Tuesday, January 29, 2019     

at 8:30 a.m. Pacific Time     

Le Méridien San Francisco     

333 Battery Street,     

San Francisco, California 94111     

If you wish to attend the     

Annual Meeting in person, you     

must reserve your seat by     

January 25, 2019 by contacting     

our Investor Relations     

Department at (650) 432-7644.     

Please refer to the “Voting and     

Meeting Information” section of     

the proxy statement for     

additional information.     

A live audio webcast of the    

Annual Meeting will be    

available on the Investor    

Relations page of our website    

at http://investor.visa.com at    

8:30 a.m. Pacific Time on    

January 29, 2019.    

Items of Business

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

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

3.  To ratify the appointment of KPMG LLP as our independent registered public accounting firm for fiscal year 2019; and

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

The proxy statement more fully describes these proposals.

Record Date

Holders of our Class A common stock at the close of business on November 30, 2018 are entitled to notice of and to vote at the Annual Meeting and any adjournment or postponement thereof. Holders of our Class A common stock will be entitled to vote on all proposals.

Proxy Voting

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

On or about December 6, 2018, 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 2018 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 6, 2018

Important Notice Regarding the Availability of Proxy Materials
for the 2019 Annual Meeting of Stockholders to be held on
January 29, 2019. The proxy statement and Visa’s Annual
Report for fiscal year 2018 are available at
http://investor.visa.com.

PROXY SUMMARY

CORPORATE GOVERNANCE

Board Leadership Structure

Board of Directors and Committee Evaluations

Director Succession Planning and Board Refreshment

Independence of Directors

Executive Sessions of the Board of Directors

Limitation on Other Board and Audit Committee Service

Management Development and Succession Planning

The Board of Directors’ Role in Risk Oversight

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

Communicating with the Board of Directors

Attendance at Board, Committee and Annual Stockholder Meetings

Codes of Conduct and Ethics

Political Engagement and Disclosure

Corporate Responsibility and Sustainability

COMMITTEES OF THE BOARD OF DIRECTORS

Audit and Risk Committee

Certain Relationships and Related Person Transactions

Report of the Audit and Risk Committee

Compensation Committee

Compensation Committee Interlocks and Insider Participation

Risk Assessment of Compensation Programs

Compensation Committee Report

Nominating and Corporate Governance Committee

Process for Nomination of Director Candidates

Stockholder Proposed Candidates

Criteria for Nomination to the Board of Directors and Diversity

COMPENSATION OF NON-EMPLOYEE DIRECTORS

Highlights of our Non-Employee Directors Compensation Program

Annual Retainers Paid in Cash

Equity Compensation

Stock Ownership Guidelines

Charitable Matching Gift Program

Director Compensation Table for Fiscal Year 2018

Fees Earned or Paid in Cash

PROPOSAL 1  – ELECTION OF DIRECTORS

DIRECTOR NOMINEE BIOGRAPHIES

BENEFICIAL OWNERSHIP OF EQUITY SECURITIES

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

EXECUTIVE OFFICERS

COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

Say-on-Pay

Setting Executive Compensation

Compensation Philosophy and Objectives

Components of Executive Compensation

Summary of Fiscal Year 2018 Base Salary and Incentive Compensation

Fiscal Year 2018 Compensation

Fiscal Year 2019 Compensation

Other Equity Grant Practices and Policies

Policy Regarding Clawback of Incentive Compensation

Tax Implications – Deductibility of Executive Compensation

CEO PAY RATIO

EXECUTIVE COMPENSATION

Summary Compensation Table for Fiscal Year 2018

All Other Compensation in Fiscal Year 2018 Table

Grants of Plan-Based Awards in Fiscal Year 2018 Table

Outstanding Equity Awards at 2018 Fiscal Year-End Table

Option Exercises and Stock Vested Table for Fiscal Year 2018

Pension Benefits Table for Fiscal Year 2018

Visa Retirement Plan

Visa Excess Retirement Benefit Plan

Non-qualified Deferred Compensation for Fiscal Year 2018

Employment Arrangements and Potential Payments upon Termination or Change of Control

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

PROPOSAL 3  – RATIFICATION OF THE APPOINTMENT OF KPMG LLP

Independent Registered Public Accounting Firm Fees

VOTING AND MEETING INFORMATION

Information About Solicitation and Voting

Who Can Vote

How to Vote

Change or Revoke a Proxy or Vote

How Proxies are Voted

Proxy Solicitor

Voting Results

Viewing the List of Stockholders

Attending the Meeting

OTHER INFORMATION

Stockholder Nomination of Director Candidates and Other Stockholder Proposals for 2020 Annual Meeting

Stockholders Sharing the Same Address

Fiscal Year 2018 Annual Report and SEC Filings

Feedback Incorporated

Over the past few years, the evaluation process has led to a broader scope of topics covered in the board meetings and
improvements in board process. Last year’s evaluation contributed to the Board:

•  appointing Denise Morrison to the Board
•  holding one of its quarterly meetings in our London office
•  forming a Finance Committee to oversee the Company’s financial-related matters

This year’s evaluation identified areas for continued focus, including:

•  strategy development
•  risk management, including technology
•  diversity, including gender and minority equality
•  Board composition in support of long-term strategy, and
•  corporate culture

Limit on publicly-traded board and

committee service, including Visa

All directors

Directors who are CEOs of a publicly-traded company

Directors who serve on our Audit and Risk Committee

Audit and Risk Committee

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

•  financial statements, financial reporting and internal controls

•   tax strategy

•  credit and liquidity

•  legal and regulatory

•  key operational risks

•   technology, including information security and cybersecurity

•  data privacy, including GDPR

•   compliance and ethics program, including AML and sanctions and

•   business continuity plan

Compensation Committee

Oversees risks related to employees and compensation, including:

•   our compensation policies and practices for all employees, and

•   our incentive and equity- based compensation plans

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

Nominating and Corporate

Governance Committee

Oversees risks related to our overall corporate governance, including:

•   board effectiveness

•   board and committee composition

•  board size and structure

•   director independence

•   board succession

•   senior management succession, and

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

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.

board composition and refreshment, including diversity and skills criteria

board risk oversight, including cybersecurity and privacy

our executive compensation program and philosophy

corporate responsibility and sustainability, including human capital management

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

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

Board and Committee Oversight: The Nominating and Corporate Governance Committee’s charter includes formal responsibility for and oversight of corporate responsibility and sustainability policies, programs and reporting

Transforming Commerce Innovation & Technology Payments Security Expanding Access Financial Inclusion Partnerships Solutions Investing in Our People Employee Development & Engagement Diversity & Inclusion Employee Benefits Operating Responsibly Corporate Governance Ethics & Compliance Engaging with Governments Consumer Privacy Environmental Sustainability Responsible Sourcing Strengthening Communities Financial Literacy Employee Involvement Community Giving

✓ Visa Innovation Centers in San Francisco, Singapore, London, Miami, Dubai, Berlin, Sao Paolo

✓ Visa Developer Platform opened to clients and partners in Europe

✓ Visa Everywhere Initiative expanded to Europe and Latin America

✓ Expanded efforts to drive the security of payments data in all channels of commerce

✓ New financial inclusion programs underway in Egypt, India, Mexico and beyond

✓ Reached 200 million+ previously unbanked / underserved people with access to electronic payments account in recent years toward goal of 500 million by 2020

✓ Expanded Visa University through new learning paths, Payments Everywhere program

✓ Advanced our diversity and inclusion initiatives; signed CEO Action for D&I pledge

✓ Added employee benefits: survivor income, back-up child and elder care, concierge service

✓ Opened a comprehensive employee health center in the Bay Area

✓ Committed to transition to 100% renewable electricity by end of 2019

✓ Completed 10^th annual global environmental footprint; absolute GHG emissions declined YOY

✓ Nearly 70% of global office / data center square footage awarded LEED or other green-building certification as of 2017

✓ Launched new Supplier Code of Conduct to all active suppliers

✓ Named a “Trendsetter” for political transparency in CPA-Zicklin Index

✓ Established and launched the Visa Foundation; initial grant of up to $20M to Women’s World Banking over five years

✓ Estimated 40 million+ individuals reached via Visa’s financial literacy programs in 44 markets around the world since 2009; 378 financial institutions use Visa’s financial literacy materials

✓ 35,000 employee hours volunteered in 2017

✓ Responded to major humanitarian crises, including Hurricanes Harvey, Irma and Maria

Dow Jones Sustainability Index – in 2018, placed on DJSI for second year in a row. Overall score has steadily increased since 2016.

FTSE4Good – All category subscores (Environmental, Social, and Governance) increased in 2017.

MSCI – “A” rating. MSCI ratings have risen consistently since 2014.

Newsweek Green Rankings – #73 of 500 U.S. companies. Up 170 spots from prior year. Top among payments networks.

100 Best Corporate Citizens 2018 – Named for the first time in 2018 to Corporate Responsibility Magazine’s list of the 100 Best Corporate Citizens. Only payments network among the 100 Best.

World’s Most Ethical Companies – Named one of the World’s Most Ethical Companies for the sixth consecutive time in 2018.

Audit and Risk Committee

  Committee members:

  Lloyd A. Carney,

      Audit Committee Financial Expert

  Mary B Cranston, Chair

  Gary A. Hoffman (resigned in March   2018)

  John F. Lundgren,

      Audit Committee Financial Expert

  Number of meetings in
  fiscal year 2018: 7

“The Committee remains focused on reviewing the key risks facing Visa; and oversaw the Company’s response to several regulatory developments, including adoption of the GDPR in Europe and corporate tax reform in the U.S.”

– Mary B. Cranston, Chair

Reviewed and discussed with management the adoption of the new revenue recognition accounting standard, which is effective for Visa on October 1, 2018;

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;

Selected, approved the compensation of, and oversaw the work of KPMG, including the forthcoming audit partner rotation for FY2019;

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;

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

Reviewed and recommended to the Board for approval 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;

Reviewed tax strategy and the impact of U.S. tax reform;

Monitored the Company’s technology risks, including migration of Visa Europe’s systems onto VisaNet, business continuity, privacy and data protection (including compliance with GDPR) and cybersecurity;

Reviewed and discussed the 2018 budget with management;

Reviewed and approved the FY2018 Global Business Continuity Program plan, Risk Appetite Framework, the FY2018 internal audit plan and the Internal Audit Charter;

Reviewed and approved our Related Person Transactions Policy; and

Reviewed and reapproved 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.

Compensation Committee

  Committee members:

Francisco Javier Fernández-Carbajal

      Suzanne Nora Johnson, Chair

      John A. C. Swainson

      Maynard G. Webb, Jr.

  Number of meetings in

  fiscal year 2018: 6

“In 2018, we continued with our commitment to paying for performance and preferring variable over fixed pay through the use of multiple metrics, compensation types, and measurement periods designed to support stockholder value creation, while avoiding undue risk.”

– Suzanne Nora Johnson, Chair

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;

Evaluated the performance of our Chief Executive Officer and other named executive officers in light of the corporate goals and objectives and, based on such 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, including Company tax deductibility;

Reviewed the operations of the Company’s executive compensation programs 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 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;

Reviewed the appropriateness of the Company’s peer group;

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

Received and reviewed updates on regulatory and compensation trends and compliance, including disclosure of the ratio of median employee compensation to CEO compensation.

A Balanced Mix of Compensation Components – The target compensation mix for our executive officers is composed of salary, annual cash incentives and long-term equity incentives, representing a mix that is not overly weighted toward short-term cash incentives.

Multiple Performance Factors – Our incentive compensation plans use Company-wide metrics and individual performance goals, which encourage the achievement of objectives for the overall benefit of the Company. Annual cash incentive awards are dependent on multiple performance metrics including Net Income Growth and Net Revenue Growth, both as adjusted for unusual or non-recurring items, as well as individual goals related to specific strategic or operational objectives.

Long-term Incentives – Our long-term incentives are equity-based and generally have a three-year vesting schedule to complement our annual cash-based incentives.

Capped Incentive Awards – Annual incentive awards and performance share awards are capped at 200% of target for executive officers.

Stock Ownership Guidelines – Our guidelines call for significant share ownership, which aligns the interests of our executive officers with the long-term interests of our stockholders.

Clawback Policy – Our Clawback Policy authorizes the Board to recoup past incentive compensation in the event of a material restatement of the Company’s financial results due to fraud, intentional misconduct or gross negligence of the executive officer.

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

Suzanne Nora Johnson (Chair)

Francisco Javier Fernández-Carbajal

John A. C. Swainson

Maynard G. Webb, Jr.

Nominating and Corporate Governance Committee

  Committee members:

  Francisco Javier Fernandez-Carbajal

  Suzanne Nora Johnson

  John A. C. Swainson, Chair

  Maynard G. Webb, Jr.

  Number of meetings in
  fiscal year 2017: 8

“In 2018, we continued to focus on board composition and structure, adding Denise Morrison to the Board and forming a Finance Committee to assist the Board in its oversight of the Company’s financial matters.”

– John A. C. Swainson, Chair

Identified, selected and recommended a new director, Denise M. Morrison, to serve as a member of the Board, and effective January 1, 2019, the Audit and Risk Committee;

Recommended the formation of a Finance Committee to have oversight of the Company’s finances, capital allocation and investments; dividends and stock repurchase programs; mergers and acquisitions; debt, credit facilities, financings and capital structure; and other tax, treasury and insurance matters, which the Board approved to be effective January 1, 2019;

Reviewed the criteria used to identify individuals qualified to become our 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 the company’s governance practices and policies, which were approved by the Board, including

the Corporate Governance Guidelines, which was revised to formalize the Board’s commitment to board diversity and refreshment; and disclose current practices such as our hedging and pledging prohibition and oversight of management succession planning, in addition to CEO succession planning;

Nominating and Corporate Governance Committee Charter, which was revised to disclose the Committee’s current practice of reviewing the director qualification criteria in light of the Company’s long-term strategy and oversight of the Company’s ESG stockholder engagement program; and

Board Communications Policy.

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 of 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;

Reviewed and approved the 2018 corporate political contribution plan, and oversaw the Company’s political contributions and lobbying activities; and

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

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

u

Review selected candidates for election / appointment at recommendation by NCGC

u

u

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

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

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

Formulaic Annual Equity Grants with Immediate Vesting: Annual restricted stock units are granted under a fixed-value formula with immediate vesting to support independence.

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

Limited Perquisites and No Related Tax Gross-Ups: Other benefits are limited (e.g., matching charitable contributions).

  Annual Board Membership

  Independent Chair

  Audit and Risk Committee Membership

$20,000

  Compensation Committee Membership

$10,000

  Nominating and Corporate Governance Committee Membership

$10,000

  Audit and Risk Committee Chair

$25,000

(in addition to member retainer)

  Compensation Committee Chair

$20,000

(in addition to member retainer)

  Nominating and Corporate Governance Committee Chair

$20,000

(in addition to member retainer)

  Lloyd A. Carney

315,047

  Mary B. Cranston

  Francisco Javier Fernández-Carbajal

  Gary A. Hoffman

  John F. Lundgren⁽⁶⁾

  Robert W. Matschullat

  Denise M. Morrison⁽⁷⁾

  Suzanne Nora Johnson

  John A. C. Swainson

  Maynard G. Webb, Jr.

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

Represents the aggregate grant date fair value of the awards granted to each director computed in accordance with stock-based accounting rules (Financial Standards Accounting Board (“FASB”) ASC Topic 718). Assumptions used in the calculation of these amounts are included in Note 13 – Share-based Compensation to our fiscal year 2018 consolidated financial statements, which are included in our Annual Report on Form 10-K filed with the SEC on November 16, 2018.

Amounts include the matching contributions we made on behalf of our directors for fiscal year 2018 pursuant to our Board Charitable Matching Gift Program in the amount of: $15,000 for Ms. Cranston; $27,500 for Mr. Matschullat; $10,000 for Ms. Nora Johnson; $6,000 for Mr. Swainson; and $15,000 for Mr. Webb. Because fiscal year 2018 overlaps two calendar years, amounts matched on behalf of Mr. Matschullat during the fiscal year are greater than $15,000 even though his donations were within the $15,000 per calendar year limit. The amounts also include the $5,000 matching contributions we made on behalf of each of the following directors for fiscal year 2018 pursuant to our PAC Charitable Matching Program: Mr. Carney; Ms. Cranston; Mr. Lundgren, Mr. Matschullat; Ms. Nora Johnson; Mr. Swainson; and Mr. Webb. For Mr. Swainson, this amount also includes the cost of his spouse’s commercial travel expenses totaling $12,862 related to a Board of Directors’ July 2018 meeting in London and the 2018 FIFA World Cup in Moscow. The value of the spousal travel expenses related to these events that are less than $10,000 are not included in the table above, consistent with SEC rules, which do not require disclosure of perquisites that are less than $10,000 in the aggregate.

Mr. Hoffman’s stock award also includes the pro-rata award for his final partial year of service as a director through March 29, 2018.

Mr. Hoffman’s All Other Compensation reflects $171,477 in compensation during fiscal year 2018 in consideration for his services as a director of Visa Europe. This amount was converted from the Great British Pound using the exchange rate on the last day of the fiscal year, September 30, 2018.

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

Ms. Morrison was appointed to the board on August 2, 2018. Because she was not a director at the beginning of the quarter, she received no compensation payments during the 2018 fiscal year.

Board

Retainer
($)

Independent
Chair

Retainer

($)

Audit and

Risk
Committee
Chair/
Member
Retainer

($)

Compensation
Committee
Chair/
Member
Retainer

($)

Nominating

and Corporate
Governance
Committee
Chair/

Member
Retainer

($)

  Lloyd A. Carney

  Mary B. Cranston

  Francisco Javier Fernández-Carbajal

  Gary A. Hoffman⁽¹⁾

  John F. Lundgren

  Robert W. Matschullat

  Suzanne Nora Johnson

  John A. C. Swainson

  Maynard G. Webb, Jr.

Mr. Hoffman resigned from the Board effective March 29, 2018. The amounts shown reflect prorated cash fees Mr. Hoffman earned for service during the portion of the fiscal year 2018 during which he served as a director.

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Government | Geo-political    

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Lloyd A. Carney

Age: 56

Independent

Director Since:

June 2015

Board Committees:

Audit and Risk

Committee

Public Company Directorships:

(current) Nuance Communications, Inc.; ChaSerg Technology Acquisition Corp; Visa Inc.

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

Micromuse, Inc. (Chairman)

Career Highlights:

•  Chief Executive Officer and director, ChaSerg Technology Acquisition Corp, a Special Purpose Acquisition Corp since September 2018

•  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: 70

Independent

Director Since:

October 2007

Board Committees:

Audit and Risk

Committee

Public Company Directorships:

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

(prior) Exponent, Inc.; GrafTech International, Inc.; International Rectifier Corporation; Juniper Networks, Inc.

Career Highlights:

•  Retired Senior Partner of Pillsbury Winthrop Shaw Pittman LLP, an international law firm

•  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 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, which has helped inform her service as Chair of the Audit and Risk Committee

•  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

Francisco Javier Fernández-Carbajal

Age: 63

Independent

Director Since:

October 2007

Board Committees:

Compensation Committee;

Nominating and Corporate Governance Committee

Public Company Directorships:

(current) ALFA S.A.B. de C.V.; CEMEX S.A.B. de C.V.; Fomento Economico Mexicano, S.A.B. de C.V.; Visa Inc.

(prior) El Puerto de Liverpool, S.A.B. de C.V.; Fresnillo, plc; Grupo Aeroportuario del Pacifico, S.A.B. de C.V.; Grupo Bimbo, S.A.B. de C.V.; Grupo Gigante, S.A.B. de C.V.; Grupo Lamosa, S.A.B. de C.V.; IXE Grupo Financiero S.A.B. de C.V.

Career Highlights:

•  Consultant for public and private investment transactions and wealth management advisor since January 2002

•  Director General of Servicios Administrativos Contry S.A. de C.V., a privately held company that provides central administrative and investment management services, since June 2005

•  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 Nominating and Corporate Governance Committees

Alfred F. Kelly, Jr.

Age: 60

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

•  Chief Executive Officer and President of Intersection, a digital technology and media company, from March 2016 to October 2016

•  Management Advisor, TowerBrook Capital Partners L.P. from April 2015 to February 2016

•  Chairman, President and Chief Executive Officer of the 2014 NY/NJ Super Bowl Host Company, the entity created to raise funds for and host Super Bowl XLVIII, from April 2011 to August 2014

•  Held senior positions at the American Express Company, a global financial services company, for 23 years, including serving as President from July 2007 to April 2010, Group President, Consumer, Small Business and Merchant Services from June 2005 to July 2007, and Group President, U.S. Consumer and Small Business Services from June 2000 to June 2005

•  Former head of information systems at the White House from 1985 to 1987

•  Held various positions in information systems and financial planning at PepsiCo Inc. from 1981 to 1985

•  B.A. degree in Computer and Information Science and a M.B.A. degree from Iona College

Specific Qualifications, Experience, Attributes and Skills:

•  As the President of American Express, he was responsible for the company’s global consumer businesses, including consumer and small business cards, customer service, global banking, prepaid products, consumer travel and risk and information management

•  Significant tenure and experience as a senior executive of a global financial services and payment card company provide him with a thorough understanding of our business and industry

•  Has experience in information technology and data management, both areas relevant to our business, from his service as the head of information systems of the White House and his roles at PepsiCo

•  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

John F. Lundgren

Age: 67

Independent

Director Since:

April 2017

Board Committees:

Audit and Risk Committee

Public Company Directorships:

(current) Callaway Golf Company; Visa Inc.

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

Career Highlights:

•  Chief Executive Officer of Stanley Black & Decker, Inc. from March 2010 until his retirement in July 2016; also served as Chairman until December 2016

•  Chairman and Chief Executive Officer of The Stanley Works, a worldwide supplier of consumer products, industrial tools and security solutions for professional, industrial and consumer use, from March 2004 until its merger with Black & Decker in March 2010

•  President of European Consumer Products of Georgia-Pacific Corporation from January 2000 to February 2004

•  President of European Consumer Products of James River Corporation from 1995 to 1997 and Fort James Corporation from 1997 to 2000 until its acquisition by Georgia-Pacific

•  B.A. degree from Dartmouth College and an MBA from Stanford University

Specific Qualifications, Experience, Attributes and Skills:

•  Substantial executive leadership and brand experience having served over 12 years as Chief Executive Officer and Chairman of Stanley Black & Decker and The Stanley Works

•  Knowledge and experience with consumer market in Europe having served as President, European Consumer Products of Georgia Pacific Corporation, Fort James Corporation and James River Corporation for over 14 years

•  Currently serves as a member of the Audit Committee of Callaway Golf Company, providing him with experience in the areas of corporate finance, accounting, internal controls and procedures for financial reporting, risk management oversight and other audit committee functions

•  As a director of other public companies, he has experience with corporate governance, risk management, and business strategy and operations

Robert W. Matschullat

Age: 71

Independent

Director Since:

October 2007

Board Committees:

Attends committee meetings in his capacity as independent Chair of the Board, but is not a committee member, is not counted for purposes of determining quorum for committee meetings and does not vote on committee matters.

Public Company Directorships:

(current) The Clorox Company; Visa Inc.

(prior) The Walt Disney Company; McKesson Corporation; Morgan Stanley & Co. Incorporated; The Seagram Company Limited

Career Highlights:

•  Independent Chair of our Board since April 2013

•  Independent Lead Director (November 2012 to July 2015); interim Chairman and interim Chief Executive Officer (March 2006 to October 2006); Presiding Director (January 2005 to March 2006), and Chairman of the board (January 2004 to January 2005) of the Clorox Company, a global consumer products company

•  Vice Chairman of the board of directors and Chief Financial Officer of The Seagram Company Limited, a global company with entertainment and beverage operations, from 1995 until 2000

•  Head of worldwide investment banking at Morgan Stanley & Co. Incorporated, a securities and investment firm, from 1991 to 1995

•  Served on the board of directors of The Walt Disney Company from 2002 to 2018, McKesson Corporation from 2002 to 2007, and Morgan Stanley from 1992 to 1995

•  B.A. degree in Sociology from Stanford University and a M.B.A. degree from the Stanford Graduate School of Business

Specific Qualifications, Experience, Attributes and Skills:

•  Substantial executive leadership, financial services and risk management experience, having served as the head of worldwide investment banking and a director of Morgan Stanley, the Vice Chairman and Chief Financial Officer of Seagram, and the Chairman and interim Chief Executive Officer of Clorox

•  Was responsible for all finance, strategic planning, corporate communications, government, tax, accounting and internal auditing, mergers and acquisitions and risk management functions at Seagram

•  Served as the chair of the Audit Committee of Disney and Clorox, and as chair of the Finance Committee and a member of the Audit Committee of McKesson. These roles enhanced his expertise in the areas of corporate finance, accounting, internal controls and procedures for financial reporting, risk management oversight and other audit committee functions

•  Has experience managing complex, multinational operations from his tenure at Morgan Stanley, which operates in over 42 countries around the world, as well as Seagram and Clorox, whose products are sold in over 100 countries

Denise M. Morrison

Age: 64

Independent

Director Since:

August 2018

Board Committees:

Audit and Risk Committee

(Effective January 1, 2019)

Public Company Directorships:

(current) Metlife, Inc.; Visa Inc.

(prior) Campbell Soup Company

Career Highlights:

•  President and Chief Executive Officer (August 2011 to May 2018), and a Board member (October 2010 to May 2018); Executive Vice President and COO (October 2010 to July 2011); Senior Vice President, President of North America Soup, Sauces and Beverages (October 2007 to September 2010); President, Campbell USA (June 2005 to September 2007); and President, Global Sales and Chief Customer Officer (April 2003 and May 2005) of Campbell Soup Company, a food and beverage company

•  Held senior positions at Kraft Foods, Inc., a food and beverage company, including Executive Vice President and General Manager, Snacks Division from 2001 to 2003; Executive Vice President and General Manager, Confections Division in 2001; Senior Vice President and General Manager, Nabisco Down the Street Division in 2000; Senior Vice President, Nabisco Sales and Integrated Logistics from 1998 to 2000; Vice President, Nabisco Foods Sales and Integrated Logistics from 1997 to 1998 and Area Vice President, West, Nabisco Sales and Integrated Logistics from 1995 to 1997

•  Held various senior marketing and sales positions at Nestle SA from 1984 to 1995

•  Held Business Development manager position at PepsiCo, Inc. from 1982 to 1984

•  Held various manager and sales positions at The Procter & Gamble Company from 1975 to 1982

•  B.S. degrees in Economics and Psychology from Boston College

Specific Qualifications, Experience, Attributes and Skills:

•  Distinguished record of building strong businesses and growing iconic brands, having served over 15 years as Chief Executive Officer and other senior management roles at Campbell Soup Company, whose products are sold in over 120 countries around the world

•  Her extensive executive leadership experience provides her with a strong understanding of the key strategic challenges and opportunities of running a large, complex business, including financial management, operations, risk management, talent management and succession planning

•  Her prior experience in sales, marketing, operations and business development in leading consumer product companies add to her deep understanding of the consumer and retail market

•  Her board and committee service with public and private companies provide her with a strong understanding of the effective functioning of corporate governance structures

Suzanne Nora Johnson

Age: 61

Independent

Director Since:

October 2007

Board Committees:

Compensation Committee;

Nominating and Corporate Governance Committee

Public Company Directorships:

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

Career Highlights:

•  Vice Chairman of the Goldman Sachs Group, Inc., a bank holding company and a global investment banking, securities and investment management firm, from November 2004 until her retirement in January 2007

•  Served in various leadership roles at Goldman Sachs, including Chair of the Global Markets Institute, head of the Global Investment Research Division and head of the Global Healthcare Business; founded the firm’s Latin American business

•  B.A. degree in Economics, Philosophy/Religion and Political Science from the University of Southern California and a J.D. degree from Harvard Law School

Specific Qualifications, Experience, Attributes and Skills:

•  Extensive financial services, international and executive leadership experience from her 21-year tenure at Goldman Sachs. As Vice Chairman of the firm, as well as in her prior roles as Chair of the Global Markets Institute, head of the Global Investment Research Division and head of the firm’s Global Healthcare Business, she gained expertise in strategic and financial planning, risk oversight and multinational operations, which enables her to provide sound guidance and insight regarding Visa’s strategies and management

•  Significant financial experience from her work in investment banking and investment research, including a thorough understanding of financial statements, corporate finance, accounting and capital markets

•  Clerked for the United States Court of Appeals for the Fourth Circuit and practiced transactional and banking law at a pre-eminent national law firm, a background that provides her with insight into the laws and regulations that impact Visa

•  Her board and committee service for American International Group, Intuit and Pfizer similarly contribute to her strong understanding of corporate governance and the best practices of effective publicly-traded company boards

John A. C. Swainson

Age: 64

Independent

Director Since:

October 2007

Board Committees:

Compensation Committee;

Nominating and Corporate Governance Committee

Public Company Directorships:

(current) Visa Inc.

(prior) Assurant Inc.; Broadcom Corporation, CA, Inc.; Cadence Design Systems Inc.

Career Highlights:

•  Executive Partner, Siris Capital Group, a private equity firm, since November 2017

•  President of the Software Group of Dell Inc., a global computer manufacturer and information technology solutions provider, from February 2012 to November 2016

•  Senior Advisor to Silver Lake Partners, a global private investment firm, from June 2010 to February 2012

•  Chief Executive Officer of CA, Inc. (now CA Technologies), an information technology management software company, from February 2005 to December 2009 and was President and a director of CA, Inc. from November 2004 to December 2009

•  Vice President of Worldwide Sales for the Software Group of International Business Machines Corporation (IBM), a globally integrated technology company, from July 2004 to November 2004

•  General Manager of the Application Integration Middleware division of IBM from 1997 to 2004

•  Bachelor of Applied Science degree in Engineering from the University of British Columbia

Specific Qualifications, Experience, Attributes and Skills:

•  Significant experience in the information technology industry, as well as in executive management, international operations, strategy, sales and marketing, from his tenure at Dell, CA Inc., and IBM

•  Responsible for leading Dell’s worldwide software businesses as the President of the Software Group, including software delivered as part of Dell’s hardware and services operations.

•  Oversaw the strategic direction and day-to-day operations as the Chief Executive Officer and director of CA, Inc., which is a multinational enterprise software business serving clients around the globe

•  Spent 26 years as a senior executive at IBM, including as Vice President of Worldwide Software Sales, where he oversaw sales for all IBM software products globally

•  Served as the General Manager of the Application Integration and Middleware Division, IBM’s largest software division, where he and his team developed, marketed and launched highly successful middleware products

•  Member of IBM’s Worldwide Management Council, strategy team and senior leadership team

•  Extensive executive experience from his roles at Dell, CA Inc., and IBM enables him to provide valuable insight into Visa’s product and growth strategies and other key aspects of the Company’s day-to-day business and management

•  Prior board and committee service for Cadence Design Systems Inc., Assurant Inc. and Broadcom Corporation broadened his exposure to new technologies, and provided him with expertise in the corporate governance of U.S. publicly-traded companies, which is relevant to his service on our Nominating and Corporate Governance Committee and Compensation Committee

Maynard G. Webb, Jr.

Age: 63

Independent

Director Since:

January 2014

Board Committees:

Compensation Committee;

Nominating and Corporate Governance Committee

Public Company Directorships:

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

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

Career Highlights:

•  Founder of Webb Investment Network, an early stage investment firm, and a co-founder of Everwise Corporation, a provider of workplace mentoring solutions

•  Chairman of the Board of LiveOps Inc., a cloud-based call center, from 2008 to 2013 and was its Chief Executive Officer from December 2006 to July 2011

•  Chief Operating Officer of eBay, Inc., a global commerce and payments provider, from June 2002 to August 2006, and President of eBay Technologies from August 1999 to June 2002

•  Senior Vice President and Chief Information Officer at Gateway, Inc., a computer manufacturer, from July 1998 to August 1999

•  Vice President and Chief Information Officer at Bay Networks, Inc., a computer networking products manufacturer, from February 1995 to July 1998

•  Bachelor of Applied Arts degree from Florida Atlantic University

Specific Qualifications, Experience, Attributes and Skills:

•  Significant experience in developing, managing and leading high-growth technology companies, both from his roles as an investor and as a senior executive of LiveOps and eBay

•  Substantial leadership and operational experience, having served as the Chief Executive Officer of LiveOps, Chief Operating Officer of eBay, Inc., President of eBay Technologies, and as Chief Information Officer of Gateway and Bay Networks

•  His experience and expertise in engineering and information technology, as well as his prior and current service on the boards of several large, publicly-traded technology companies, enable him to contribute to the board’s understanding and oversight of Visa’s management, operations, systems and strategies

each member of the Board;

our named executive officers for fiscal year 2018; and

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

Shares Issuable

Pursuant to Options
Exercisable within 60 days

of November 30, 2018

Directors and Named Executive Officers:

Rajat Taneja

Ryan McInerney

Alfred F. Kelly, Jr.

Vasant Prabhu

Kelly Mahon Tullier

Suzanne Nora Johnson

John A. C. Swainson

Robert W. Matschullat

Francisco Javier Fernández-Carbajal

Mary B. Cranston

Lloyd A. Carney

John F. Lundgren

Denise M. Morrison

Maynard G. Webb, Jr.

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

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

Name and Address of

Beneficial Owner

Amount and Nature of

Beneficial Ownership⁽¹⁾

Percent of Class

(%)

The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 19355

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

Vanguard

BlackRock

Lynne Biggar