees. The Compensation Committee considered the results of an independent review completed by Frederic W. Cook & Co., the Compensation Committee’s independent compensation consultant. As part of this review, Cook & Co. analyzed non-employee director compensation trends and reviewed data from companies comprising the same peer group adopted for review of our executive compensation program. No changes were made to the annual compensation of our non-employee directors for fiscal year 2013 other than establishing an additional annual retainer for the new role of independent Chair of the board.

Annual Retainers Paid in Cash

Each non-employee director receives an annual cash retainer for his or her service on the board of directors, as well as additional cash retainers if he or she serves as the independent Chair, the Lead Director, on a committee or as the chair of a committee. The following table lists the cash retainer amounts in effect during fiscal year 2013.

All cash retainers are paid in quarterly installments throughout the year. For portions of fiscal year 2012 and 2013, several members of the board spent additional time in connection with succession planning for the position of our Chief Executive Officer. At the completion of this succession planning process, the board of directors approved a special bonus of $20,000 to each of these board members. In addition, directors are reimbursed for customary expenses incurred while attending meetings of the board of directors and its committees.

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Equity Compensation

Each non-employee director also receives an annual stock grant. For fiscal year 2013, a grant with a value of $175,000 was awarded on November 19, 2012. Grants to U.S.-based directors were made in the form of restricted stock and grants to non-U.S.-based directors were made in the form of restricted stock units. In each case, the shares and units vest on the first anniversary of the grant dates, but may be accelerated upon completion of service on the board of directors or in other limited circumstances.

Stock Ownership Guidelines

The stock ownership guidelines for our non-employee directors specify that each director should own shares of our common stock equal to five times the annual board membership retainer. Equity interests that count toward the satisfaction of the ownership guidelines include shares owned outright by the director, shares jointly owned, and restricted shares and restricted stock units payable in shares. Directors have five years from the date they become a member of the board to attain these ownership levels. Each non-employee director currently meets or exceeds the ownership guidelines. We also have an insider trading policy which, among other things, prohibits directors from hedging the economic risk of their stock ownership or pledging their shares.

Charitable Matching Gift Program

Our non-employee directors may participate in our Board Charitable Matching Gift Program. Under this program, Visa will match contributions to eligible non-profit organizations, up to a maximum of $15,000 per director per calendar year.

Director Compensation Table

The following tables provide information on the total compensation earned by each of our non-employee directors during fiscal year 2013.

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Fees Earned or Paid in Cash

The following table sets forth additional information with respect to the amounts reported in the “Fees Earned or Paid in Cash” column in the Director Compensation Table above for fiscal year 2013.

At the Annual Meeting, our stockholders will be asked to consider eleven nominees for election to our board of directors. If elected, all of the nominees will serve for a one-year term until the 2015 annual meeting of stockholders, and until their successors, if any, are elected or appointed, or their earlier death, resignation, retirement, disqualification or removal.

The names of the eleven nominees for director, their current positions and offices, ages, and board committee memberships are set forth under the heading Director Nominee Biographies. All of the nominees, other than Alfred F. Kelly, Jr. and Maynard G. Webb, Jr., are current Visa directors who were elected by our stockholders at the 2013 annual meeting of stockholders. Gary P. Coughlan is not standing for re-election at the Annual Meeting. Alfred F. Kelly, Jr. and Maynard G. Webb, Jr. were brought to the Nominating and Corporate Governance Committee’s attention by a search firm the Committee engaged to assist it in identifying potential director nominees. With the exception of Mr. Scharf, all of the nominees have been determined by our board to be independent.

Our Nominating and Corporate Governance Committee reviewed the qualifications of each of the nominees, including Mr. Kelly and Mr. Webb, and recommended to our board of directors that each nominee be submitted to a vote of our stockholders at the Annual Meeting. The board unanimously approved the Committee’s recommendation. If Mr. Kelly and/or Mr. Webb are elected to the board by our stockholders, the size of the board will increase accordingly.

The board of directors expects each nominee to be able to serve if elected. If any director nominee is unable or unwilling to serve as a nominee at the time of the Annual Meeting, the persons named as proxies may vote for a substitute nominee chosen by the present board of directors to fill the vacancy. In the alternative, the proxies may vote just for the remaining nominees, leaving a vacancy that may be filled at a later date by the board of directors, or the board of directors may reduce the size of the board.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” ALL

NOMINEES TO SERVE AS DIRECTORS.

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The following is additional information about each of the director nominees as of the date of this proxy statement, including their business experience, director positions held currently or at any time during the last five years, involvement in certain legal or administrative proceedings, if applicable, and the experiences, qualifications, attributes or skills that caused the Nominating and Corporate Governance Committee and our board of directors to determine that the nominee should serve as one of our directors.

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Except where otherwise indicated, we believe that the stockholders named in the tables below have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them. The tables assume that the total number of shares of our Class A common stock outstanding as of December 3, 2013 was 505,850,306.

Directors, Director Nominees and Executive Officers

The following table sets forth information known to the Company as of December 3, 2013 with respect to beneficial ownership of our Class A common stock by:

None of the named executive officers, directors and director nominees, individually, or the directors, director nominees and executive officers as a group, beneficially owned 1% or more of the total number of shares of our Class A common stock outstanding as of December 3, 2013.

The address of each director, director nominee, and executive officer is c/o Visa Inc., P.O. Box 8999, San Francisco, CA 94128-8999.

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Principal Stockholders

The following table shows those persons known to the Company as of December 31, 2012 to be the beneficial owners of more than 5% of the Company’s Class A common stock. In furnishing the information below, the Company has relied on information filed with the SEC by the beneficial owners.

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Section 16(a) of the Exchange Act requires our directors, executive officers, and persons who beneficially own more than ten percent of our Class A common stock, to file initial reports of ownership and reports of changes in ownership of our common stock and our other equity securities with the SEC, and to furnish copies of such reports to the Company. Based solely on our review of the reports provided to us and on representations received from our directors and executive officers that no annual Form 5 reports were required to be filed by them, we believe that all of our executive officers, directors and persons who beneficially own more than ten percent of our Class A common stock complied with all Section 16(a) filing requirements applicable to them with respect to transactions during fiscal year 2013.

Biographical data for each of our current executive officers is set forth below, excluding Mr. Scharf’s biography, which is included under the heading Director Nominee Biographies above.

Ryan McInerney is the President of Visa Inc. Prior to joining Visa in June 2013, Mr. McInerney held several executive positions at JPMorgan Chase & Co., a global financial services firm, including Chief Executive Officer of Consumer Banking from 2010 to 2013, Chief Operating Officer for Chase’s Home Lending division from 2009 to 2010, Chief Risk Officer for Chase’s consumer businesses from 2008 to 2009, and Chief Marketing Officer for Consumer Banking from 2005 to 2008. Before joining JPMorgan Chase, he was a Principal at McKinsey & Company and worked in the firm’s payments and retail banking practices from 1997 until 2005. Mr. McInerney holds a Bachelor of Business Administration degree in Finance from the University of Notre Dame.

Byron H. Pollitt is the Executive Vice President and Chief Financial Officer of Visa Inc. Mr. Pollitt was appointed as Chief Financial Officer of the Company in October 2007, having previously served as the Executive Vice President and Chief Financial Officer at the Gap Inc., a global specialty retailer, from January 2003 until September 2007. From 1990 until January 2003, Mr. Pollitt worked at The Walt Disney Company, a diversified worldwide entertainment company, including most recently as the Executive Vice President and Chief Financial Officer of Walt Disney Parks and Resorts. Mr. Pollitt holds a Bachelor of Science degree in Business Economics from the University of California, Riverside and a Master of Business Administration degree from Harvard Business School.

Joshua R. Floum is the Executive Vice President and General Counsel of Visa Inc. Mr. Floum was appointed as General Counsel of the Company in October 2007, prior to which he served as Executive Vice President, General Counsel and Secretary of Visa U.S.A. from January 2004 until October 2007. He was the Corporate Secretary of Visa Inc. from October 2007 until July 2010. Prior to joining Visa U.S.A., Mr. Floum was a partner in the law firms of Holme, Roberts & Owen LLP from 2001 to 2004, Legal Strategies Group from 1996 to 2001, and Heller Ehrman White & McAuliffe LLP from 1985 to 1996. Mr. Floum holds a Bachelor of Arts degree in Economics and Political Science from the University of California, Berkeley and a Juris Doctor from Harvard Law School.

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Ellen Richey is the Executive Vice President and Chief Enterprise Risk Officer of Visa Inc. Ms. Richey was appointed as the Company’s Chief Enterprise Risk Officer in October 2007, after having served as the Senior Vice President of Enterprise Risk Management and Executive Vice President of Card Services at Washington Mutual Inc., a financial institution, from October 2005 until June 2006. From October 1999 until October 2005, she served as Vice Chairman of Providian Financial Corporation, until its acquisition by Washington Mutual. At Providian, Ms. Richey also served as the Vice Chairman, Enterprise Risk Management and Chief Legal Officer from 2003 to 2005, General Counsel from 1999 to 2003, Chief Enterprise Risk Officer from 2004 to 2005 and Corporate Secretary from 1999 to 2005. Ms. Richey was a member of the board of directors of Monitise plc from October 2012 until September 2013. She holds a Bachelor of Arts degree in Linguistics and Far Eastern Languages from Harvard University and a Juris Doctor from Stanford Law School.

Elizabeth Buse is the Executive Vice President, Solutions of Visa Inc. Ms. Buse was appointed as the Global Executive, Solutions of the Company in May 2013, prior to which she served as Group President – APCEMEA from March 2011 to May 2013, as Group Executive – International from March 2010 to March 2011, and as Global Head of Product from October 2007 to March 2010. Previously, Ms. Buse was the Executive Vice President of Product Development and Management for Visa U.S.A. Inc. from January 2002 until October 2007, where she was responsible for the product development cycle, including research, product innovation, new product development and product deployment, and for managing Visa U.S.A.’s consumer, small business and commercial products. Before joining Visa U.S.A. in 1998, she served as Vice President of strategic initiatives for the Electronic Funds Division of First Data Corporation, from 1996 to 1998. She was a member of the board of directors of Monitise plc from July 2010 to October 2012 and Artio Global Investors, Inc., where she served as Chair of the Compensation Committee, from September 2009 until January 2013. Ms. Buse holds a Bachelor of Arts degree in Spanish Linguistics from the University of California, Los Angeles and a Master of Business Administration degree from the Haas School of Business at the University of California, Berkeley.

William M. Sheedy is the Executive Vice President, Corporate Strategy, M&A and Government Relations of Visa Inc. He was appointed as the Global Executive, Corporate Strategy, M&A and Government Relations in May 2013, after having served in a variety of leadership roles with the Company, including Group President – Americas from March 2011 until May 2013, Group Executive – Americas from October 2009 to March 2011, Group President of the North America region from July 2009 to October 2009, President of the North America region from September 2008 to July 2009, and Global Head of Corporate Strategy and Business Development from October 2007 to September 2008. He also served as the Executive Vice President of Finance and Accounting of Visa Inc., acting in the capacity of principal financial officer, from June 2007 until the completion of Visa’s reorganization in October 2007. Previously, he was the Executive Vice President of Interchange Strategy and Corporate Restructuring Initiatives at Visa U.S.A., and in November 2006 assumed responsibility for all financial-related matters associated with the reorganization. From 1990 until joining Visa U.S.A. in 1993, he was employed as a Senior Financial Manager in Corporate Finance at Ford Motor Company’s First Nationwide Bank. Mr. Sheedy holds a Bachelor of Science degree in Finance from West Virginia University and a Master of Business Administration degree from the University of Notre Dame.

Antonio Lucio is the Executive Vice President and Chief Brand Officer of Visa Inc. He was appointed as the Company’s Chief Brand Officer in January 2013, and previously served as its Chief Marketing Officer from February 2008 and Global Head of Human Resources from September 2012 to January 2013. Prior to joining Visa Inc. in December 2007, Mr. Lucio was the Chief Innovation and Health and Wellness Officer for PepsiCo Inc. from 2005 until December 2007, the Senior Vice President and Chief Marketing Officer of PepsiCo Beverages International from 2000 to 2004, and the Vice President of Marketing Operations of PepsiCo International from 1999 to 2000. He was also the Vice President of Marketing for South America and the Caribbean for PepsiCo from 1996 to 1999 and the General Manager Designate of Pepsi-Cola North America from 1995 to 1996. Before joining PepsiCo, Mr. Lucio was the Director of Marketing at Kraft General Foods from 1985 to 1995. Mr. Lucio holds a Bachelor of Arts degree in History from Louisiana State University.

Rajat Taneja is the Executive Vice President, Technology of Visa Inc. Prior to joining Visa in November 2013, Mr. Taneja was Executive Vice President and Chief Technology Officer of Electronic Arts Inc., from October 2011 until November 2013. From 1996 until 2011, Mr. Taneja 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. Mr. Taneja holds a Bachelor of Science degree in Electrical Engineering from Jadavpur University and a Master of Business Administration degree from Washington State University.

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This Compensation Discussion and Analysis describes our executive compensation philosophy and programs, compensation decisions made under those programs, and factors considered in making these decisions for our named executive officers.

Visa experienced several significant management changes during fiscal year 2013. On November 1, 2012, Charles W. Scharf succeeded Joseph W. Saunders as our Chief Executive Officer. Mr. Saunders continued to serve as our Executive Chairman providing succession services to the Company until his retirement on March 31, 2013. Other management changes during the fiscal year included the appointment of Ryan McInerney as our President, and the assumption of new roles in the organization by Elizabeth Buse and William M. Sheedy. As a result of these changes, our named executive officers for fiscal year 2013 were:

On March 31, 2013, John Partridge stepped down as our President. Mr. Partridge’s fiscal year 2013 compensation did not place him among the named executive officers for inclusion in this proxy statement.

Executive Summary

Highlights of our Compensation Programs

What We Do:				Tie Pay to Performance. A significant portion of each executive officer’s target annual compensation is tied to corporate and individual performance.
				Conduct an Annual Say-on-Pay Vote. As a result of the Company’s outreach to stockholders in 2010, we determined that it would be appropriate and consistent with our stockholders’ interests to conduct an annual Say-on-Pay advisory vote. At our 2013 annual meeting of stockholders, more than 97% of the votes cast on the Say-on-Pay proposal were in favor of the fiscal year 2012 compensation of our named executive officers. Similarly, at our 2012 annual meeting of stockholders, more than 98% of the votes cast on the Say-on-Pay proposal were in favor of the fiscal year 2011 compensation of our named executive officers.
				Employ a Clawback Policy. Our Clawback Policy allows the board of directors to recoup any excess incentive compensation paid to our named 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.
				Retain an Independent Compensation Consultant. The Compensation Committee engages an independent compensation consultant, who does not provide services to management.

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What We Do: (continued)				Utilize Stock Ownership Guidelines. We have significant stock ownership guidelines, which require our executive officers and directors to hold a percentage of their annual compensation in equity.
				Provide 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 new Chief Executive Officer and President.
				Have Double-Trigger Severance Arrangements. Our Executive Severance Plan and equity award agreements require a qualifying termination of employment in addition to a change of control of Visa before change of control benefits or accelerated equity vesting are triggered.
				Mitigate Inappropriate Risk Taking. 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 awards under our annual cash incentive and long-term incentive plans.
				Prohibit Hedging and Pledging. Our insider trading policy prohibits all employees and directors from hedging or pledging the economic interest in the Visa shares they hold.
What We DO NOT Do:				Provide 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.
				Enter into Employment Agreements. Employment of our executive officers is “at will” and may be terminated by either the Company or the employee at any time. Our only remaining employment agreement with Joseph W. Saunders expired on March 31, 2013.

Compensation Philosophy

The key principle of our compensation philosophy is pay for performance. Several of our compensation programs, therefore, are intended to align our named executive officers’ interests with those of our stockholders by rewarding performance that meets or exceeds the goals the Compensation Committee establishes with the objective of increasing stockholder value. Consistent with our pay for performance philosophy, the total compensation received by our named executive officers will vary based on corporate and individual performance measured against annual and long-term performance goals. Our named executive officers’ annual target compensation is comprised of a mix of base salary, annual incentive compensation, and long-term incentive awards.

Fiscal Year 2013 Financial Highlights

Visa delivered another year of strong financial results in fiscal year 2013. The following table summarizes our key financial results for fiscal years 2013 and 2012. Please see the section entitled Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for a more detailed discussion of our fiscal year 2013 financial results.

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The closing price of our Class A common stock was $134.28 on the last trading day of the previous fiscal year and was $191.10 on September 30, 2013, reflecting a 42.3% increase in stock price.

How Fiscal Year 2013 Named Executive Officer Compensation Is Tied to Company Performance

Our corporate performance was a key factor in our fiscal year 2013 named executive officer compensation program:

Certain Fiscal Year 2013 Executive Compensation Actions

Our fiscal year 2013 compensation program also was influenced by our need to attract, retain and motivate our executive management through the critical transition period in our leadership.

Compensation of our New Executive Officers

On November 1, 2012, Charles W. Scharf, an executive with more than 25 years of financial services, payments systems and leadership experience, became our Chief Executive Officer. Mr. Scharf previously served as the Chief Executive Officer of Retail Financial Services for JPMorgan Chase & Co. and was a director of Visa Inc. and its predecessor, Visa U.S.A., from 2003 to 2011. In addition, on June 3, 2013, Ryan McInerney, an experienced executive in the consumer banking and payments industries, joined us as our new President.

When developing the compensation packages for each of Mr. Scharf and Mr. McInerney, which are described beginning on page 57, the Compensation Committee sought to provide competitive ongoing target annual compensation that is consistent with our pay for performance compensation philosophy and internal pay structure. In addition, in order to incent Mr. Scharf and Mr. McInerney to join Visa, the Compensation Committee offered them one-time “make-whole” equity

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awards to buy out their existing equity and other compensation that was forfeited when they left their former employer. Mr. McInerney also received a sign-on bonus to compensate him for bonus payments that were forfeited upon leaving his former employer. These make-whole equity awards and the sign-on bonus are not a part of Mr. Scharf’s and Mr. McInerney’s ongoing compensation. They are one-time payments that the Compensation Committee determined to be necessary to successfully recruit Mr. Scharf and Mr. McInerney for these critical roles. In making its determinations, the Compensation Committee relied on market data about pay and pay practices for our compensation peer group, estimated values of forfeitable compensation, and advice from its independent compensation consultant and Visa’s external legal counsel with expertise in executive compensation matters.

Other Compensation Decisions

As part of the transition to our new Chief Executive Officer, the Compensation Committee also determined that it was critical to retain several key executives to promote continuity in senior management during the period of leadership change. As a result, the Compensation Committee approved retention equity grants to each of Mr. Pollitt, Ms. Buse and Mr. Sheedy in November 2012. These grants are described under the heading Retention Grants on page 69.

From November 1, 2012 until his retirement on March 31, 2013, Joseph W. Saunders served as our Executive Chairman providing succession services, including transitioning his duties, key initiatives, and key relationships to Mr. Scharf. Pursuant to the terms of his employment agreement, during this transition period Mr. Saunders received pro rata compensation in the form of base salary, annual incentive compensation and long-term incentive compensation for providing these services. Other than a payment of $30,878 for continued health care benefits in accordance with the terms of his employment agreement, Mr. Saunders did not receive any severance or other special payments in connection with his retirement.

Say-on-Pay

Our board of directors, our Compensation Committee and our management value the opinions of our stockholders. As a result of the Company’s outreach to stockholders in 2010, the board and Compensation Committee determined that it would be appropriate and consistent with our stockholders’ interests to conduct an annual Say-on-Pay vote. At the 2013 annual meeting of stockholders, more than 97% of the votes cast on the Company’s annual Say-on-Pay proposal supported our named executive officer compensation program. We believe these results represent strong investor support of our overall compensation philosophy and decisions for fiscal year 2012. Accordingly, the Compensation Committee did not make any changes to our executive compensation program for fiscal year 2013 in response to the outcome of the Say-on-Pay advisory vote at our 2013 annual meeting of stockholders. Nevertheless, the Compensation Committee regularly reviews and adjusts our executive compensation program to ensure the program remains competitive and aligned with our stockholders’ interests. For more information regarding our annual Say-on-Pay proposal for fiscal year 2013, see Proposal 2 – Advisory Vote on the Compensation of our Named Executive Officers.

Setting Executive Compensation

Our Compensation Committee, which is comprised of four independent directors, is responsible for establishing and reviewing the overall compensation philosophy and program for our named executive officers. Before the end of each fiscal year, the Compensation Committee begins its review of our compensation program to determine if our compensation levels remain competitive with our peer companies and if any changes should be made to the program for the next fiscal year. At the beginning of each fiscal year, the Compensation Committee determines the principal components of compensation for the named executive officers for that fiscal year and sets the performance goals for each corporate performance-based compensation component. The Chief Executive Officer sets individual performance goals for each of the other named executive officers, which are reviewed by the Compensation Committee. The Compensation Committee then meets regularly throughout the year, with management and in executive session, and reviews the Company’s performance to date against the corporate performance goals. As discussed in detail under the heading Risk Assessment of Compensation Programs, when establishing the target annual compensation program for our named executive officers, the Compensation Committee takes into consideration the potential risks associated with the program and designs it such that the mix of cash and equity-based compensation provides the proper incentive without encouraging excessive risk taking.

After the end of the fiscal year, the Compensation Committee conducts a multi-part review of named executive officer and Company performance for the preceding fiscal year and makes annual compensation determinations. The Compensation Committee’s objective is to ensure that the level of compensation 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

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performance of each named executive officer (other than his own performance, which is reviewed by the Compensation Committee) relative to his or her 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. The 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. In connection with his own performance review, the Chief Executive Officer prepares a self-assessment, which is presented to and discussed by the Compensation Committee and the full board of directors. When making compensation decisions for our Chief Executive Officer and other named executive officers, the Compensation Committee considers the views of the other independent members of the board of directors.

Our Compensation Committee has the sole authority to retain or replace, as necessary, compensation consultants to provide it with independent advice. The Compensation Committee has engaged Frederic W. Cook & Co., which we refer to as Cook & Co., as its independent consultant to advise it on executive and non-employee director compensation matters. This selection was made without the input or influence of management. Under the terms of its agreement with the Compensation Committee, Cook & Co. will not provide any other services to the Company, unless directed to do so by the Compensation Committee. During fiscal year 2013, Cook & Co. provided no services to the Company other than to advise the Compensation Committee on executive and non-employee director compensation issues. In addition, at the start of fiscal year 2014, the Compensation Committee conducted a formal evaluation of the independence of Cook & Co. and, based on this review, did not identify any conflict of interest raised by the work Cook & Co. performed in fiscal year 2013. When conducting this evaluation, the Compensation Committee took into consideration the factors set forth in Exchange Act Rule 10C-1 and the NYSE’s listing standards.

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Compensation Philosophy and Objectives

Our Philosophy

Our Compensation Committee believes that the most effective executive compensation program balances the achievement of specific annual, long-term and strategic goals and aligns our named executive officers’ interests with those of our stockholders by rewarding performance that meets or exceeds established goals, with the ultimate objective of increasing stockholder value. Accordingly, a significant percentage of each named executive officer’s total compensation is allocated to performance-based compensation consistent with our pay for performance philosophy. Although our Compensation Committee has not adopted any formal guidelines for allocating target annual compensation between cash and non-cash, and between annual and long-term incentive compensation, we maintain compensation plans that tie a substantial portion of our named executive officers’ overall target annual compensation to the achievement of our corporate performance goals. The Compensation Committee employs multiple performance measures and strives to award an appropriate mix of annual and long-term equity incentives to avoid overweighting short-term objectives.

As further illustrated in the following charts, approximately 88% of our Chief Executive Officer’s fiscal year 2013 target annual compensation was performance-based and approximately 83% of the average of our other named executive officers’ fiscal year 2013 target annual compensation was performance-based (excluding certain one-time payments and compensation paid to Mr. Saunders.)

Peer Group

As part of its annual compensation process, the Compensation Committee reviewed with Cook & Co. an analysis of our fiscal year 2013 executive compensation program, including the aggregate level of total compensation and the combination of elements used to compensate our named executive officers. It then compared the compensation of our named executive officers to the compensation of named executive officers of other companies. In particular, the Compensation Committee reviewed compensation levels at the 50^th percentile of our compensation peer group as a reference point of competitive compensation levels. The review was based on public information and data from Towers Watson’s Compensation Data Bank regarding compensation paid by publicly-traded peer companies of similar size and focus, including financial services, processing and technology companies, which we refer to, collectively, as our compensation peer group.

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Our Compensation Committee used the criteria set forth in the following table to identify companies for inclusion in our compensation peer group for fiscal year 2013:

Taking all of these criteria into consideration, the Compensation Committee selected the companies listed in the following table as the compensation peer group for fiscal year 2013:

Prior to April 1, 2013, our compensation peer group was selected from companies with between $15 billion and $260 billion in market capitalization and divided into two groups (“equivalent-sized” peers and “large” peers) for purposes of the Compensation Committee’s comparison. For equivalent-sized peers (revenues generally less than $40 billion), the Compensation Committee selected comparative positions that most accurately reflected the responsibilities of our named executive officers. For large peers (revenues generally greater than $40 billion), the Compensation Committee selected comparative positions at the business unit level, where available, and positions with reporting levels that were generally one reporting level below comparable positions at Visa and the equivalent-sized peers. Where business unit or next level positions were not available at the large peers, the Compensation Committee focused on the data of the equivalent-sized peers, but also reviewed the data of comparable positions at the large peers. Total asset size was a supplementary measure that the Compensation Committee reviewed; however, it was not a primary determinant for the composition of the compensation peer group.

In April 2013, the Compensation Committee reviewed the companies comprising our compensation peer group and changed the criteria used to determine the peer group companies. In order to reflect Visa’s growth, the changes included increasing the size of the market capitalization for equivalent-sized peers to between $17 billion and $400 billion, and increasing the revenues for such peers to up to $50 billion. After a review of the companies meeting these criteria, the Compensation Committee maintained the same set of equivalent-sized peers as all the companies met the increased criteria. The Compensation Committee, however, determined that going forward it would eliminate the large peer category from the peer group because it agreed that the data of the equivalent-sized peers was most comparable to Visa. Accordingly, only the equivalent-sized peers listed in the table above were considered by the Compensation Committee when it made its compensation decisions at the end of fiscal year 2013 and when establishing the named executive officer compensation program for fiscal year 2014.

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Competitive Positioning

In order to be competitively positioned to attract and retain key executives, we target total compensation for our named executive officers, including salary, annual incentive targets and long-term incentive targets, at the 50^th percentile of compensation paid to similarly situated executive officers of our compensation peer group. The actual level of our named executive officers’ total direct compensation is determined based on both individual and corporate performance and can exceed the 50^th percentile for those named executive officers who demonstrate exceptional experience, skills, competencies, and performance.

The one-time make-whole equity awards to our new Chief Executive Officer and President, and the special retention grants made to certain named executive officers, resulted in fiscal year 2013 total compensation that exceeded the 75^th percentile of our peer group’s total compensation. However, each named executive officer’s regular ongoing target annual compensation for fiscal years 2013 and 2014 approximates the 50^th percentile of our peers.

Internal Equity and Tally Sheets

As part of its annual compensation review process, the Compensation Committee also compares our named executive officers’ target annual compensation levels to ensure they are internally equitable. While the internal review is not purely formulaic, the Compensation Committee reviews the ratio of our Chief Executive Officer’s total compensation to that of each other executive officer. The resulting ratios are assessed against comparable ratios at companies of similar size. The Compensation Committee also annually reviews tally sheets for each named executive officer to ensure that it is considering a complete assessment of all compensation and benefits. The tally sheets include each named executive officer’s wealth accumulation, which is comprised of the aggregate amount of equity awards and other long-term benefits accumulated by each named executive officer, and potential payments upon termination or a change of control.

Compensation of our New Executive Officers

Charles W. Scharf

The appointment of Charles W. Scharf as our Chief Executive Officer on November 1, 2012 was the culmination of a multi-year, robust succession planning process led by our board of directors. After evaluating all of the potential candidates, the board of directors determined that Mr. Scharf’s extensive industry and leadership experience, as well as his familiarity with the Company’s business, operations, and strategies, made him uniquely qualified to serve as our Chief Executive Officer.

In connection with his appointment, on October 23, 2012, we executed an offer letter with Mr. Scharf. The offer letter, which outlines the terms of Mr. Scharf’s employment, was the result of negotiations between Mr. Scharf and the Company. During the negotiations, the Compensation Committee consulted with Cook & Co., its independent compensation consultant, and Visa’s external legal counsel with expertise in executive compensation matters. The Compensation Committee also reviewed relevant market data and the terms of Mr. Scharf’s compensation arrangements with his previous employer, including the value Mr. Scharf would forfeit with such employer by agreeing to become our Chief Executive Officer. The Compensation Committee and the other independent members of the board determined, in their judgment and based on Mr. Scharf’s experience, qualifications, and skills and prevailing market practices, that the compensation levels, awards and other terms contained in the offer letter were necessary to successfully recruit Mr. Scharf, and would provide him with an ongoing target annual compensation package that is consistent with our pay for performance philosophy. The Compensation Committee and the independent members of the board also felt that Mr. Scharf’s compensation package would appropriately align his interests with those of our stockholders.

Pursuant to the terms of the offer letter, Mr. Scharf receives an annual base salary of $950,000 and was eligible to participate in our annual incentive plan for fiscal year 2013, with a target bonus of 250% of his base salary and a maximum bonus opportunity of 500% of his base salary. Mr. Scharf’s actual annual incentive plan payout for fiscal year 2013 is discussed in detail under the heading Fiscal Year 2013 Compensation – Annual Incentive Plan. In addition, Mr. Scharf was eligible to participate in our long-term performance plan with a target value equal to 500% of his base salary. Mr. Scharf’s actual long-term incentive plan equity awards are discussed under the heading Fiscal Year 2014 Compensation – Long-Term Incentive Compensation.

On November 19, 2012, as required under the terms of his offer letter, Mr. Scharf received a one-time make-whole equity award structured in value, form and timing to replicate compensation that he forfeited by leaving his former employer to

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join Visa. The make-whole equity award was comprised of restricted stock with a grant date value of $13,000,000, which converted into 89,255 shares, and stock options with a grant date value of $6,000,000, which converted into options to purchase 154,759 shares. The make-whole award vested immediately on the date of grant, with respect to that number of restricted shares having a grant date value of $4,447,368, which converted into 30,535 shares, and that number of stock options having a grant date value of $2,052,632, which converted into options to purchase 52,944 shares. The unvested remainder of the make-whole award, or 58,720 restricted shares and options to purchase 101,815 shares, will vest in three substantially equal installments on each of the three anniversaries of the date of grant, assuming Mr. Scharf’s continued employment by the Company through each such date. Upon the occurrence of a qualifying termination of employment at any time following the first anniversary of the date of grant (and conditioned upon the execution and nonrevocation of a release of claims by Mr. Scharf), the make-whole award will become vested, and as applicable, exercisable, with respect to that number of shares that would have become vested and/or exercisable had Mr. Scharf continued his employment with Visa through the twelfth month following his termination of employment. In addition, in the event of such termination of employment, all vested make-whole award stock options will remain exercisable for the remainder of the ten-year term from their date of grant. The Compensation Committee and the independent members of the board viewed the make-whole award as necessary to successfully recruit Mr. Scharf by replacing compensation he forfeited when leaving his former employer. Because the grant of the make-whole equity award is a one-time event, it is not considered to be a part of Mr. Scharf’s ongoing target annual compensation.

During fiscal year 2013, Mr. Scharf also received assistance with his relocation to our headquarters in California in accordance with Visa’s standard relocation policy, as well as reimbursement of up to $10,000 per month for the cost of temporary housing and related expenses through June 30, 2013, plus the cost of up to 12 first-class round-trip flights between the San Francisco Bay Area and New York for Mr. Scharf and/or his family during such period. Mr. Scharf received tax gross-up payments in connection with his taxable income related to the foregoing benefits, pursuant to the terms of our standard relocation policy and his offer letter. We also entered into an aircraft time sharing agreement with Mr. Scharf, which governs Mr. Scharf’s personal use of the Company’s aircraft during his employment and requires his reimbursement to the Company for the incremental operating costs of any such use. Mr. Scharf’s personal use of the corporate aircraft is subject to an annual cap of $500,000. Under this arrangement, in fiscal year 2013, Mr. Scharf’s personal use of the aircraft did not result in any incremental cost to the Company.

Ryan McInerney

On May 20, 2013, we executed an offer letter with Ryan McInerney under which he became our President on June 3, 2013. The offer letter, which outlines the terms of Mr. McInerney’s employment, was the result of negotiations between Mr. McInerney and the Company. During the negotiations, the Compensation Committee consulted with Cook & Co., its independent compensation consultant, and Visa’s external legal counsel with expertise in executive compensation matters. The Compensation Committee also reviewed relevant market data, the compensation levels of our other executive officers, and the terms of Mr. McInerney’s compensation arrangements with his previous employer, including the value Mr. McInerney would forfeit with such employer by agreeing to join Visa. The Compensation Committee and the independent members of the board determined, in their judgment and based on Mr. McInerney’s experience, qualifications, and skills and prevailing market practices, that the compensation levels, awards and other terms contained in the offer letter were necessary to successfully recruit Mr. McInerney, and would provide him with an ongoing annual target compensation package that approximated the 50th percentile of similarly situated executives at companies in our compensation peer group.

Pursuant to the terms of the offer letter, Mr. McInerney receives an annual base salary of $750,000 and was eligible to participate in our annual incentive plan for fiscal year 2013, with a target bonus of 150% of his base salary and a maximum bonus opportunity of 300% of his base salary. As negotiated as part of the offer letter, Mr. McInerney was entitled to receive a minimum bonus payout of $375,000 for fiscal year 2013. Mr. McInerney’s actual payout is described under the heading Fiscal Year 2013 Compensation – Annual Incentive Plan. Mr. McInerney also is eligible to receive a long-term performance bonus with an annual target value equal to $3,750,000. Actual long-term performance bonus amounts are determined after the end of each fiscal year based on an evaluation of both the Company’s performance and his individual performance, and subject to the terms and conditions of the applicable plan. Mr. McInerney’s offer letter provides that for the long-term incentive plan equity award granted in November 2013, his minimum bonus value would be $1,250,000. His actual long-term incentive plan equity award is discussed under the heading Fiscal Year 2014 Compensation – Long-Term Incentive Compensation.

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On June 3, 2013, as required under the terms of his offer letter, Mr. McInerney received a one-time make-whole equity award structured in value, form and timing to replicate compensation that he forfeited by leaving his former employer to join Visa. The make-whole award was comprised of restricted stock with a grant date value of $3,255,000, which converted into 18,064 shares, and stock options with a grant date value of $1,085,000, which converted into options to purchase 24,581 shares. The shares subject to the make-whole award will vest in three substantially equal installments on each of the three anniversaries of the date of grant. Mr. McInerney also received a one-time sign-on bonus of $2,031,250, payable fifty percent, or $1,015,625, in cash shortly after his commencement of employment with the Company and fifty percent in restricted stock with a grant date value of $1,015,625, which converted into 5,636 shares. The equity portion of the sign-on bonus will vest in full on the third anniversary of the date of grant, assuming Mr. McInerney’s continued employment by the Company through such date. Mr. McInerney is obligated to repay a pro-rata portion of the cash portion of the sign-on bonus in the event he voluntarily terminates his employment or he is terminated for cause prior to the one-year anniversary of his commencement of employment with Visa. The Compensation Committee and the independent members of the board viewed the make-whole award and sign-on bonus as necessary to successfully recruit Mr. McInerney by replacing compensation he forfeited when leaving his former employer. Because the grant of the make-whole equity award and the sign-on bonus are one-time events, they are not considered to be a part of Mr. McInerney’s ongoing target annual compensation.

During fiscal year 2013, Mr. McInerney also received assistance with his relocation to our headquarters in California in accordance with Visa’s standard relocation policy, as well as reimbursement for the cost of up to 10 first-class round-trip flights between the San Francisco Bay Area and New York for Mr. McInerney and/or his family to be used by September 1, 2013. Mr. McInerney received tax gross-up payments in connection with his taxable income related to the foregoing benefits, pursuant to the terms of our standard relocation policy and his offer letter.

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Components of Executive Compensation

The table below summarizes the core components of our named executive officers’ compensation, the type of pay and key characteristics of each component, and the intended purpose of paying each compensation element.

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Fiscal Year 2013 Compensation

Base Salary

The Compensation Committee generally targets the 50^th percentile of compensation paid to similarly situated executive officers of our compensation peer group when setting our named executive officers’ base salaries, but may set salaries above or below the median amount based on the expertise, performance or advancement potential of each named executive officer. The base salary levels of our named executive officers typically are considered annually as part of our performance review process, and upon a named executive officer’s promotion or other change in job responsibilities.

During its annual review of the base salaries of our named executive officers for fiscal year 2013, the Compensation Committee considered:

For fiscal year 2013, the Compensation Committee determined that an increase in base salary for each of Mr. Pollitt and Ms. Buse was warranted to better align with the market and retain these executives, particularly once Ms. Buse transitioned to a new role as Executive Vice President, Solutions. In addition, the base salaries for Mr. Scharf and Mr. McInerney were established by the Compensation Committee in their respective offer letters, which, as described above, were based on the Compensation Committee’s review of their experience, qualifications and skills, and prevailing market practices as well as consultations with Cook & Co. and the Company’s external legal counsel with expertise in executive compensation matters.

Annual Incentive Plan

The goals under the Visa Inc. Incentive Plan, which we refer to as the annual incentive plan, are based on corporate performance metrics for the fiscal year. In setting annual incentive levels for our named executive officers, the Compensation Committee targets the 50^th percentile of our compensation peer group.

For fiscal year 2013, the Compensation Committee established a threshold performance level of Net Income and/or Net Revenue Growth that had to be met or exceeded before any payments under the annual incentive plan would be made to our named executive officers. Upon attainment of the threshold levels of Net Income and/or Net Revenue Growth, each named executive officer became eligible to receive a maximum incentive award. The Compensation Committee then exercised negative discretion based on the attainment of the individual and corporate performance measures described below to determine each named executive officer’s actual award amount. The process is intended to permit the entire incentive payment to be considered performance-based compensation under Section 162(m) of the Internal Revenue Code and therefore be tax deductible. The maximum payouts under the annual incentive plan are capped at 200% of each named executive officer’s target annual bonus in order to avoid excessive risk taking by our named executive officers to produce short-term results that may not be aligned with the long-term interests of our stockholders. The threshold corporate performance measure for fiscal year 2013 was achieved, and as a result, the actual annual incentive payments were based on a combination of corporate performance and individual performance as described below.

For the fiscal year 2013 annual incentive plan awards to our named executive officers, the Compensation Committee established that in connection with the Compensation Committee’s exercise of negative discretion, 80% of their awards would be determined based on the achievement of corporate performance measures determined by the Compensation Committee, which are described below. The remaining 20% would be based on individual performance measures. Individual performance measures for the Chief Executive Officer were established with the oversight of the Compensation Committee. Individual performance measures for the other named executive officers were determined by the Chief Executive Officer and reviewed by the Compensation Committee. The Compensation Committee determined that the split of 80% corporate and 20% individual performance goals for our named executive officers appropriately reflects that each of these officers shares the primary goals and objectives of the Company, while recognizing the importance of motivating each of them to achieve goals that increase the value of the Company but relate solely to their specific area of responsibility.

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Corporate Performance Measures and Results for Fiscal Year 2013

The Compensation Committee approved the following corporate performance measures for fiscal year 2013:

The Compensation Committee selected these performance measures because each is closely linked to our stockholders’ interests, by focusing on the growth of our business overall as well as our operating efficiency. After introducing Net Revenue Growth as a second measure in fiscal year 2009 to balance top line growth and Net Income, the Compensation Committee has gradually increased Net Revenue Growth’s weighting, including a change from 35% to 40% for fiscal year 2013.

The specific performance goals for each of threshold, target, and maximum level achievement as well as the actual level of performance achieved for fiscal year 2013 are displayed in the following table (in millions, except percentages):

For purposes of the annual incentive plan payout percentage in fiscal year 2013, our Net Income, as reported, was $4,980 million. Interpolating this result between the target (100% payout) and maximum (200% payout) levels resulted in a payout percentage of 142.3% for this measure.

Our actual Net Revenue Growth of 13.0% for fiscal year 2013 was determined as year-over-year growth in gross operating revenues net of incentives. Interpolating this result between the target (100% payout) and maximum (200% payout) levels resulted in a payout percentage of 162.8% for this measure.

Based on our actual results relative to the corporate goals, weighted 60% for Net Income and 40% for Net Revenue Growth, the Compensation Committee determined that the corporate component of the annual incentive award for each named executive officer would be funded at 150.5% of target.

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Individual Performance Goals and Results for Fiscal Year 2013

The fiscal year 2013 individual goals for each of our named executive officers, other than Mr. McInerney and Mr. Saunders, were set in January 2013. Mr. McInerney’s individual goals were established by the Chief Executive Officer after Mr. McInerney joined the Company in June 2013. The Compensation Committee believes that the performance goals should be consistent with the Company’s strategic objectives and be tied to the individual’s area of responsibility, as appropriate. Additionally, the Compensation Committee intends that performance goals should be reasonably difficult to attain.

After the end of the fiscal year, the Compensation Committee, based on each named executive officer’s self-assessment and Mr. Scharf’s input, reviewed each named executive officer’s progress against their performance goals. When making its award determinations, the Compensation Committee did not assign a specific weighting to any of the individual goals, but instead reviewed the named executive officer’s progress against their individual goals in aggregate. The following is a summary description of the performance goal results for each of the named executive officers.

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