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

 

 

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VISA INC.

 

 

(Name of Registrant as Specified In Its Charter)

 

 

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

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Dear Fellow Stockholder,

On behalf of the Board of Directors, we want to thank you for your investment in Visa and encourage you to submit your proxy at this year’s annual meeting. There are a number of important matters on this year’s agenda, including an amendment to the equity incentive plan, an amendment to the certificate of incorporation to allow the adoption of a special meeting right for Class A common stockholders, and two stockholder proposals, in addition to proposals on the election of directors, say on pay, and auditors. Due to COVID-19, this year’s annual meeting will be held virtually.

COVID-19 has significantly impacted the global economy and our business. Our foremost priority through the pandemic has been the health and safety of our employees, clients, and the communities where we live and operate. While COVID-19 has impacted our financial results, there are many trends that are accelerating the demand for consumer payments, new flows and value-added services, which will help our business as we look ahead. Many small and medium-sized businesses have established and expanded their ecommerce presence, and consumers are increasingly becoming more comfortable making online purchases. In face-to-face transactions, consumers and merchants are recognizing that tap-to-pay payments are safe, easy and secure. Governments around the world have worked with Visa to efficiently provide stimulus and unemployment benefits to their constituents using Visa Direct or prepaid cards.

Visa reached significant milestones in 2020 in our work to drive an inclusive, equitable and sustainable world, including meeting our financial inclusion goal to provide 500 million previously unbanked or underserved people with access to a Visa branded payment account over a five-year period, of which 54% are women and approximately one-third are rural or lower income account holders. We also met our commitment to use 100% renewable electricity by 2020 through energy sources such as solar and wind, and we issued our inaugural $500 million green bond to finance projects in green buildings, renewable energy and energy- and water-efficient operations. Looking forward, Visa has committed to digitally enable 50 million small businesses globally through acceptance of digital payments, building online businesses and incentivizing neighborhood support in an effort to get local communities back to business in the wake of COVID-19. As part of our global commitment, Visa also launched the Visa Economic Empowerment Institute, which is focused on economic and societal issues such as closing racial and gender opportunity gaps and supporting small and micro businesses through pandemic-related challenges.

The worldwide efforts to advocate for racial and social justice are inspiring positive changes. Visa has made Inclusion and Diversity a business imperative with plans, commitments and specific goals that are rigorously tracked and tied to executive compensation. For example, we have established a $10 million Visa Black Scholars & Jobs program to attract talented Black graduates. In the U.S., we have also established goals to increase the number of employees from underrepresented populations in our workforce by 50% in five years, and to increase the number of leaders (VP and above) from underrepresented populations by 50% in three years. And we are establishing new mentorship and sponsorship programs that will provide Black employees career coaching, assistance with development plans, and career mapping guidance.

Talent management remained a top priority for the Board in 2020. The Board supported Visa’s commitment to conduct no COVID-19-related layoffs during calendar 2020. In July, the Board undertook a strategic talent review of the organization, with senior leaders sharing their perspectives on the teams they lead. In addition, the Nominating and Corporate Governance Committee undertook its quarterly management and director succession planning process.

The Board of Directors has been active during the pandemic, holding a number of virtual board meetings and receiving regular updates from management on the shifts in business and financial performance. Most Visa employees continue to work remotely with limited to no business disruption, demonstrating the effectiveness of the business continuity and cybersecurity plans regularly reviewed by the Board and the Audit and Risk Committee. Since the start of fiscal year 2020, we welcomed Ramon Laguarta, Chairman and CEO of PepsiCo, and Linda Rendle, CEO of The Clorox Company, to the Board of Directors. Ramon and Linda bring a wealth of strategic, global business experience to the Board. In other governance matters, Denise Morrison became the new chair of the Compensation Committee. In response to COVID-19, the Board adopted emergency bylaw provisions that would allow it to act if necessary during a crisis when a quorum of the Board cannot readily convene. Lastly, as discussed in Proposal 5 of this proxy statement, the Board recommends that stockholders amend the certificate of incorporation (in combination with bylaw amendments already approved by the Board) to afford Class A common stockholders the right to call a special meeting. We believe these changes will further strengthen Visa’s leading corporate governance practices.

Thank you for your continued support of Visa, and we look forward to your attendance at this year’s annual meeting.

 

Al Kelly		John Lundgren
Chairman and Chief Executive Officer		Lead Independent Director

Items of Business

 

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

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

3.	To ratify the appointment of KPMG LLP as our independent registered public accounting firm for fiscal year 2021;

4.	To approve the Visa Inc. 2007 Equity Incentive Compensation Plan, as amended and restated;

5.	To approve an amendment to our Certificate of Incorporation to enable the adoption of a special meeting right for Class A common stockholders;

6.	To vote on a stockholder proposal requesting stockholders’ right to act by written consent, if properly presented;

7.	To vote on a stockholder proposal to amend our principles of executive compensation program, if properly presented; and

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

The proxy statement more fully describes these proposals.

Record Date

Holders of our Class A common stock at the close of business on November 27, 2020 are entitled to notice of and to vote at the Annual Meeting and any adjournment or postponement thereof. Holders of our Class A common stock will be entitled to vote on all proposals.

Attending the Annual Meeting

The meeting will be held Tuesday, January 26, 2021 at 8:30 a.m. Pacific Time. Log-in begins at 8:15 a.m. Eligible holders of our Class A common stock will be able to attend the meeting online, vote your shares electronically, view the list of stockholders and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/V2021. To participate in the virtual meeting, you will need the 16-digit control number included on your Notice, proxy card or voting instruction form. Please refer to the “Attending the Meeting” section of the proxy statement for more details about attending the Annual Meeting online. We are not holding an in-person meeting.

Proxy Voting

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

On December 3, 2020, we expect to release the proxy materials to the stockholders of our Class A common stock and to send to these stockholders (other than those Class A stockholders who previously requested electronic or paper delivery) a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy materials, including our proxy statement and our fiscal year 2020 Annual Report, and to vote through the Internet or by telephone.

By Order of the Board of Directors

 

 

Kelly Mahon Tullier

Executive Vice President, General

Counsel and Corporate Secretary

Foster City, California

December 3, 2020

 

 

Important Notice Regarding the Availability of Proxy Materials

for the 2021 Annual Meeting of Stockholders to be held on

January 26, 2021. The proxy statement and Visa’s Annual Report for fiscal year 2020 are available at

http://investor.visa.com.

 

 

TABLE OF CONTENTS

 

PROXY SUMMARY			1
CORPORATE GOVERNANCE			12
Board Leadership Structure			12
Board of Directors and Committee Evaluations			13
Director Succession Planning and Board Refreshment			13
Independence of Directors			14
Executive Sessions of the Board of Directors			14
Limitation on Other Board and Audit Committee Service			15
Management Development and Succession Planning			15
The Board of Directors’ Role in Risk Oversight			16
Stockholder Engagement on Corporate Governance, Corporate Responsibility and Executive Compensation Matters			17
Communicating with the Board of Directors			18
Attendance at Board, Committee and Annual Stockholder Meetings			18
Codes of Conduct and Ethics			18
Political Engagement and Disclosure			19
Corporate Responsibility and Sustainability			19
COMMITTEES OF THE BOARD OF DIRECTORS			23
Audit and Risk Committee			23
Certain Relationships and Related Person Transactions			24
Report of the Audit and Risk Committee			25
Compensation Committee			26
Compensation Committee Interlocks and Insider Participation			27
Risk Assessment of Compensation Programs			27
Compensation Committee Report			28
Finance Committee			28
Nominating and Corporate Governance Committee			29
Process for Nomination of Director Candidates			30
Stockholder Recommended Candidates			30
Criteria for Nomination to the Board of Directors and Diversity			31
COMPENSATION OF NON-EMPLOYEE DIRECTORS			32
Highlights of our Non-Employee Director Compensation Program			32
Annual Retainers Paid in Cash			33
Equity Compensation			33
Stock Ownership Guidelines			33
Charitable Matching Gift Program			34
Director Compensation Table for Fiscal Year 2020			34
Fees Earned or Paid in Cash			35
Fiscal Year 2021 Director Compensation			35
PROPOSAL 1  – ELECTION OF DIRECTORS			36
DIRECTOR NOMINEE BIOGRAPHIES			38
BENEFICIAL OWNERSHIP OF EQUITY SECURITIES			44
EXECUTIVE OFFICERS			46

 

i

COMPENSATION DISCUSSION AND ANALYSIS			48
Executive Summary			48
Say-on-Pay			56
Setting Executive Compensation			57
Summary of Fiscal Year 2020 Base Salary and Incentive Compensation			59
Fiscal Year 2020 Compensation			60
Fiscal Year 2021 Compensation			71
Other Equity Grant Practices and Policies			72
Policy Regarding Clawback and Forfeiture of Incentive Compensation			73
Tax Implications – Deductibility of Executive Compensation			73
EXECUTIVE COMPENSATION			75
Summary Compensation Table for Fiscal Year 2020			75
All Other Compensation in Fiscal Year 2020 Table			77
Grants of Plan-Based Awards in Fiscal Year 2020 Table			78
Outstanding Equity Awards at 2020 Fiscal Year-End Table			80
Option Exercises and Stock Vested Table for Fiscal Year 2020			82
Pension Benefits Table for Fiscal Year 2020			83
Visa Retirement Plan			83
Visa Excess Retirement Benefit Plan			84
Non-qualified Deferred Compensation for Fiscal Year 2020			84
Employment Arrangements and Potential Payments upon Termination or Change of Control			87
CEO PAY RATIO			92
PROPOSAL 2  – APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION PAID TO OUR NEOs			93
PROPOSAL 3  – RATIFICATION OF THE APPOINTMENT OF KPMG LLP			94
Independent Registered Public Accounting Firm Fees			95
PROPOSAL 4 – APPROVAL OF THE VISA INC. 2007 EQUITY INCENTIVE COMPENSATION PLAN, AS AMENDED AND RESTATED			96
PROPOSAL 5 – APPROVAL OF AN AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO ENABLE THE ADOPTION OF A SPECIAL MEETING RIGHT FOR CLASS A COMMON STOCKHOLDERS			111
PROPOSAL 6 – TO VOTE ON A STOCKHOLDER PROPOSAL REQUESTING STOCKHOLDERS’ RIGHT TO ACT BY WRITTEN CONSENT			115
PROPOSAL 7 – TO VOTE ON A STOCKHOLDER PROPOSAL TO AMEND OUR PRINCIPLES OF EXECUTIVE COMPENSATION PROGRAM			117
VOTING AND MEETING INFORMATION			119
Information About Solicitation and Voting			119
Who Can Vote			119
How to Vote			120
Change or Revoke a Proxy or Vote			120
How Proxies are Voted			120
Proxy Solicitor			123
Voting Results			123

 

ii

Viewing the List of Stockholders			123
Attending the Meeting			123
Submitting Questions for our Virtual Annual Meeting			124
OTHER INFORMATION			125
Stockholder Nomination of Director Candidates and Other Stockholder Proposals for 2022 Annual Meeting			125
Stockholders Sharing the Same Address			125
Fiscal Year 2020 Annual Report and SEC Filings			126
ANNEX A			A-1
2007 Equity Incentive Compensation Plan (Amended and Restated as of January  26, 2021)
ANNEX B			B-1
Special Meeting Amendment Submitted for Stockholder Approval
ANNEX C			C-1
Additional Special Meeting Bylaw Amendments

 

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CORPORATE GOVERNANCE

Members of our Board oversee our business through discussions with our Chief Executive Officer; President; Vice Chairman and Chief Financial Officer; General Counsel; Chief Risk Officer; President, Technology; and other officers and employees, and by reviewing materials provided to them and participating in regular meetings of the Board and its committees.

The Board regularly monitors our corporate governance policies and profile to ensure we meet or exceed the requirements of applicable laws, regulations and rules, and the listing standards of the New York Stock Exchange (NYSE). We have instituted a variety of practices to foster and maintain responsible corporate governance, which are described in this section. To learn more about Visa’s corporate governance and to view our Corporate Governance Guidelines, Code of Business Conduct and Ethics, and the charters of each of the Board’s committees, please visit the Investor Relations page of our website at http://investor.visa.com under “Corporate Governance.” Our Corporate Responsibility and Sustainability Report is located on our website at http://usa.visa.com/about-visa/operating-responsibly.html. You may request a printed copy of any of these documents free of charge by contacting our Corporate Secretary at Visa Inc., P.O. Box 193243, San Francisco, CA 94119 or corporatesecretary@visa.com.

Board Leadership Structure

Al Kelly currently serves as Chairman and Chief Executive Officer, with John Lundgren serving as Lead Independent Director. While the Company does not have a policy on whether the roles of Chairperson and Chief Executive Officer should be split, the Board believes that combining the roles is in the best interests of the Company and its stockholders as this structure allows Mr. Kelly to effectively manage the business, execute on our strategic priorities, and lead the Board and empowers Mr. Lundgren to provide independent Board leadership and oversight. The Board believes that Mr. Kelly’s inclusive leadership style and decades of payments expertise make him uniquely qualified to lead discussions of the Board; foster an important unity of leadership between the Board and management; and promote alignment of the Company’s strategy with its operational execution.

In order to further promote independent leadership, the Board developed a robust set of responsibilities for the Lead Independent Director role, including:

 

•

calling, setting the agenda for, and chairing periodic executive sessions and meetings of the independent directors;

 

•

chairing Board meetings in the absence of the Chairperson of the Board or when it is deemed appropriate arising from the Chairperson’s management role or non-independence;

 

•

providing feedback to the Chairperson and CEO on corporate and Board policies and strategies and acting as a liaison between the Board and the CEO;

 

•

facilitating communication among directors and between the Board and management;

 

•

in concert with the Chairperson and CEO, advising on the agenda, schedule and materials for Board meetings and strategic planning sessions based on input from directors;

 

•

coordinating with the Chair of the Nominating and Corporate Governance Committee, leading the independent directors’ involvement in CEO succession planning, selection of committee chairs and committee membership, and the board evaluation process;

 

•

coordinating with the Chair of the Compensation Committee, leading the independent directors’ evaluation of CEO performance and compensation;

 

•

communicating with major stockholders as necessary; and

 

•

carrying out such other duties as are requested by the independent directors, the Board or any of its committees from time to time.

 

12

The Board will continue to periodically review the Board’s leadership structure and its appropriateness given the needs of the Board and the Company at such time.

In addition to our Lead Independent Director, independent directors chair the Board’s four standing committees: the Audit and Risk Committee, chaired by Lloyd A. Carney; the Compensation Committee, chaired by Denise M. Morrison; the Finance Committee, chaired by Robert W. Matschullat; and the Nominating and Corporate Governance Committee, chaired by John A.C. Swainson. In their capacities as independent committee chairs, Messrs. Carney, Matschullat, Swainson and Ms. Morrison each have responsibilities that contribute to the Board’s oversight of management, as well as facilitating communication among the Board and management.

Board of Directors and Committee Evaluations

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

 

 

		Feedback Incorporated Over the past few years, the evaluation process has led to a broader scope of topics covered in the board meetings, improvements in board process, and changes to board and committee composition and structure.   This year’s evaluation identified areas for continued focus, including: •  strategy and broader market trends •  enhancements to board effectiveness •  risk management, including the Board’s role in a crisis •  Board composition in support of long-term strategy, and •  management and director succession planning

Director Succession Planning and Board Refreshment

In addition to executive and management succession, the Nominating and Corporate Governance Committee regularly oversees and plans for director succession and refreshment of the Board to ensure a mix of skills, experience, tenure, and diversity that promote and support the Company’s long-term strategy. In doing so, the Nominating and Corporate Governance Committee takes into consideration the overall needs, composition and size of the Board, as well as the criteria adopted by the Board regarding director candidate qualifications, which are described in the section entitled Criteria for Nomination to the Board of Directors and Diversity. Individuals identified by the Nominating and Corporate Governance Committee as qualified to become directors are then recommended to the Board for nomination or election.

 

13

Independence of Directors

The NYSE’s listing standards and our Corporate Governance Guidelines provide that a majority of our Board 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 58% of our Board 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 our Board affirmatively determines that such director has no direct or indirect material relationship with Visa or our management. Our Board reviews the independence of its members annually and has adopted guidelines to assist it in making its independence determinations. For details, see our Corporate Governance Guidelines, which can be found on the Investor Relations page of our website at http://investor.visa.com under “Corporate Governance.”

In October 2020, with the assistance of legal counsel, our Board conducted its annual review of director independence and affirmatively determined that each of our non-employee directors (Lloyd A. Carney, Mary B. Cranston, Francisco Javier Fernández-Carbajal, Ramon Laguarta, John F. Lundgren, Robert W. Matschullat, Denise M. Morrison, Suzanne Nora Johnson, John A. C. Swainson and Maynard G. Webb, Jr.) is “independent” as that term is defined in the NYSE’s listing standards, our independence guidelines and our Certificate of Incorporation. In connection with her appointment to the Board in November 2020, our Board reviewed and affirmatively determined that Ms. Rendle is independent under the same standard.

In making the determination that the directors listed above are independent, the Board considered relevant transactions, relationships and arrangements, including those specified in the NYSE listing standards and our independence guidelines, and determined that these relationships were not material relationships that would impair the director’s independence. In this regard, the Board considered that certain directors 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 directors are affiliated also were considered, and the Board determined that the amounts contributed to each of these charitable organizations in the past fiscal year were less than $120,000 and that these contributions otherwise created no material relationships that would impair the independence of those individuals.

In addition, each member of the Audit and Risk Committee and the Compensation Committee meets the additional, heightened independence criteria applicable to such committee members under the applicable NYSE rules.

Executive Sessions of the Board of Directors

The non-employee, independent members of our Board and all committees of the Board generally meet in executive session without management present during their regularly scheduled in-person board and committee meetings, and on an as-needed basis during telephonic and special meetings. John Lundgren, our Lead Independent Director, presides over executive sessions of the Board and the committee chairs, each of whom is independent, preside over executive sessions of the committees.

 

14

Limitation on Other Board and Audit Committee Service

Our Corporate Governance Guidelines establish the following limits on our directors serving on publicly-traded company boards and audit committees:

 

Director Category		Limit on publicly-traded board and committee service, including Visa
All directors		4 boards
Directors who are executives of a publicly-traded company		2 boards
Directors who serve on our Audit and Risk Committee		3 audit committees

The Nominating and Corporate Governance Committee may grant exceptions to the limits on a case-by-case basis after taking into consideration the facts and circumstances of the request. The Guidelines provide that prior to accepting an invitation to serve on the board or audit committee of another publicly-traded company, a director should advise the Chair of the Board and 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 or Audit and Risk Committee. When reviewing such a request, the Nominating and Corporate Governance Committee may consider a number of factors, including the director’s other time commitments, record of attendance at board and committee meetings, potential conflicts of interest and other legal considerations, and the impact of the proposed directorship or audit committee service on the director’s availability.

Mr. Carney serves as chief acquisition officer of Carney Technology Acquisition Corp. II (CTAC), a special purpose acquisition company (SPAC). Mr. Carney reports to the CEO of CTAC and does not serve on the board of directors. After any CTAC initial public offering, Mr. Carney will not be considered an executive of a publicly-traded company for purposes of the Board’s policy limiting service on other public company boards given that service as an officer of a SPAC does not have the same demands as being an executive officer of a typical publicly-traded company.

Management Development and Succession Planning

Our Board 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 senior management. Each quarter, the Nominating and Corporate Governance Committee meets with our Executive Vice President, Human Resources and other executives to discuss management succession and development planning and to address potential vacancies in senior leadership. The Nominating and Corporate Governance Committee also annually reviews with the Board succession planning for our Chief Executive Officer.

 

15

The Board of Directors’ Role in Risk Oversight

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

 

 

 

Audit and Risk Committee   Oversees risks related to our enterprise risk framework and programs, including:   •  financial statements, financial reporting and internal controls   •  legal and regulatory   •  corporate risk profile, top risks and key operational risks   •  technology, including information security and cybersecurity   •  global privacy program   •  compliance and ethics program, including AML and sanctions; and   •  business continuity program

Compensation Committee   Oversees risks related to employees and compensation, including:   •  our compensation policies and practices for all employees; and   •  our incentive and equity- based compensation plans   For additional information regarding the Compensation Committee’s review of compensation-related risk, please see the section entitled Risk Assessment of Compensation Programs.

Finance Committee   Oversees risks related to mergers and acquisitions and certain financial matters, including:   •  capital investments   •  debt   •  credit and liquidity   •  capital structure; and   •  tax strategy

Nominating and Corporate Governance Committee   Oversees risks related to our overall corporate governance, including:   •  board effectiveness   •  board and committee composition   •  board size and structure   •  director independence   •  board succession   •  senior management succession   •  our corporate responsibility, sustainability and philanthropy; and   •  political participation and contributions

In addition, each of the Committees meets in executive session with management to discuss our risks and exposures. For example, the Audit and Risk Committee meets regularly with our Chief Risk Officer, General Counsel, Vice Chairman and Chief Financial Officer, Chief Auditor and other members of senior management to discuss our major risk exposures and other programs.

 

16

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

Our Board and management team greatly value the opinions and feedback of our stockholders, which is why we have proactive, ongoing engagement with our stockholders throughout the year focused on corporate governance, corporate responsibility and executive compensation, in addition to the ongoing dialogue among our stockholders and our Chairman and Chief Executive Officer, Vice Chairman and Chief Financial Officer and Investor Relations team on Visa’s financial and strategic performance. Our Lead Independent Director and Chairman and Chief Executive Officer met with several of our investors this year to discuss corporate governance, corporate responsibility and executive compensation matters.

 

 

 

Prior to Annual Meeting   •  We reach out to our top 50 investors to discuss corporate governance, corporate responsibility and executive compensation matters, and solicit feedback.   •  Our Board is provided with our stockholders’ feedback for consideration.   •  Board and management discuss feedback and whether action should be taken.   •  Disclosure enhancements are considered.   •  We review vote proposals and solicit support for Board recommendations on management and stockholder proposals.				Annual Meeting of Stockholders   Our stockholders vote on election of directors, executive compensation, ratification of our auditors and other management and stockholder proposals.				Post Annual Meeting   •  Our Board and management review the vote results from our annual meeting.   •  Board and management discuss vote results and whether action should be taken.   •  We start preparing our agenda for our next proxy season outreach.

Feedback from this year’s investor meetings was positive overall with many investors expressing appreciation for the increased transparency in our disclosures on corporate governance, executive compensation and corporate responsibility matters. Topics covered during our discussions with investors included:

 

•

impact of COVID-19 on operations and employees

 

•

board composition, including diversity and skills criteria

 

•

board risk oversight, including cybersecurity and business continuity

 

•

our executive compensation program and philosophy

 

•

corporate responsibility and sustainability, including human capital management

A summary of the feedback we received was discussed and considered by the Board, and enhancements have been made to our disclosures to improve transparency in these areas.

Stockholders and other interested parties who wish to communicate with us on these or other matters may contact our Corporate Secretary electronically at corporatesecretary@visa.com or by mail at Visa Inc., P.O. Box 193243, San Francisco, CA 94119.

 

17

Communicating with the Board of Directors

Our Board has adopted a 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, Visa Inc., P.O. Box 193243, San Francisco, CA 94119. Communications that meet the procedural and substantive requirements of the process approved by the Board will be delivered to the specified member of the Board, non-employee directors as a group or all members of the Board, as applicable, on a periodic basis, which generally will be in advance of or at each regularly scheduled meeting of the Board. Communications of a more urgent nature will be referred to the General Counsel, who will determine whether it should be delivered more promptly. Additional information regarding the procedural and substantive requirements for communicating with our Board may be found on our website at http://investor.visa.com, under “Corporate Governance – Contact the Board.”

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 or our Confidential Online Compliance Hotline at https://visa.alertline.com; or by mail to Visa Inc., Business Conduct Office, P.O. Box 193243, San Francisco, CA 94119. All such communications will be handled in accordance with our Whistleblower Policy, a copy of which may be obtained by contacting our Corporate Secretary.

Attendance at Board, Committee and Annual Stockholder Meetings

Our Board and its committees meet throughout the year on a set schedule, hold special meetings as needed, and act by written consent from time to time. The Board met 10 times during fiscal year 2020. Each director attended at least 92% or more of the aggregate of: (i) the total number of meetings of the Board held during the period in fiscal year 2020 for which he or she served as a director, and (ii) the total number of meetings held by all committees of the Board on which such director served as a member during the period in fiscal year 2020. The total number of meetings held by each committee is listed below, under the heading Committees of the Board of Directors. It is our policy that all members of the Board should endeavor to attend the annual meeting of stockholders. All of our then current directors attended the 2020 Annual Meeting of Stockholders. Ms. Rendle joined the Board in November 2020 and, therefore, did not attend the 2020 Annual Meeting.

Codes of Conduct and Ethics

Our Board has adopted a Code of Business Conduct and Ethics, which applies to all directors, officers, employees and contingent staff of the Company. This Code includes a supplemental Code of Ethics for Certain Executives and Financial Officers, which applies to our Chief Executive Officer, Chief Financial Officer, Controller, General Counsel and other senior financial officers, whom we refer to collectively as senior officers. These Codes require the senior officers to engage in honest and ethical conduct in performing their duties, provide guidelines for the ethical handling of actual or apparent conflicts of interest between personal and professional relationships, and provide mechanisms to report unethical conduct. Our senior officers are held accountable for their adherence to the Codes. If we amend or grant any waiver from a provision of our Codes for officers or directors, we will publicly disclose such amendment or waiver in accordance with and if required by applicable law, including by posting such amendment or waiver on our website at http://investor.visa.com or by filing a current report on Form 8-K with the Securities and Exchange Commission (SEC).

 

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Political Engagement and Disclosure

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

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

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. Internal Revenue Code to support political activities. The Policy further requires the Company to 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 the annual contributions report that is posted on our website.

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

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

In 2020, the Center for Political Accountability assessed our disclosures for its annual CPA-Zicklin Index of Corporate Political Disclosure and Accountability, and designated Visa a “Trendsetter” (the highest designation in the CPA-Zicklin Index).

Corporate Responsibility and Sustainability

We believe that as a trusted brand in payments, Visa has an opportunity and responsibility to contribute to a more inclusive, equitable and sustainable world. As we work toward this goal, we are committed to managing the risks and opportunities that arise from ESG issues.

 

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Integrated Approach

As detailed below, Visa takes an integrated approach to managing ESG performance and transparency, which consists of governance, engagement and reporting on our initiatives.

 

•

Strategy / Materiality: To inform our corporate responsibility and sustainability strategy, Visa maintains engagement with various stakeholder groups. We also conduct a biennial ESG materiality assessment in accordance with ESG reporting guidelines and reassess our approach to managing priority topics during interim years. We organize and calibrate our corporate responsibility and sustainability strategy around these topics.

 

•

Governance: At Visa, corporate responsibility and sustainability activities are managed at a functional level across our strategic and operational areas, with executive and Board oversight. Our Chief Sustainability Officer is responsible for leading the development and oversight of our global ESG efforts. In addition, the Visa Corporate Responsibility and Sustainability Leadership Council serves as a central coordinating body facilitating our ESG strategy and reporting efforts. The Leadership Council includes cross-functional representation from more than a dozen senior leaders. The Nominating and Corporate Governance Committee of the Board has formal responsibility to oversee and review our management of ESG matters, including overall ESG strategy, stakeholder engagement, formal reporting, and policies and programs in specific areas such as environmental sustainability, climate change, human rights, political activities and expenditures, social impact and philanthropy.

 

•

Engagement: Understanding the views and concerns of Visa stakeholders supports our work across our business and ESG strategic priorities. We regularly engage with our stakeholders to help inform our ESG strategy, priorities and actions.

 

•

Reporting: We are committed to operating with transparency, including through our annual Visa Corporate Responsibility and Sustainability Report as well as additional ESG disclosures and submissions.

 

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Key Focus Areas of ESG Strategy and Recent Progress

Our corporate responsibility and sustainability strategy focuses on priority issues in five areas, each informed by our materiality assessment and stakeholder engagement.

 

		✓ Digitally enabling 50M small/micro businesses worldwide through programs, solutions and partnerships   ✓ Formed the Visa Economic Empowerment Institute focused on economic and societal issues   ✓ Achieved our 2015 goal to provide 500M unbanked or underserved people with access to a Visa branded payment account by 2020   ✓ Committed $210M from the Visa Foundation for pandemic relief and longer-term small/micro business recovery   ✓ Supported women’s economic empowerment through new partnerships with iFundWomen and Hand in Hand International, our She’s Next and She Trades initiatives, and our expanded sponsorship of women athletes, teams and sports events     ✓ Highest rating in our sector from Gartner Consulting during our 2020 Cybersecurity program review   ✓ Decreased overall payment fraud volume during an unprecedented volatility in spend patterns and active/creative fraud attacks   ✓ Partnered across the payments ecosystem to share payment intelligence that identified and prevented fraud attacks worldwide   ✓ Implemented the California Consumer Privacy Act (CCPA) and prepared for other pending privacy regulations   ✓ Matured our Data Use Council and provided global training on data use principles     ✓ Supported our employees during COVID-19 through expanded opportunities for remote work, specialized engagement initiatives, broadened childcare and benefit offerings, wellbeing investment/resources, and a commitment to no pandemic-related layoffs in 2020   ✓ Created a three-pronged approach to support racial equality including establishing a $10M Visa Black Scholars & Jobs program, ongoing education through a newly created Race Talks series, and increased reporting and tracking of diversity metrics through quarterly business reviews with the Executive Committee   ✓ Represented by our Chairman and CEO on the board of directors of Catalyst, a non-profit focused on gender equity research and best practices   ✓ Joined Gender and Diversity KPI Alliance (GDKA) to support measurement of gender and diversity progress   ✓ Introduced the Visa Learning Hub, our new AI-powered platform for learning that brings together more than 80,000 resources from Visa and our world-class providers   ✓ Hosted the second Visa Learning Festival dedicated to virtual learning focused on a growth mindset     ✓ Transitioned to 100% renewable electricity across our offices and data centers   ✓ Issued our inaugural $500M green bond to finance the transition to low-carbon operations and economy   ✓ Launched with CPI Card Group the Earthwise high-content, upcycled payment card   ✓ Advanced our sustainable living initiatives, including support of a 27-market study on Healthy & Sustainable Living, lead sponsorship of Netflix’s “Down to Earth w/ Zac Efron” and participation in Travalyst (sustainable travel) and Brands for Good   ✓ Participated in education and advocacy in support of climate change policy action     ✓ Recognized as a “Trendsetter” for the fifth consecutive year by the Center for Political Accountability for our disclosures related to corporate political contributions   ✓ Expanded paid time off for voting in U.S. and joined the Time to Vote Coalition to support our employees in exercising their right to vote   ✓ Maturing our business and human rights program, by completing our Human Rights Impact Assessment and ongoing involvement in the Centre for Sport & Human Rights   ✓ Expanded supplier diversity program and continued implementation of Visa Supplier Code of Conduct

 

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Third Party Recognition of our Progress

We continued to receive recognition of our ESG leadership by third-party organizations:

 

•

Dow Jones Sustainability North America Index – In 2020, placed on DJSI for fourth consecutive year

 

•

FTSE4Good Index – Continued to be named to this Index

 

•

MSCI – Maintained “A” rating

 

•

Sustainalytics – Low Risk – ESG Risk Rating

 

•

America’s 100 Most Just Companies

 

•

100 Best Corporate Citizens 2020

 

•

World’s Most Ethical Companies – Named for the eighth consecutive time in 2020

 

•

America’s Most Responsible Companies 2020

 

•

Global 2000 World’s Best Employers

 

•

Best Employers for Diversity

We encourage you to read more about how we are working to build a more inclusive, equitable and sustainable world for everyone, everywhere on our website and in our 2019 Corporate Responsibility & Sustainability Report. Our 2019 Corporate Responsibility & Sustainability Report is not part of or incorporated by reference into this proxy statement.

 

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COMMITTEES OF THE BOARD OF DIRECTORS

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

 

Audit and Risk Committee
Committee members:   Lloyd A. Carney*, Chair   Ramon Laguarta   Denise M. Morrison*   Suzanne Nora Johnson*   John A. C. Swainson*         * Audit Committee Financial Expert     Number of meetings in   fiscal year 2020: 7				“In 2020, we faced unique challenges due to the COVID-19 pandemic and as a result, the Committee focused on Visa’s operational resiliency, and key risks, including credit settlement, technology, cybersecurity, fraud and supplier risks.”   – Lloyd A. Carney, Chair

Key Activities in 2020

 

•

Monitored the integrity of our financial statements, our compliance with legal and regulatory requirements, our internal control over financial reporting and the performance of our internal audit function and KPMG, our independent registered public accounting firm;

•

Discussed the qualifications and independence of KPMG and recommended their re-appointment for FY2020;

•

Selected, approved the compensation of, and oversaw the work of KPMG, including the scope of and plans for the audit for FY2021;

•

Reviewed and discussed with management the disclosures required to be included in our annual report on Form 10-K and our quarterly reports on Form 10-Q, including the Company’s significant accounting policies, and areas subject to significant judgment and estimates;

•

Discussed with KPMG their critical audit matters;

•

Approved fees for KPMG for FY2020 and all audit, audit-related and non-audit fees and services consistent with our pre-approval policy;

•

On a quarterly basis, reviewed audit results and findings prepared by internal audit;

•

Reviewed and recommended the Board approve amendments to our Audit and Risk Committee charter;

•

Monitored compliance with our Code of Business Conduct and Ethics, and reviewed the implementation and effectiveness of the Company’s compliance and ethics program;

•

Reviewed and discussed with management the Company’s financial risks, top risks and other risk exposures and the steps taken to monitor and control those exposures, including our enterprise risk framework and programs, and our acquired entities risk profiles;

•

Monitored the Company’s technology risks, including business continuity, privacy and data protection, and cybersecurity;

•

Reviewed and approved the FY2020 Global Business Continuity Program plan, Risk Appetite Framework, M&A Framework, the FY2020 internal audit plan and the Internal Audit Charter;

•

Reviewed the Company’s insurance coverage and programs;

•

Reviewed and approved our Related Person Transactions Policy, ARC Pre-approval Policy and the Policy on Hiring of Employees and Former Employees of KPMG; and

•

Reviewed and approved the Company’s Whistleblower Policy, procedures for the receipt, retention and treatment of complaints we receive including regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.

 

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Certain Relationships and Related Person Transactions

The Audit and Risk Committee has adopted a written Statement of Policy with respect to Related Person Transactions (the “Statement of Policy”), governing any transaction, arrangement or relationship between the Company and any related person where the aggregate amount involved will or may be expected to exceed $120,000 and any related person had, has or will have a direct or indirect material interest. Under the Statement of Policy, the Audit and Risk Committee reviews related person transactions and may approve or ratify them only if it is determined that they are in, or not inconsistent with, the best interests of the Company and its stockholders. When reviewing a related person transaction, the Audit and Risk Committee may take into consideration all of the relevant facts and circumstances available to it, including: (i) the material terms and conditions of the transaction or transactions; (ii) the related person’s relationship to Visa; (iii) the related person’s interest in the transaction, including their position or relationship with, or ownership of, any entity that is a party to or has an interest in the transaction; (iv) the approximate dollar value of the transaction; (v) the availability from other sources of comparable products or services; and (vi) an assessment of whether the transaction is on terms that are comparable to the terms available to us from an unrelated third party.

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

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 person under the Statement of Policy, 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 2020, no related person has had a material interest in any of our business transactions or relationships.

 

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25

Compensation Committee
Committee members: Francisco Javier Fernández-Carbajal John F. Lundgren Robert W. Matschullat Denise M. Morrison, Chair Maynard G. Webb, Jr.     Number of meetings in   fiscal year 2020: 7		“During this extraordinary year, the Committee was actively involved in ensuring that Visa’s compensation program remained aligned with our pay for performance philosophy and our stockholders’ interests. The Committee focused on ensuring that the compensation program is a fair reflection of corporate and individual performance, while motivating and retaining high-performing executives, mitigating compensation-related risks, and recognizing the continued uncertainty caused by COVID-19.”   – Denise M. Morrison, Chair

Key Activities in 2020

 

•

Reviewed the overall executive compensation philosophy for the Company;

•

Reviewed and approved corporate goals and objectives relevant to our Chief Executive Officer’s and other named executive officers’ compensation, including annual performance objectives;

•

Carefully monitored and assessed the impact of COVID-19 on the executive compensation program and considered the appropriateness of the program by reference to its guiding principles, including pay for performance, alignment with stockholders’ interests, and motivation and retention of key talent;

•

Evaluated the performance of our Chief Executive Officer and other named executive officers in light of corporate and individual goals and objectives and, based on this evaluation, determined, approved and reported to the Board the annual compensation of our Chief Executive Officer and other named executive officers, including salary, bonus, equity and other benefits;

•

Reviewed and recommended to the independent members of the Board the form and amount of compensation of our directors;

•

Oversaw administration and regulatory compliance with regard to the Company’s incentive and equity-based compensation plans, and in October 2020 recommended amendments to the equity incentive plan to the Board;

•

Reviewed the operations of the Company’s executive compensation program to determine whether they are properly coordinated and achieving their intended purposes;

•

Reviewed an annual compensation-risk assessment report and considered whether the Company’s compensation policies and practices contain incentives for executive officers and employees to take risks in performing their duties that are reasonably likely to have a material adverse effect on the Company;

•

Reviewed the Company’s stock ownership guidelines for directors and named executive officers, as well as individual compliance;

•

Reviewed and recommended the Board approve amendments to our Compensation Committee charter;

•

Reviewed and discussed with management the compensation disclosures required to be included in the Company’s annual filings;

•

Oversaw the Company’s submissions to a stockholder vote on executive compensation matters, including the advisory vote on executive compensation (“Say-on-Pay”);

•

Reviewed the results of stockholder votes on executive compensation matters and discussed with management the appropriate engagement with stockholders in response to the votes;

•

Selected an appropriate peer group for executive pay and performance comparisons;

•

Reviewed the Company’s programs and practices related to executive workforce diversity and the administration of the executive compensation program in a non-discriminatory manner; and

•

Received and reviewed updates on regulatory and compensation trends and compliance.

 

26

Compensation Committee Interlocks and Insider Participation

None of the members who served on the Compensation Committee (Denise M. Morrison, Francisco Javier Fernández-Carbajal, John F. Lundgren (since April 21, 2020), Robert W. Matschullat, Suzanne Nora Johnson (until February 1, 2020), and Maynard G. Webb, Jr.) was or had ever been one of our officers or employees. In addition, during the last fiscal year, none of our executive officers served as a member of the board of directors or the compensation committee of any other entity that has one or more executive officers serving on our Board or Compensation Committee.

Risk Assessment of Compensation Programs

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

 

A Balanced Mix of Compensation Elements   •  The compensation mix for our executive officers is composed of salary, annual cash incentives and long-term equity incentives, representing a mix that is not overly weighted toward short-term cash incentives.				Multiple Performance Factors   •  Our incentive compensation plans use multiple Company-wide metrics and individual performance goals, which encourage the achievement of objectives for the overall benefit of the Company.				Long-Term Incentives   •  Our long-term incentives are equity-based and generally have a three-year vesting schedule to complement our annual cash-based incentives.

 

Capped Incentive Awards   •  Annual incentive awards and performance share awards are capped at 200% of target for executive officers.				Stock Ownership Guidelines   •  Our guidelines call for significant stock ownership, which aligns the interests of our executive officers with the long-term interests of our stockholders.				Recoupment Policies   •  Our Clawback Policy authorizes the Board to recover past incentive compensation or cancel outstanding awards in the event of a material restatement of the Company’s financial results due to fraud, intentional misconduct or gross negligence of the executive officer.   •  Our equity award agreements also provide for forfeiture of equity-based awards in the event of specified detrimental activity in the absence of a restatement.

Additionally, the Compensation Committee annually considers an assessment of compensation-related risks. Based on this assessment, the Compensation Committee concluded that our compensation program does not create risks that are reasonably likely to have a material adverse effect on Visa. In making this determination, the Compensation Committee reviewed the key design elements of our compensation program in relation to industry “best practices” as presented by Frederic W. Cook & Co. (FW Cook), the Compensation Committee’s independent compensation consultant, as well as the means of mitigating potential risks, such as through our internal controls and oversight by management and the Board. In addition, management completed an inventory

 

27

of incentive programs below the executive level and reviewed the design of these incentives both internally and with external legal counsel to conclude that such programs do not encourage excessive risk-taking.

 

Compensation Committee Report   The Compensation Committee has:   •   reviewed and discussed the section entitled Compensation Discussion and Analysis with management; and   •   based on this review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis section be included in this proxy statement.   COMPENSATION COMMITTEE   Denise M. Morrison (Chair) Francisco Javier Fernández-Carbajal John F. Lundgren Robert W. Matschullat Maynard G. Webb, Jr.

 

Finance Committee
Committee members:   Mary B. Cranston   Francisco Javier Fernández-Carbajal   Robert W. Matschullat, Chair   Linda J. Rendle (effective   November 23, 2020)   Maynard G. Webb, Jr.     Number of meetings in   fiscal year 2020: 8				“The Committee was active in 2020, reviewing several potential M&A transactions and strategic investments, including the proposed acquisition of Plaid, in addition to discussing Visa’s capital structure, financial condition, capital investments, treasury activities and tax strategy.”   – Robert W. Matschullat, Chair

Key Activities in 2020

 

•

Reviewed several potential M&A transactions and strategic investments, including the proposed acquisition of Plaid;

•

Reviewed the financial and operational performance of prior acquisitions, including integration scorecards;

•

Reviewed and recommended the Company’s quarterly dividend and a $9.5 billion increase to the Class A share buyback program;

•

Reviewed the Company’s capital structure and financial condition, including target leverage ratio and credit ratings;

•

Discussed the Company’s tax strategy;

•

Reviewed insurance coverage and programs;

•

Discussed the Company’s treasury activities and strategy; and

•

Reviewed potential capital investments in advance of FY21 budget approval.

 

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Nominating and Corporate Governance Committee
Committee members:   Mary B. Cranston   Ramon Laguarta   John F. Lundgren   Suzanne Nora Johnson   Linda J. Rendle (effective   November 23, 2020)   John A. C. Swainson, Chair     Number of meetings in   fiscal year 2020: 3				“This year we focused on management succession planning, board composition, including the addition of Ramon Laguarta and Linda Rendle to the Board, and oversight of Visa’s ESG and shareholder engagement programs.”   – John A. C. Swainson, Chair

Key Activities in 2020

 

•

Identified, selected and recommended a new director, Linda J. Rendle, to serve as a member of the Board, Finance Committee and Nominating and Corporate Governance Committee, effective November 23, 2020;

•

Recommended to the Board changes to the leadership of the Board’s committees, which resulted in rotating the Compensation Committee Chair;

•

Reviewed the criteria used to identify individuals qualified to become directors to ensure it aligns with our current business needs and long-term strategy;

•

Regularly discussed board composition and reviewed director candidates in light of our director qualification criteria, current business needs and long-term strategy;

•

Reviewed and recommended updates to the Company’s governance practices and policies, which were approved by the Board, including:

•

Bylaws/Certificate of Incorporation, which were revised to include an emergency bylaw provision in the Bylaws, and to permit Class A common stockholders a right to call a special meeting (subject to stockholder approval of Proposal 5);

•

Corporate Governance Guidelines, which were revised to reflect addition of the Finance Committee and reflect current practices regarding board evaluation, director orientation and management succession planning; and

•

Nominating and Corporate Governance Committee Charter, which was updated to reflect current practices regarding ESG oversight and board evaluation.

•

Reaffirmed the Board’s categorical director independence standards, and reviewed the qualifications and determined the independence of the members of the Board and its committees;

•

Reviewed each director’s compliance with the requirements of the Corporate Governance Guidelines relating to service on other boards or audit committees of publicly-traded companies;

•

Reviewed succession and development plans for management, including the succession plan for the Chief Executive Officer in the event of an emergency or retirement;

•

Oversaw the annual evaluation of the Board, its committees and directors;

•

Oversaw our stockholder engagement program on corporate governance, corporate responsibility and executive compensation matters;

•

Discussed two stockholder proposals (Proposals 6 and 7) with management and the Board;

•

Reviewed and approved the 2020 corporate political contribution plan, and oversaw the Company’s political contributions and lobbying activities; and

•

Reviewed corporate responsibility and sustainability developments and oversaw the Company’s charitable giving.

 

29

Process for Nomination of Director Candidates

The Nominating and Corporate Governance Committee regularly reviews the composition of the Board, including the qualifications, expertise and characteristics that are represented in the current Board as well as the criteria it considers needed to support Visa’s long-term strategy. After an in-depth review of the candidates, the Nominating and Corporate Governance Committee recommends candidates to the Board in accordance with its charter, our Certificate of Incorporation and Bylaws, our Corporate Governance Guidelines and the criteria adopted by the Board regarding director candidate qualifications. After careful review and consideration, the Board will nominate candidates for election, or re-election, at our annual meeting of stockholders. The Board may appoint a director to the Board during the course of the year to serve until the next meeting of stockholders.

 

Sources for Candidate Pool

In-Depth Review

Full Board Review

Board Nominates

•   Independent directors   •   Independent search firm   •   Our management   •   Stockholders

•   Consider skills matrix   •   Consider diversity   •   Review independence and potential conflicts   For New Candidates:   •   Screen qualifications   •   Meet with our directors

Review selected candidates for election / appointment at recommendation by NCGC

Candidates for election to Board at Annual Meeting of Stockholders / appoints to Board during the year

Stockholder Recommended Candidates

Stockholders may recommend a director candidate to be considered for nomination by the Nominating and Corporate Governance Committee by providing the information specified in our Corporate Governance Guidelines to our Corporate Secretary within the timeframe specified for stockholder nominations of directors in our Bylaws. For additional information regarding the process for proposing director candidates to the Nominating and Corporate Governance Committee for consideration, please see our Corporate Governance Guidelines. Stockholders who wish to nominate a person for election as a director at an annual meeting of stockholders must follow the procedure described under the heading Other Information – Stockholder Nomination of Director Candidates and Other Stockholder Proposals for 2022 Annual Meeting on page 125 of this proxy statement. For additional information regarding this process, please see our Bylaws.

 

30

Criteria for Nomination to the Board of Directors and Diversity

The Nominating and Corporate Governance Committee applies the same standards in considering director candidates submitted by stockholders as it does in evaluating other candidates, including incumbent directors. 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. As a result, there is no 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. However, the Nominating and Corporate Governance Committee and the Board have identified the ten skills and qualifications listed below as important criteria for membership on the Visa Board.

 

Payments		Technology		Senior Leadership		Public Company Boards		Financial
Global Markets		Marketing | Brand		Risk		Government | Geo-political		ECommerce | Mobile

In addition to the above qualities, the Board, through the Nominating and Corporate Governance Committee, strives to be a board which reflects the diversity of our key constituencies around the world (clients, customers, employees, business partners and stockholders). While the Board does not have a formal policy on diversity, in assembling our Board, our objective is to have wide diversity in terms of business experiences, functional skills, gender, race, ethnicity and cultural backgrounds. To support this objective, the Nominating and Corporate Governance Committee considers women and minority candidates in the pool from which the Nominating and Corporate Governance Committee considers director candidates.

 

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COMPENSATION OF NON-EMPLOYEE DIRECTORS

We compensate non-employee directors for their service on the Board with a combination of cash and equity awards, the amounts of which are commensurate with their role and involvement, and consistent with peer company practices. In setting director compensation, we consider the significant amount of time our directors expend in fulfilling their duties as well as the skill level required of members of our Board. We intend to compensate our non-employee directors in a way that is competitive, attracts and retains a high caliber of directors, and aligns their interests with those of our stockholders. Mr. Kelly, our Chairman and Chief Executive Officer, does not receive additional compensation for his service as a director.

The Compensation Committee, which is composed solely of independent directors, has the primary responsibility for reviewing and considering any revisions to our director compensation program. 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 and its committees for fiscal year 2020, which included an independent analysis completed by FW Cook. As part of this analysis, FW Cook reviewed non-employee director compensation trends and data from peer companies used by the Compensation Committee in connection with its review of executive compensation. Pursuant to the review, and after considering FW Cook’s advice on peer group data, the Compensation Committee approved an increase of the annual cash retainer for non-employee directors to $110,000 from $105,000, effective October 1, 2019, and an increase in the grant date value of the annual equity grant for non-employee directors to $215,000 from $200,000 for grants made on or after the date of the 2020 Annual Meeting of Stockholders. Further, the Compensation Committee approved an increase in the annual cash retainer for membership in each of the Compensation Committee, Finance Committee, and Nominating and Corporate Governance Committee to $15,000 from $10,000, effective October 1, 2019.

Highlights of our Non-Employee Director Compensation Program

AMONG THE HIGHLIGHTS OF OUR PROGRAM ARE:

 

		No Fees for Board or Committee Meeting Attendance: Meeting attendance is an expected part of board service.
		Emphasis on Equity: There is an emphasis on equity in the overall compensation mix to further align interests with stockholders.
		Recognition of Special Roles: Special roles (such as Lead Independent Director and Committee Chairs) are fairly recognized for their additional time commitments.
		Formulaic Annual Equity Grants with Immediate Vesting: Equity awards are granted annually under a fixed-value formula with immediate vesting to support independence.
		Robust Stock Ownership Guidelines: A guideline of five times the annual board membership cash retainer supports alignment with stockholders’ interests.
		Limited Perquisites and No Related Tax Gross-Ups: Other benefits, such as matching charitable contributions, are limited.

 

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Annual Retainers Paid in Cash

Each non-employee director receives an annual cash retainer for his or her service on the Board, as well as additional cash retainers if he or she serves as the Lead Independent Director, on a committee or as the chair of a committee. The following table lists the cash retainer amounts in effect during fiscal year 2020.

 

Type of Retainer		Amount of Retainer
Annual Board Membership		$110,000
Lead Independent Director		$75,000
Audit and Risk Committee Membership		$20,000
Compensation Committee Membership		$15,000
Finance Committee Membership		$15,000
Nominating and Corporate Governance Committee Membership		$15,000
Audit and Risk Committee Chair		$25,000 (in addition to member retainer)
Compensation Committee Chair		$20,000 (in addition to member retainer)
Finance Committee Chair		$20,000 (in addition to member retainer)
Nominating and Corporate Governance Committee Chair		$20,000 (in addition to member retainer)

U.S.-based directors may defer the payment of all or a portion of the cash retainer payments. All cash retainers are paid in quarterly installments throughout the year unless a director elected to defer the payment. Directors are also reimbursed for customary expenses incurred while attending meetings of the Board and its committees.

Equity Compensation

Each non-employee director also receives an annual equity grant under our 2007 Equity Incentive Compensation Plan, which limits the total grant date value of equity grants that may be made to our non-employee directors to $500,000 in a single fiscal year. On January 28, 2020, the date of our Annual Meeting of Stockholders, each non-employee director received a restricted stock unit grant determined by dividing $215,000 by the per share closing price of our Class A common stock on that date, rounded to the nearest whole share. Following the date of a director’s election or appointment to the Board on a date other than at an Annual Meeting of Stockholders, the director receives a prorated initial grant based on the partial year of board service. Accordingly, Ramon Laguarta, who was appointed to the board on November 20, 2019, received a restricted stock unit grant determined by dividing $33,333 by the per share closing price of our Class A common stock on December 15, 2019, rounded to the nearest whole share. Restricted stock unit grants to all non-employee directors vest immediately upon grant. Directors may elect to defer settlement of all or a portion of their equity grants.

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 cash retainer. Equity interests that count

 

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toward the satisfaction of these guidelines include shares owned outright by the director, shares jointly owned 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 with at least five years of service on our Board 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. Our non-employee directors may also participate in our Political Action Committee (“PAC”) Charitable Matching Program. Under this program, when non-employee directors make a contribution to the Visa PAC, Visa will match their contribution to a qualifying charity or charities the non-employee director selects, up to a maximum of $5,000 per director per calendar year.

Director Compensation Table for Fiscal Year 2020

The following tables provide information on the total compensation earned by each of our non-employee directors who served during fiscal year 2020. Ms. Rendle was appointed to the Board effective November 23, 2020. As a result, she did not receive director compensation during fiscal year 2020.

 

Name		Fees Earned or Paid in Cash ($)(1)					Stock Awards ($)(2)					All Other Compensation ($)(3)					Total ($)
Lloyd A. Carney				155,000					215,021					5,000					375,021
Mary B. Cranston				142,500					215,021					35,000					392,521
Francisco Javier Fernández-Carbajal				140,000					215,021					15,000					370,021
Ramon Laguarta(4)				108,750					248,346					-					357,096
John F. Lundgren				203,750					215,021					5,000					423,771
Robert W. Matschullat				160,000					215,021					20,000					395,021
Denise M. Morrison				155,000					215,021					10,000					380,021
Suzanne Nora Johnson				152,500					215,021					20,000					387,521
John A. C. Swainson				165,000					215,021					19,500					399,521
Maynard G. Webb, Jr.				140,000					215,021					20,000					375,021

 

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

 

(2)

Represents the aggregate grant date fair value of the awards granted to each director computed in accordance with stock-based accounting rules (Financial Standards Accounting Board (“FASB”) ASC Topic 718). Assumptions used in the calculation of these amounts are included in Note 17 – Share-based Compensation to our fiscal year 2020 consolidated financial statements, which are included in our Annual Report on Form 10-K filed with the SEC on November 19, 2020 (the “Form 10-K”).

 

(3)

Amounts include the matching contributions we made on behalf of the following directors for fiscal year 2020 pursuant to our Board Charitable Matching Gift Program: $30,000 for Ms. Cranston; $15,000 for each of Mr. Fernández-Carbajal, Mr. Matschullat, Ms. Nora Johnson, and Mr. Webb; $14,500 for Mr. Swainson; and $5,000 for Ms. Morrison. For Ms. Cranston, the amount shown exceeds the charitable match limit of $15,000 for calendar year 2020 because her fiscal year total includes fiscal year 2020 contributions made during calendar year 2019. The amounts also include the $5,000 matching contributions we made on behalf of each of the following directors for fiscal year 2020 pursuant to our PAC Charitable Matching Program: Mr. Carney, Ms. Cranston, Mr. Lundgren, Mr. Matschullat, Ms. Morrison, Ms. Nora Johnson, Mr. Swainson and Mr. Webb.

 

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(4)	Mr. Laguarta received an additional prorated stock award in the form of restricted stock units for his initial partial year of service as a director for the period from his appointment to the Board on November 20, 2019 through January 28, 2020.

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 2020.

 

Name		Board Retainer ($)		Independent Chair/Lead Independent Director Retainer ($)		Audit and Risk Committee Chair/ Member Retainer ($)		Compensation Committee Chair/ Member Retainer ($)		Finance Committee Chair/ Member Retainer ($)		Nominating and Corporate Governance Committee Chair/ Member Retainer ($)
Lloyd A. Carney		110,000		-		45,000		-		-		-
Mary B. Cranston		110,000		-		10,000		-		7,500		15,000
Francisco Javier Fernández-Carbajal		110,000		-		-		15,000		15,000		-
Ramon Laguarta		82,500		-		15,000		-		-		11,250
John F. Lundgren		110,000		75,000		-		3,750		-		15,000
Robert W. Matschullat		110,000		-		-		15,000		35,000		-
Denise M. Morrison		110,000		-		20,000		25,000		-		-
Suzanne Nora Johnson		110,000		-		10,000		17,500		-		15,000
John A. C. Swainson		110,000		-		20,000		-		-		35,000
Maynard G. Webb, Jr.		110,000		-		-		15,000		15,000		-

 

Note:

Certain directors rotated Committee assignments during the fiscal year. Fees have been prorated to reflect the portion of the fiscal year that the directors served on the Committee.

Fiscal Year 2021 Director Compensation

After consultation with FW Cook, and pursuant to the annual compensation review process described above, the Compensation Committee determined that it would not make any changes to the non-employee director compensation program for fiscal year 2021.

 

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PROPOSAL 1 – ELECTION OF DIRECTORS

 

Our Board currently consists of twelve directors, each of whom is nominated for election at our Annual Meeting, including eleven independent directors and our Chairman and Chief Executive Officer. Each director is elected to serve a one-year term, with all directors subject to annual election.

At the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated the following twelve persons to serve as directors for the term beginning at the Annual Meeting on January 26, 2021: Lloyd A. Carney, Mary B. Cranston, Francisco Javier Fernández-Carbajal, Alfred F. Kelly, Jr., Ramon Laguarta, John F. Lundgren, Robert W. Matschullat, Denise M. Morrison, Suzanne Nora Johnson, Linda J. Rendle, John A. C. Swainson and Maynard G. Webb, Jr. Ms. Rendle was recommended by a non-management director and was vetted by a global search firm. She was nominated by the Nominating and Corporate Governance Committee after an extensive and careful search was conducted by this search firm, and numerous candidates were considered. The primary functions served by the search firm included identifying potential candidates who meet the key attributes, experience and skills described under “Criteria for Nomination to the Board of Directors and Diversity” above, as well as compiling information regarding each candidate’s attributes, experience, skills and independence and conveying the information to the Nominating and Corporate Governance Committee.

Unless proxy cards are otherwise marked, the persons named as proxies will vote all executed proxies FOR the election of each nominee named in this section. Proxies submitted to Visa cannot be voted at the Annual Meeting for nominees other than those nominees named in this proxy statement. However, if any director nominee is unable or unwilling to serve at the time of the Annual Meeting, the persons named as proxies may vote for a substitute nominee designated by the Board. Alternatively, the Board may reduce the size of the Board. Each nominee has consented to serve as a director if elected, and the Board does not believe that any nominee will be

 

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unwilling or unable to serve if elected as a director. Each director will hold office until the next annual meeting of stockholders and until his or her successor has been duly elected and qualified or until his or her earlier resignation or removal.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES TO SERVE AS DIRECTORS.

Summary of Director Qualifications and Experience

 

Payments

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Public Company Boards

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Global Markets

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Years on Board

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7

 

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DIRECTOR NOMINEE BIOGRAPHIES

The following is additional information about each of the director nominees as of the date of this proxy statement, including their professional background, director positions held currently or at any time during the last five years, and the specific qualifications, experience, attributes or skills that caused the Nominating and Corporate Governance Committee and our Board to determine that the nominee should serve as one of our directors.

 

Lloyd A. Carney   Age: 58   Independent   Director Since: June 2015   Board Committees: Audit and Risk Committee		Public Company Directorships:   (current) Grid Dynamics Holdings Inc. (Chairman); Nuance Communications, Inc. (Chairman); Vertex Pharmaceuticals; Visa Inc. (prior) Brocade Communications Systems, Inc., Cypress Semiconductor Corporation; Micromuse, Inc. (Chairman)   Career Highlights:   •  Chief Acquisition Officer of Carney Technology Acquisition Corp. II, a special purpose acquisition corporation, since September 2020 •  Chief Executive Officer, Carney Global Ventures, LLC, an early round investor, since March 2007 •  Chief Executive Officer and director of Brocade Communications Systems, Inc., a global supplier of networking hardware and software from January 2013 to November 2017 •  Chief Executive Officer and director of Xsigo Systems, an information technology and hardware company, from 2008 to 2012 •  Chief Executive Officer and chairman of the board of Micromuse, Inc., a networking management software company, acquired by IBM, from 2003 to 2006 •  B.S. degree in Electrical Engineering Technology and an Honorary PhD from the Wentworth Institute of Technology, and a M.S. degree in Applied Business Management from Lesley College		Specific Qualifications, Experience, Attributes and Skills:         •  Held senior leadership roles at Juniper Networks, Inc., a networking equipment provider, Nortel Networks Inc., a former telecommunications and data networking equipment manufacturer, and Bay Networks, Inc., a computer networking products manufacturer •  As former Chief Executive Officer for Brocade and prior to that for multiple technology companies, he has extensive experience with information technology, strategic planning, finance and risk management •  As a director of a number of public and private companies, he has experience with corporate governance, financial reporting and controls, risk management and business strategy and operations
Mary B. Cranston   Age: 72   Independent   Director Since: October 2007   Board Committees: Finance Committee; Nominating and Corporate Governance Committee		Public Company Directorships:   (current) The Chemours Company; McAfee Corp.; Visa Inc. (prior) MyoKardia, Inc.; Exponent, Inc.; GrafTech International, Inc.; International Rectifier Corporation; Juniper Networks, Inc.   Career Highlights:   •  Retired Senior Partner of Pillsbury Winthrop Shaw Pittman LLP, an international law firm •  Chair and Chief Executive Officer of Pillsbury from January 1999 to April 2006; continued to serve as Chair of the firm until December 2006; Firm Senior Partner until January 2012 •  A.B. degree in Political Science from Stanford University, a J.D. degree from Stanford Law School and a M.A. degree in Educational Psychology from the University of California, Los Angeles		Specific Qualifications, Experience, Attributes and Skills:       •  Gained a broad understanding of the business and regulation of the financial services industry as well as of the management of a global enterprise through tenure at the Pillsbury law firm •  Represented banks and financial institutions for over 30 years, and as Chief Executive Officer of the law firm, regularly met with senior executives from banking clients, covering concerns and issues relevant to the financial services industry •  Oversaw the opening of the firm’s offices in London, Singapore, Sydney and Hong Kong, and expanded the Tokyo office •  Substantial expertise in complex antitrust, class action and securities law cases and was recognized by the National Law Journal in 2002 as one of the “100 Most Influential Lawyers in America” •  Regularly reviewed corporate strategies and financial and operational risks as a director of other U.S. publicly-traded companies •  Identified and managed legal risks for many Fortune 500 companies throughout her legal career •  Experience and background provide her with significant insight into the legal and regulatory issues facing Visa and its clients, as well as into the challenges of operating a diverse, multinational enterprise

 

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Francisco Javier Fernández-Carbajal   Age: 65   Independent   Director Since: October 2007   Board Committees: Compensation Committee; Finance Committee		Public Company Directorships:   (current) ALFA S.A.B. de C.V.; CEMEX S.A.B. de C.V.; Fomento Economico Mexicano, S.A.B. de C.V.; Visa Inc. (prior) El Puerto de Liverpool, S.A.B. de C.V.; Fresnillo, plc; Grupo Aeroportuario del Pacifico, S.A.B. de C.V.; Grupo Bimbo, S.A.B. de C.V.; Grupo Gigante, S.A.B. de C.V.; Grupo Lamosa, S.A.B. de C.V.; IXE Grupo Financiero S.A.B. de C.V.   Career Highlights:   •  Consultant for public and private investment transactions and wealth management advisor since January 2002 •  Chief Executive Officer of Servicios Administrativos Contry S.A. de C.V., a privately held company that provides central administrative and investment management services, since June 2005 •  Chief Executive Officer of the Corporate Development Division of Grupo Financiero BBVA Bancomer, S.A., a Mexico-based banking and financial services company that owns BBVA Bancomer, one of Mexico’s largest banks from July 2000 to January 2002; held other senior executive positions at Grupo Financiero BBVA Bancomer since joining in September 1991, serving as President from October 1999 to July 2000, and as Chief Financial Officer from October 1995 to October 1999 •  Degree in Mechanical and Electrical Engineering from the Instituto Tecnológico y de Estudios Superiores de Monterrey and an M.B.A. degree from Harvard Business School		Specific Qualifications, Experience, Attributes and Skills:       •  Substantial payment systems, financial services and leadership experience from his tenure with Grupo Financiero BBVA Bancomer, for which he served in a variety of senior executive roles, including Chief Executive Officer of the Corporate Development Division, Executive Vice President of Strategic Planning, Deputy President of Systems and Operations, Chief Information Officer, Deputy President, President and Chief Financial Officer •  Background and career in the payments and financial services industry in Mexico enable him to bring global perspectives to the board and to provide relevant insights regarding Visa’s strategies, operations and management. In addition, he chaired the BBVA Bancomer’s Assets and Liabilities Committee, Credit Committee and Operational Risk Committee, which enhanced his understanding of risk management of large, complex organizations •  As the Chief Financial Officer of a large publicly-traded company, and through his board and committee membership with several large companies in Mexico, he has accumulated extensive experience in corporate finance and accounting, financial reporting and internal controls, human resources and compensation, which contributes to his service on our Compensation and Finance Committees
Alfred F. Kelly, Jr.   Age: 62   Director Since: January 2014   Board Committees: None		Public Company Directorships:   (current) Visa Inc. (prior) MetLife Inc.; Affinion Group Holdings, Inc.; Affinion Group, Inc.   Career Highlights:   •  Chief Executive Officer, Visa Inc. since December 2016 and Chairman since April 2019 •  Chief Executive Officer and President of Intersection, a digital technology and media company, from March 2016 to October 2016 •  Management Advisor, TowerBrook Capital Partners L.P. from April 2015 to February 2016 •  Chairman, President and Chief Executive Officer of the 2014 NY/NJ Super Bowl Host Company, the entity created to raise funds for and host Super Bowl XLVIII, from April 2011 to August 2014 •  Held senior positions at the American Express Company, a global financial services company, for 23 years, including serving as President from July 2007 to April 2010, Group President, Consumer, Small Business and Merchant Services from June 2005 to July 2007, and Group President, U.S. Consumer and Small Business Services from June 2000 to June 2005 •  Former head of information systems at the White House from 1985 to 1987 •  Held various positions in information systems and financial planning at PepsiCo Inc. from 1981 to 1985 •  B.A. degree in Computer and Information Science and an M.B.A. degree from Iona College		Specific Qualifications, Experience, Attributes and Skills:       •  As the President of American Express, he was responsible for the company’s global consumer businesses, including consumer and small business cards, customer service, global banking, prepaid products, consumer travel and risk and information management •  Significant tenure and experience as a senior executive of a global financial services and payment card company provide him with a thorough understanding of our business and industry •  Has experience in information technology and data management, both areas relevant to our business, from his service as the head of information systems of the White House and his roles at PepsiCo •  His previous service as a member of the Audit Committee of MetLife, and as Chair of the Audit Committees of Affinion Group Holdings, Inc. and its wholly-owned subsidiary, Affinion Group, Inc., enhanced his expertise in the areas of corporate finance, accounting, internal controls and procedures for financial reporting, risk management oversight and other audit committee functions

 

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Ramon Laguarta   Age: 57   Independent   Director Since: November 2019   Board Committees: Audit and Risk Committee; Nominating and Corporate Governance Committee		Public Company Directorships:   (current) PepsiCo, Inc.; Visa Inc. (prior) none   Career Highlights:   •  Chief Executive Officer of PepsiCo, Inc. since October 2018 and Chairman of the Board since February 2019 •  Held several other senior positions at PepsiCo for over 20 years, including: President (2017-2018); Chief Executive Officer, Europe Sub-Saharan Africa (2015-2017); Chief Executive Officer, Europe (2015); President, Developing and Emerging Markets, PepsiCo Europe (2012-2015); President, Eastern Europe, PepsiCo Europe (2008-2012); Commercial Vice President, Snacks and Beverages, PepsiCo Europe (2006-2008); General Manager, Iberia Snacks and Juices (2003-2006); General Manager, Spain Snacks (2001-2003); General Manager, Greece and Cyprus (1999-2001); and Vice President, Business Development (1996-1999) •  M.B.A. in international business from ESADE Business School in Spain and a Masters in international management from Thunderbird School of Global Management at Arizona State University		Specific Qualifications, Experience, Attributes and Skills:       •  Strong leadership skills and extensive consumer packaged goods experience gained from the 20-plus years he spent in a variety of senior operational and executive roles at PepsiCo enables him to provide valuable market and consumer insights. •  His numerous international senior management positions, including living in Europe and leading PepsiCo’s Europe Sub-Saharan Africa division, which has operations that span three continents and is composed of developed, developing and emerging markets, provides invaluable perspectives on the global marketplace and sustainability. He speaks multiple languages including English, Spanish, French, German and Greek. •  His deep experience and strong understanding of the key strategic challenges and opportunities of running a large global business make him well-positioned to oversee strategic planning, operations, marketing, brand development and logistics.
John F. Lundgren   Age: 69   Independent   Director Since: April 2017   Board Committees: Compensation Committee; Nominating and Corporate Governance Committee		Public Company Directorships:   (current) Callaway Golf Company (Chairman); Visa Inc. (prior) Stanley Black & Decker, Inc.; Staples, Inc.   Career Highlights:   •  Lead Independent Director of our Board since April 2019 •  Chief Executive Officer of Stanley Black & Decker, Inc. from March 2010 until his retirement in July 2016; also served as Chairman until December 2016 •  Chairman and Chief Executive Officer of The Stanley Works, a worldwide supplier of consumer products, industrial tools and security solutions for professional, industrial and consumer use, from March 2004 until its merger with Black & Decker in March 2010 •  President of European Consumer Products of Georgia-Pacific Corporation from January 2000 to February 2004 •  President of European Consumer Products of James River Corporation from 1995 to 1997 and Fort James Corporation from 1997 to 2000 until its acquisition by Georgia-Pacific •  B.A. degree from Dartmouth College and an M.B.A. from Stanford University		Specific Qualifications, Experience, Attributes and Skills:     •  Substantial executive leadership and brand experience having served over 12 years as Chief Executive Officer and Chairman of Stanley Black & Decker and The Stanley Works •  Knowledge and experience with consumer market in Europe having served as President, European Consumer Products of Georgia Pacific Corporation, Fort James Corporation and James River Corporation for over 14 years •  Currently serves as a member of the Audit Committee of Callaway Golf Company, providing him with experience in the areas of corporate finance, accounting, internal controls and procedures for financial reporting, risk management oversight and other audit committee functions •  As a director of other public companies, he has experience with corporate governance, risk management, and business strategy and operations

 

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