Title of each class of securities to which transaction applies:

(2)

Aggregate number of securities to which transaction applies:

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)

Proposed maximum aggregate value of transaction:

(5)

Total fee paid:

Amount Previously Paid:

(2)

Form, Schedule or Registration Statement No.:

(3)

Filing Party:

(4)

Date Filed:

.    

.    

Notice of 2017 Annual Meeting of Stockholders

On or about December 8, 2016, we expect to send to our stockholders of our Class A common stock (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 2016 Annual Report, and to vote through the Internet or by telephone.

Important Notice Regarding the Availability of Proxy Materials for the 2017 Annual Meeting of Stockholders to be held on January 31, 2017. The proxy statement and Visa’s Annual Report for fiscal year 2016 are available at http://investor.visa.com.

PROXY SUMMARY

CORPORATE GOVERNANCE

Board Leadership Structure

Independence of Directors

Majority Vote Standard for Directors

Proxy Access

Executive Sessions of the Board of Directors

Board of Directors and Committee Evaluations

Management Succession Planning

Director Succession Planning and Board Refreshment

Limitation on Other Board and Audit Committee Service

The Board of Directors’ Role in Risk Oversight

Codes of Conduct and Ethics

Stockholder Engagement

Communication with the Board of Directors

Attendance at Board, Committee and Annual Stockholder Meetings

Political Participation, Lobbying and Contributions Policy

COMMITTEES OF THE BOARD OF DIRECTORS

Audit and Risk Committee

Certain Relationships and Related Person Transactions

Report of the Audit and Risk Committee

Compensation Committee

Compensation Committee Interlocks and Insider Participation

Risk Assessment of Compensation Programs

Compensation Committee Report

Nominating and Corporate Governance Committee

Nomination Process and Stockholder Proposed Candidates

Criteria for Nomination to the Board of Directors and Diversity

COMPENSATION OF NON-EMPLOYEE DIRECTORS

Highlights of our Non-Employee Directors Compensation Program

Annual Retainers Paid in Cash

Equity Compensation

Stock Ownership Guidelines

Charitable Matching Gift Program

Director Compensation Table for Fiscal Year 2016

Fees Earned or Paid in Cash

Fiscal Year 2017 Director Compensation

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 2016 Base Salary and Incentive Compensation

Fiscal Year 2016 Compensation

Fiscal Year 2017 Compensation

Other Equity Grant Practices and Policies

Policy Regarding Clawback of Incentive Compensation

Tax Implications – Deductibility of Executive Compensation

EXECUTIVE COMPENSATION

Summary Compensation Table for Fiscal Year 2016

All Other Compensation in Fiscal Year 2016 Table

Grants of Plan-Based Awards in Fiscal Year 2016 Table

Outstanding Equity Awards at 2016 Fiscal Year-End Table

Option Exercises and Stock Vested Table for Fiscal Year 2016

Pension Benefits Table for Fiscal Year 2016

Visa Retirement Plan

Visa Excess Retirement Benefit Plan

Non-qualified Deferred Compensation for Fiscal Year 2016

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 – ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION

PROPOSAL 4 – 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 2018 Annual Meeting

Stockholders Sharing the Same Address

Fiscal Year 2016 Annual Report and SEC Filings

Limit on publicly-traded board and  

committee service, including Visa  

  All directors

5 boards

  Directors who are CEOs of a publicly-traded company

3 boards

  Directors who serve on our Audit and Risk Committee

Audit and Risk Committee

  Committee members:

  Mary B Cranston, Chair

  Lloyd A. Carney,

      Audit Committee Financial Expert

  Francisco Javier Fernández-Carbajal

  Gary A. Hoffman

  Cathy E. Minehan,

      Audit Committee Financial Expert

  Maynard G. Webb, Jr.

  Number of meetings in fiscal year
  2016: 7

•

Adopted a new amended and restated Audit and Risk Committee charter to improve readability and organization, and to clarify the Committee’s responsibilities and duties;

•

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. In addition, reviewed and approved additional fees and services related to the Visa Europe acquisition;

•

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 judgement and estimates;

•

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

•

Reviewed and recommended to the Board for approval our Code of Business Conduct and Ethics and Code of Ethics for Senior Financial Officers. The Code of Business Conduct and Ethics was revamped this year to make it more reader-friendly, facilitate navigation throughout the Code and to help employees identify supplemental subject matter resources;

•

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

•

Reviewed and reapproved our Related Person Transactions Policy;

•

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;

•

Monitored the Company’s technology risks, including business continuity, information security and cybersecurity;

•

Reviewed and discussed the 2016 budget with management;

•

Reviewed and approved the 2016 Business Continuity Program, the 2016 internal audit plan and the Internal Audit Charter;

•

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; and

•

Gary A. Hoffman joined the Board in June 2016 and joined the Audit and Risk Committee in July 2016.

Report of the Audit and Risk Committee

The Committee, comprised of independent directors, is responsible for monitoring and overseeing Visa’s financial reporting process on behalf of the Board. The functions of the Committee are described in greater detail in the Audit and Risk Committee Charter, adopted by the Board, which may be found on the Company’s website at www.visa.com under “Corporate Governance – Committee Composition.” Visa’s management has the primary responsibility for establishing and maintaining adequate internal financial controls, for preparing the financial statements, and for the public reporting process. KPMG LLP, Visa’s independent registered public accounting firm, is responsible for expressing opinions on the conformity of the Company’s audited financial statements with accounting principles generally accepted in the United States of America, and on the Company’s internal control over financial reporting.

In this context, the Committee has reviewed and discussed with management the Company’s audited consolidated financial statements for the fiscal year ended September 30, 2016. In addition, the Committee has discussed with KPMG the matters required to be discussed by Auditing Standard No.16, as adopted by the Public Company Accounting Oversight Board (PCAOB).

The Committee also has received the written disclosures and the letter from KPMG required by the applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the audit committee concerning independence, and the Committee has discussed the independence of KPMG with that firm. The Committee also has considered whether KPMG’s provision of non-audit services to the Company impairs the auditor’s independence, and concluded that KPMG is independent from the Committee and the Company’s management.

Based on the Committee’s review and discussions noted above, the Committee recommended to the Board that the Company’s audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2016, for filing with the Securities and Exchange Commission.

Audit and Risk Committee of the Board of Directors

Mary B. Cranston (Chair)

Lloyd A. Carney

Francisco Javier Fernández-Carbajal

Gary A. Hoffman

Cathy E. Minehan

Maynard G. Webb, Jr.

   Compensation Committee

  Committee members:

  Suzanne Nora Johnson, Chair

  Alfred F. Kelly, Jr.

      (until October 17, 2016)

  David J. Pang

  John A. C. Swainson

  Number of meetings in fiscal year

  2016: 8

•

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 re-approval of our annual cash incentive and long-term equity incentive plans and 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 and approved annual updates;

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.

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 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.

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)

David J. Pang

John A. C. Swainson

   Nominating and Corporate Governance Committee

  Committee members:

  Suzanne Nora Johnson

  Alfred F. Kelly, Jr.

      (until October 17, 2016)

  David J. Pang

  John A. C. Swainson

      (Chair as of October 17, 2016)

  Maynard G. Webb, Jr.       (as of July 19, 2016)

  Number of meetings in fiscal

  year 2016: 5

•

Following a stockholder proposal and stockholder outreach, recommended that our Board amend our Bylaws to adopt proxy access, which the Board approved in October 2015;

•

Identified, selected and appointed a new director, Gary A. Hoffman, to serve as a member of the Board and the Audit and Risk Committee;

•

Revised the criteria used to identify individuals qualified to become our directors to better align with our current business needs and long-term strategy;

Discussed board composition in light of the revised director qualification criteria;

Reviewed and revised the Nominating and Corporate Governance Charter to include, among other things, oversight of corporate responsibility matters, which was approved by the Board;

Reviewed the Corporate Governance Guidelines and Board Communications Policy, which were approved by the Board;

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;

Recommended to the Board changes to the Board’s committee composition, which resulted in

^¡         Appointment of Maynard Webb to the Nominating and Corporate Governance Committee; and

^¡         Appointment of Gary A. Hoffman to the Audit and Risk Committee;

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 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; and

Reviewed and approved the 2016 corporate political contribution plan, and oversaw the Company’s political contributions and lobbying activities as contemplated by such policies.

Payments knowledge and experience;

Technology knowledge and experience;

Relevant senior leadership experience;

Experience serving on boards of large and complex public companies;

Financial expertise, including ability to serve as an audit committee financial expert;

Experience operating in and across a number of different global markets;

Marketing and brand experience across multiple channels;

Enterprise risk management experience;

Government or geopolitical expertise, including engaging with governments around the world at high levels; and

E-commerce and mobile commerce experience.

no fees are paid for board meeting attendance;

there is an emphasis on equity in the overall compensation mix to further align interests with stockholders;

special roles (such as independent Chair and Committee Chairs) are fairly recognized for their additional time commitments;

annual restricted stock units are granted under a fixed-value formula with short-term vesting to support independence;

a robust stock ownership guideline of five times the annual board membership retainer supports alignment with stockholders’ interests; and

other benefits are limited (e.g., matching of charitable contributions).

Annual Board Membership

Independent Chair

Audit and Risk Committee Membership

Compensation Committee Membership

Nominating and Corporate Governance Committee Membership

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

$15,000

(in addition to member retainer)

Lloyd A. Carney

Mary B. Cranston

Francisco Javier Fernández-Carbajal

Gary A. Hoffman⁽⁵⁾

Alfred F. Kelly, Jr.

Robert W. Matschullat

Cathy E. Minehan

Suzanne Nora Johnson

David J. Pang

William S. Shanahan⁽⁶⁾

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 16 – Share-based Compensation to our fiscal year 2016 consolidated financial statements, which are included in our Annual Report on Form 10-K filed with the SEC on November 15, 2016. As of September 30, 2016, each non-employee director had 2,246 unvested restricted stock units outstanding, except for Lloyd A. Carney who had 1,497 unvested restricted stock units outstanding and Gary A. Hoffman who did not have any unvested restricted stock units.

Amounts include the matching contributions we made on behalf of our directors for fiscal year 2016 pursuant to our Board Charitable Matching Gift Program.

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

Mr. Hoffman was appointed to the Board effective June 21, 2016. Accordingly, he received prorated compensation under the director compensation policies described above. The All Other Compensation reflects $133,338 in compensation during fiscal year 2016 in consideration for his services as a director of Visa Europe that were paid to Mr. Hoffman after the Company acquired Visa Europe on June 21, 2016, and does not include compensation for his service from October 1, 2015 through February 29, 2016. This amount was converted from the Great British Pound using the exchange rate on the last day of the fiscal year, September 30, 2016.

Mr. Shanahan did not stand for re-election as a member of the Board at the Company’s 2016 annual meeting of stockholders.

Board

Retainer
($)

Independent
Chair

Retainer

($)

Audit and

Risk
Committee
Chair/
Member
Retainer

($)

Compensation
Committee
Chair/
Member
Retainer

($)

Nominating

and Corporate
Governance
Committee
Chair/

Member
Retainer

($)

Lloyd A. Carney

Mary B. Cranston

Francisco Javier Fernández-Carbajal

Gary A. Hoffman⁽¹⁾

Alfred F. Kelly, Jr.

Robert W. Matschullat

Cathy E. Minehan

Suzanne Nora Johnson

David J. Pang

William S. Shanahan⁽²⁾

John A. C. Swainson

Maynard G. Webb, Jr.

Mr. Hoffman was appointed to the Board effective June 21, 2016. The amounts shown reflect prorated fees Mr. Hoffman earned for service during the portion of the fiscal year 2016 during which he served as a director.

Mr. Shanahan did not stand for re-election as a member of the Board at the Company’s 2016 annual meeting of stockholders. The amounts shown reflect prorated fees Mr. Shanahan earned for service during the portion of the fiscal year 2016 during which he served as a director.

Lloyd A. Carney

Age: 54

Independent

Director Since:

June 2015

Board Committees:

Audit and Risk Committee

Public Company Directorships:

(current) Brocade Communications Systems, Inc., Visa Inc.

(prior) Cypress Semiconductor Corporation, Micromuse, Inc. (Chairman)

Career Highlights:

•  CEO and director of Brocade Communications Systems, Inc., a global supplier of networking hardware and software since January 2013

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

•  CEO 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 CEO for Brocade and prior to that 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: 68

Independent

Director Since:

October 2007

Board Committees:

Audit and Risk Committee

Public Company Directorships:

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

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

Career Highlights:

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

•  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 CEO 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 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: 61

Independent

Director Since:

October 2007

Board Committees:

Audit and Risk 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, PL, Grupo Aeroportuario del Pacifico, S.A.B. de C.V., Grupo Bimbo, S.A.B. de C.V., Grupo Gigante, S.A.B. de C.V., Grupo Lamosa, S.A.B. de C.V., IXE Grupo Financiero S.A.B. de C.V.

Career Highlights:

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

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

•  CEO of the Corporate Development Division of Grupo Financiero BBVA Bancomer, S.A., a Mexico-based banking and financial services company that owns BBVA Bancomer, one of Mexico’s largest banks from July 2000 to January 2002; held other senior executive positions at Grupo Financiero BBVA Bancomer since joining in September 1991, serving as President from October 1999 to July 2000, and as Chief Financial Officer from October 1995 to October 1999

•  Degree in Mechanical and Electrical Engineering from the Instituto Tecnológico y de Estudios Superiores de Monterrey and an M.B.A. degree from Harvard Business School

Specific Qualifications, Experience, Attributes and Skills:

•  Substantial payment systems, financial services and leadership experience from his tenure with Grupo Financiero BBVA Bancomer, for which he served in a variety of senior executive roles, including Chief Executive Officer of the Corporate Development Division, Executive Vice President of Strategic Planning, Deputy President of Systems and Operations, Chief Information Officer, Deputy President, President and Chief Financial Officer

•  Background and career in the payments and financial services industry in Mexico enable him to bring global perspectives to the board and to provide relevant insights regarding Visa’s strategies, operations and management. In addition, he chaired the BBVA Bancomer’s Assets and Liabilities Committee, Credit Committee and Operational Risk Committee, which enhanced his understanding of risk management of large, complex organizations

•  As the Chief Financial Officer of a large publicly traded company, and through his board and committee membership with several large companies in Mexico, he has accumulated extensive experience in corporate finance and accounting, financial reporting and internal controls, which contributes to his service on our Audit and Risk Committee

Gary A. Hoffman

Age: 56

Independent

Director Since:

June 2016

Board Committees:

Audit and Risk Committee

Public Company Directorships:

(current) Hastings Group Holdings plc, Visa Inc.

(prior) Barclays Bank plc, Barclays plc, Northern Rock plc, NBNK plc

Career Highlights:

•  Chairman of Visa Europe since December 2010.

•  Chief Executive Officer of Hastings Insurance Group, a digitally focused UK general insurance provider, since November 2012.

•  Former Chief Executive Officer of NBNK Investments, an investment vehicle formed to establish personal and business retail banking in the UK, from May 2011 to December 2012.

•  Former Chief Executive Officer of Northern Rock plc, a British Bank, from October 2008 to November 2010.

•  Vice Chairman of Barclays plc 2006-2008, a British multinational banking and financial services company headquartered in London, having also been Chairman of UK Banking and Barclaycard at Barclays plc. following five years as Chief Executive of Barclaycard.

•  B.A. degree in Economics from Queens’ College, Cambridge University, and an Honorary PhD from the University of Northampton

Specific Qualifications, Experience, Attributes and Skills:

•  As a director on Visa Europe’s board for over 15 years, during his roles at Northern Rock and prior to that at Barclays, he has extensive experience and knowledge of our business and payments industry.

•  Extensive knowledge and experience in the payments and financial services industry in Europe and during his tenure as a director of Visa Europe overseeing the operation of a global enterprise within the European regulatory landscape.

•  As the current CEO of Hastings Group and former CEO of NBNK Investments and Northern Rock plc, he has substantial executive leadership, financial services and risk management experience.

Alfred F. Kelly, Jr.

Age: 58

Director Since:

January 2014

Board Committees:

Public Company Directorships:

(current) MetLife Inc., Visa Inc.

(prior) Affinion Group Holdings, Inc., Affinion Group, Inc.

Career Highlights:

•  Chief Executive Officer, Visa Inc. since December 2016

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

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

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

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

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

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

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

Specific Qualifications, Experience, Attributes and Skills:

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

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

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

•  Currently serves as Chairman of the Finance and Risk Committee and as a member of the Audit Committee of MetLife, and previously served as Chair of the Audit Committees of Affinion Group Holdings, Inc. and its wholly-owned subsidiary, Affinion Group, Inc., which enhanced his expertise in the areas of corporate finance, accounting, internal controls and procedures for financial reporting, risk management oversight and other audit committee functions

Robert W. Matschullat

Age: 69

Independent

Director Since:

October 2007

Board Committees:

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

Public Company Directorships:

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

(prior) McKesson Corporation, Morgan Stanley & Co. Incorporated. The Seagram Company Limited

Career Highlights:

•  Independent Chair of our Board since April 2013

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

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

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

•  Served on the board of directors of Morgan Stanley from 1992 to 1995 and McKesson Corporation from 2002 to 2007

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

Specific Qualifications, Experience, Attributes and Skills:

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

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

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

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

Suzanne Nora Johnson

Age: 59

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: 62

Independent

Director Since:

October 2007

Board Committees:

Compensation Committee

Nominating and Corporate Governance Committee

Public Company Directorships:

(current) Visa Inc.

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

Career Highlights:

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

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

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

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

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

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

Specific Qualifications, Experience, Attributes and Skills:

•  Significant experience in the information technology industry, as well as in executive management, international operations, strategy, sales and marketing, from his tenure at Dell, CA 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 of CA, which is a multinational enterprise 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 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: 61

Independent

Director Since:

January 2014

Board Committees:

Audit and Risk Committee

Nominating and Corporate Governance Committee (since July 2016)

Public Company Directorships:

(current) Yahoo! Inc., Salesforce.com. Inc., Visa Inc.

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

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 2016; and

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

Shares Issuable

Pursuant to Options
Exercisable within 60 days

of December 2, 2016

Charles W. Scharf*

Cathy E. Minehan

Suzanne Nora Johnson

John A. C. Swainson

David J. Pang

Robert W. Matschullat

Mary B. Cranston

Francisco Javier Fernández-Carbajal

Alfred F. Kelly, Jr.

Lloyd A. Carney

Maynard G. Webb, Jr.

Gary A. Hoffman

Rajat Taneja

Vasant Prabhu

Ryan McInerney

Ellen Richey

All Directors and Executive Officers as a Group (19 persons)

Former director and officer.

Includes 32,000 shares of Class A common stock held by Ms. Minehan’s husband and 16,000 shares of Class A common stock held in trusts for the benefit of Ms. Minehan’s children and step-children. Ms. Minehan disclaims beneficial ownership of the shares held by her husband, her children and her step-children.

Total does not include the following number of shares deferred by each of our non-employee directors under the Visa Directors Amended and Restated Deferred Compensation Plan, as to which no voting or investment power currently exists: Pang (2,246), Matschullat (2,880), Cranston (5,126), Kelly (5,126) and Webb (5,126).

Name and Address of

Beneficial Owner

Amount and Nature of

Beneficial  Ownership⁽¹⁾

Percent of Class

(%)

BlackRock Inc.

55 East 52^nd Street

New York, NY 10055

The Vanguard Group

100 Vanguard Blvd.

Malvern, PA 19355

FMR LLC

245 Summer Street

Boston, MA 02210

Lynne Biggar

Executive Vice President and Chief Marketing and Communications Officer

Age: 54

Ryan McInerney

President

Age: 41

•  Joined Visa in February 2016

•  Former Executive Vice President – Consumer Marketing and Revenue for Time Inc. from November 2013 to January 2016

•  Held many senior positions at American Express Company from 1992 to 2013, most recently as Executive Vice President & General Manager – International Card Products and Experiences from January 2012 to November 2013, and Executive Vice President & General Manager – US Membership Rewards and Strategic Card Services in 2011

•  Member of the Board of Directors of Voya Financial, Inc.

•  Received her BA in international relations from Stanford University and an MBA from Columbia University

•  Joined Visa in May 2013

•  Responsible for leading Visa’s global client organization, whose market teams deliver the value of Visa to financial institutions, merchants, acquirers and account holders in more than 200 countries and territories

•  Also responsible for client support services, global product management, Visa Client Consulting and a new Merchant Solutions organization, which focuses on building and bringing to market new products and services to support Visa’s acquirer and merchant clients

•  Served as CEO of Consumer Banking for JPMorgan Chase, a business with more than 75,000 employees and revenues of approximately $14 billion; was responsible for a banking network serving 20 million customers in 23 states

•  Served as Chief Operating Officer for Home Lending and as Chief Risk Officer for Chase’s consumer businesses, overseeing all credit risk management in credit card, home lending, auto finance, education finance, consumer banking and business banking; also served as Chase’s head of Product and Marketing for Consumer Banking

•  Former Principal at McKinsey & Company in the firm’s retail banking and payments practices

•  Received a finance degree from the University of Notre Dame

Vasant M. Prabhu

Executive Vice President and Chief Financial Officer

Age: 56

Ellen Richey

Vice Chairman, Risk and Public Policy

Age: 67

•  Joined Visa in February 2015

•  Former Chief Financial Officer for NBCUniversal where he oversaw the company’s financial planning and operations and played a key role in NBCUniversal’s strategic business initiatives. Also managed the Operations and Technical Services division, which included NBCUniversal’s technical operations, physical plant, corporate services and information technology functions

•  Former Chief Financial Officer for Starwood Hotels & Resorts Worldwide, Inc.

•  Former Executive Vice President, Chief Financial Officer and President, E-Commerce for Safeway, Inc., the $35 billion supermarket retailer

•  Gained experience in the media sector as President of the Information and Media Group, The McGraw-Hill Companies, where he led a $1 billion division comprising Business Week, Broadcast television stations and Business Information Services

•  1992-1998: Held senior positions at PepsiCo, including Senior Vice President of Finance & Chief Financial Officer, PepsiCola International

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

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

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

•  Joined Visa in 2007

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

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

•  Leads crisis management at the executive level

•  Before assuming her current role in October 2014, Richey concurrently served as chief legal officer and chief enterprise risk officer and led the legal and compliance functions in addition to her risk management responsibilities

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

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

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

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

William M. Sheedy

Executive Vice President, Corporate Strategy, M&A, and

Government Relations

Age: 49

Rajat Taneja

Executive Vice President, Technology

Age: 52

•  Joined Visa in 1993

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

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

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

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

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

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

•  Joined Visa in November 2013

•  Responsible for the Company’s technology innovation and investment strategy, product engineering, global IT and operations infrastructure

•  October 2011 – November 2013: Executive Vice President and Chief Technology Officer of Electronic Arts Inc., responsible for platform engineering, data center operations and IT supporting the company’s global customer base

•  1996 – 2011: Worked at Microsoft Corporation, including most recently as the Corporate Vice President, Commerce Division, in 2011 and the General Manager and Corporate Vice President, Online Services Division, from 2007 to 2011

•  Holds a B.E. in Electrical Engineering from Jadavpur University and an MBA from Washington State University

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

Kelly Mahon Tullier

Executive Vice President, General Counsel and Corporate Secretary

Age: 50

•  Joined Visa in June 2014

•  Leads the global legal and compliance functions for Visa

•  Served as Senior Vice President and Deputy General Counsel at PepsiCo, Inc., and managed the global legal teams supporting the business around the world, as well as centralized teams responsible for mergers and acquisitions, intellectual property, regulatory, litigation and procurement legal matters; also served as Senior Vice President and General Counsel for PepsiCo’s Asia Pacific, Middle East and Africa division, based in Dubai

•  Former Vice President and General Counsel for Frito-Lay, Inc., with responsibility for a wide range of legal, policy and compliance issues

•  Former associate at Baker Botts LLP and also served as a law clerk for the Honorable Sidney A. Fitzwater, U.S. District Court, Northern District of Texas

•  Received her B.A. from Louisiana State University and her J.D., magna cum laude, from Cornell Law School

Charles W. Scharf

Chief Executive Officer⁽¹⁾

Vasant M. Prabhu

Executive Vice President and Chief Financial Officer

Ryan McInerney

President

Rajat Taneja

Executive Vice President, Technology

Ellen Richey

Vice Chairman, Risk and Public Policy

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

Principles of our Compensation Programs

Pay for Performance

Alignment with

Stockholders’ Interests

We reward performance that meets or exceeds the performance goals that the Compensation Committee establishes with the objective of increasing stockholder value.

We favor variable pay opportunities that are based on performance over fixed pay. The total compensation received by our named executive officers varies based on corporate and individual performance measured against annual and long-term goals.

WHAT WE DO

Pay for Performance: A significant portion of each named executive officer’s target annual compensation is tied to corporate and individual performance.

Annual Say-on-Pay Vote: We conduct an annual Say-on-Pay advisory vote. At our 2016 Annual Meeting of Stockholders, more than 97% of the votes cast on the Say-on-Pay proposal were in favor of the fiscal year 2015 compensation of our named executive officers. Similarly, at our 2015 Annual Meeting of Stockholders, more than 96% of the votes cast on the Say-on-Pay proposal were in favor of the fiscal year 2014 compensation of our named executive officers.

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

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

Independent Compensation Consultant: The Compensation Committee engages an independent compensation consultant, who provides no other service to the Company.

Stock Ownership Guidelines: To further align the interests of management with our stockholders, we have significant stock ownership guidelines that require our executive officers to hold a multiple of their annual base salary in equity.

Limited Perquisites and Related Tax Gross-Ups: We provide limited perquisites and no tax gross-ups except on business-related relocation expenses and tax equalization for employees on expatriate assignments, as provided in our relocation and tax equalization policies or in the offer letters for our Chief Executive Officer, President and Chief Financial Officer.

Double-Trigger Severance Arrangements: Our Executive Severance Plan and equity award agreements generally require a qualifying termination of employment in addition to a change of control before any payments or benefits are triggered.

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

WHAT WE DON’T DO

Gross-ups for Excise Taxes: Our Executive Severance Plan does not contain a gross-up for excise taxes that may be imposed as a result of severance or other payments deemed made in connection with a change of control.

Reprice Stock Options: Our equity incentive plan prohibits the repricing of stock options and stock appreciation rights without prior stockholder approval.

Fixed Term Employment Agreements: Employment of our executive officers is “at will” and may be terminated by either the Company or the employee at any time.

Hedging and Pledging: Our insider trading policy prohibits all employees and directors from hedging their economic interest in the Visa shares they hold or pledging Visa shares as collateral for a loan.

Change    

(%)    

  Net Revenue Growth, as reported

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

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

  Earnings Per Share, as reported

  Earnings Per Share, as adjusted⁽¹⁾

Fiscal year 2016 adjusted net income and earnings per share reflect as reported results in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP), adjusted to exclude the impact of certain significant items that we do not believe are indicative of our ongoing operating performance, as they are either non-recurring or have no cash impact. Fiscal year 2015 adjusted net income and earnings per share reflect U.S. GAAP as reported results, adjusted to exclude the impact of the non-cash revaluation of the Visa Europe put option. For supplemental financial data and corresponding reconciliation to U.S. GAAP see Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended September 30, 2016 filed with the SEC on November 15, 2016. Non-GAAP adjusted measures should be viewed in addition to, and not as an alternative for, financial results prepared in accordance with U.S. GAAP. When making its determination of the net revenue, net income, and earnings per share metrics, which were used as goals for the annual incentive plan and for performance share awards, the Compensation Committee further adjusted as reported results for the items described under the heading Compensation Discussion and Analysis – Corporate Performance Measures and Results for Fiscal Year 2016 and Compensation Discussion and Analysis – Long-Term Incentive Awards Granted in Fiscal Year 2016.

Calculated based on unrounded numbers.

For fiscal year 2016, 92% of our Chief Executive Officer’s target compensation was performance-based and 88% of the average of our other named executive officers’ target compensation was performance-based.

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

For fiscal year 2016, Net Income and Net Revenue Growth were the key metrics for our annual cash incentive awards. These metrics were adjusted when determining the annual cash incentive awards as described under the heading Compensation Discussion and Analysis – Corporate Performance Measures and Results for Fiscal Year 2016. In this proxy statement, we refer to these metrics as Net Income Before VIP – VIP adjusted and Net Revenue Growth – VIP adjusted. Actual performance for Net Income Before VIP – VIP adjusted was above target and Net Revenue Growth – VIP adjusted was below target for fiscal year 2016, which resulted in the corporate performance portion of the annual incentive award paying out at 96% of target.

Earnings Per Share (EPS) and relative Total Shareholder Return (TSR), were established as performance metrics for our performance share awards. The final number of shares earned pursuant to a performance share award is determined based on the average EPS result over the three separate years applicable to the particular performance share award and the relative TSR for the three-year period. As described under the heading Compensation Discussion and Analysis – Long-Term Incentive Awards Granted in Fiscal Year 2016, the Compensation Committee adjusted the fiscal year 2016 EPS when determining applicable performance share results. In this proxy statement, we refer to this metric as EPS – PS adjusted. Our fiscal year 2016 EPS – PS adjusted, was above target, resulting in a performance factor of 124.5% for the relevant portion of the award.

The performance shares previously awarded on November 19, 2013 completed their three-year performance period following the 2016 fiscal year-end. Performance shares earned pursuant to this award were based on EPS – PS adjusted, for fiscal years 2014, 2015 and 2016 and three-year relative TSR (measured against the S&P 500). As described under the heading Compensation Discussion and Analysis – Determination of Shares Earned for Performance Shares Previously Awarded on November 19, 2013 both metrics were above target and the performance shares earned equated to 156.0% of the target share award.

  Setting Performance Goals

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

At the beginning of each fiscal year, the Compensation Committee determines the principal components of compensation for the named executive officers and the individual performance goals of the Chief Executive Officer for that fiscal year, and sets the performance goals for each corporate performance-based compensation component.

The Chief Executive Officer sets individual performance goals for each of the other named executive officers, which are reviewed by the Compensation Committee. The individual performance goals are designed to drive our corporate goals. The Compensation Committee then meets regularly throughout the year, with management and in executive session, and reviews the Company’s performance to date against the corporate performance goals.

As discussed in detail under the heading Risk Assessment of Compensation Programs, when establishing the annual compensation program for our named executive officers, the Compensation Committee takes into consideration the potential risks associated with the program and structures it to provide appropriate incentives without encouraging excessive risk taking.

  Making Compensation Determinations

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

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

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

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

  Role of Independent Consultant

Our Compensation Committee has the sole authority to retain and replace, as necessary, compensation consultants to provide it with independent advice. The Compensation Committee has engaged FW Cook as its independent consultant to advise it on executive and non-employee director compensation matters. This selection was made without the input or influence of management. Under the terms of its agreement with the Compensation Committee, FW Cook will not provide any other services to the Company, unless directed to do so by the Compensation Committee. During fiscal year 2016 FW Cook provided no services to the Company other than to advise the Compensation Committee on executive and non-employee director compensation issues. In addition, at the start of fiscal year 2016, the Compensation Committee conducted a formal evaluation of the independence of FW Cook and, based on this review, did not identify any conflict of interest raised by the work FW Cook performed in fiscal year 2016. When conducting this evaluation, the Compensation Committee took into consideration the factors set forth in Exchange Act Rule 10C-1 and the NYSE’s listing standards.

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

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

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

Direct Peers

Related Industry Peers

Financial Services

Technology

– American Express Company

– Discover Financial Services

– MasterCard Incorporated

– PayPal Holdings, Inc.

– Bank of America Corporation

– BlackRock, Inc.

– Capital One Financial Corporation

– Citigroup Inc.

– JPMorgan Chase & Co.

– Morgan Stanley

– The Bank of New York Mellon Corporation

– The Goldman Sachs Group, Inc.

– The PNC Financial Services Group, Inc.

– U.S. Bancorp

– Wells Fargo & Company

– Accenture plc

– Facebook, Inc.

– Alphabet Inc.

– IBM Corporation

– Microsoft Corporation

– Oracle Corporation

– salesforce.com, inc.

      Name and Principal Position

Base
Salary
($)⁽¹⁾

Total
($)

Annual
Incentive Plan
($)⁽²⁾

Value of
Performance
Shares
(target value)
($)⁽³⁾

Value of
Stock Options
($)⁽⁴⁾

Value of
Restricted
Stock/Units
($)⁽⁴⁾

  Charles W. Scharf⁽⁵⁾

Chief Executive Officer

  Vasant M. Prabhu

Executive Vice President
and Chief Financial Officer

  Ryan McInerney

President

  Rajat Taneja

Executive Vice President, Technology

  Ellen Richey

Vice Chairman, Risk and Public Policy

Reflects the named executive officer’s rate of base salary as of September 30, 2016.

Reflects the payment pursuant to the annual incentive plan approved by the Compensation Committee in November 2016 and paid on November 15, 2016. These amounts are included in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table for Fiscal Year 2016.

Reflects the dollar value of performance shares approved by the Compensation Committee in November 2016 and awarded on November 19, 2016. Please see the heading Fiscal Year 2017 Compensation – Long-Term Incentive Compensation for additional information regarding these awards.

Reflects the dollar value of restricted stock units and stock option grants approved by the Compensation Committee in November 2016 and granted on November 19, 2016. The grant date fair value of these awards will be included in the fiscal year 2017 Summary Compensation Table in the proxy statement for the 2018 annual meeting of stockholders. Please see the heading Fiscal Year 2017 Compensation – Long-Term Incentive Compensation for additional information regarding these awards.

Mr. Scharf resigned as Chief Executive Officer effective December 1, 2016 and did not receive a grant of any equity awards in fiscal year 2017.

market data of our compensation peer group;

an internal review of each named executive officer’s compensation, both individually and relative to other named executive officers; and

the individual performance of each named executive officer.

Metric

of Target

Net Income Before VIP – VIP adjusted

Net Revenue Growth – VIP adjusted

Weighted Result

Deep Partnerships

Evolve our client interactions to even deeper
partnerships with financial institutions,
merchants and new industry partners

Digital Leadership

Achieve success as a leading partner for
digital payments comparable to what we
have achieved in the physical world

Champion Security

Champion payment-system
security for the industry

Transform Technology

Transform Visa’s technology
assets to drive efficiency and
enable innovation

Expand Access

Expand access to Visa products
and services globally

Employer of Choice

Be the employer of choice for
top talent

  Mr. Scharf

Goal Results

  FY2016

  Performance

  Results

Performed strongly against financial measures;

Successfully completed the Visa Europe Acquisition;

Achieved success as a leading partner for digital payments through a suite of new products and services;

Expanded access to the Company’s products and services globally;

Continued to transform our Company’s technology assets to drive efficiency and enable innovation through a focus on operational excellence, introduction of new products and services and acceleration of the workforce plan;

Championed payment system security for the industry; and

Continued to position the Company as a choice for top talent through a focus on development and improved employee engagement.

  Mr. Prabhu

Goal Results

  FY2016

  Performance

  Results

Performed strongly against financial measures;

Successfully oversaw closing of Visa Europe acquisition and made meaningful progress toward integration; and

Built strong teams including upgraded Finance leadership team, redesigned forecasting and budgeting process and improved sourcing process.

  Mr. McInerney

Goal Results

  FY2016

  Performance

  Results

Performed strongly against financial measures;

Made meaningful progress on expanding international access and growing merchant acceptance and MVisa;

Renewed key partnerships;

Drove digital co-development and grew digital platform; and

Made meaningful progress toward US EMV transition.

  Mr. Taneja

Goal Results

  FY2016

  Performance

  Results

Performed strongly against financial measures;

Deepened security defenses;

Delivered core innovation including consumer transaction control and growing Research Labs; and

Expanded talent base and improved on employee engagement metrics.

  Ms. Richey

Goal Results

  FY2016

  Performance

  Results

Performed strongly against financial measures;

Deployed consistent proactive public policy initiatives globally;

Strengthened preventive controls in multiple risk categories and developed overall roadmap for future of payment security; and

Expanded talent base and improved on employee engagement metrics.

  Charles W. Scharf

  Vasant Prabhu

  Ryan McInerney

  Rajat Taneja

  Ellen Richey

Annual

 Base Salary 

 Target Annual 

Incentive %

Corporate

 Performance 

Corporate

 Weighting 

Individual

 Performance 

Individual

 Weighting 

Final

 Award 

Annual
Base Salary

Target⁽¹⁾

Actual

Target
Annual
Incentive %

Target
Annual Cash
Incentive $

Corporate

Individual