VISA INC CLASS A (V)
Sector: Financials
2025 Annual Meeting Analysis
VISA INC CLASS A · Meeting: January 27, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Carney has served since 2015 with relevant technology and risk expertise; Visa's 3-year return of +49.5% trails the peer median by 55.3 percentage points, but this falls below the 65-percentage-point threshold required to trigger a vote against for strong positive absolute returns, so no TSR flag fires; attendance and independence requirements are met; holds 2 outside public board seats, within limits.
Crawford joined in October 2022 (just over 24 months), so the TSR trigger applies proportionally; however, the 55.3pp gap does not exceed the 65pp threshold for a strong positive absolute TSR, so no trigger fires; he chairs the Audit and Risk Committee and has confirmed financial expertise as a former senior executive; attendance requirements are met.
Fernández-Carbajal has served since 2007 with deep payments and financial expertise; the 3-year TSR underperformance versus the peer group median is 55.3pp, which does not exceed the 65pp threshold required for a strong positive absolute TSR, so no TSR trigger fires; attendance and independence requirements are met.
List joined in April 2022 and brings extensive CFO-level financial expertise; the 3-year TSR gap of 55.3pp does not exceed the 65pp threshold, so no TSR trigger fires; the board has disclosed and waived the audit committee overboarding limit after individual review, which is noted but does not automatically trigger a vote against under policy; she holds 3 other audit committee seats plus Visa's, and shareholders should be aware of this heavy commitment, but the board's specific waiver based on her qualifications is on record.
Lundgren has served as Board Chair since January 2024 and as a director since April 2017; the 3-year TSR underperformance of 55.3pp does not cross the 65pp threshold for a strong positive absolute return, so no TSR trigger fires; he holds 1 other public board seat; attendance and independence requirements are met.
McInerney joined the board in February 2023 as CEO and director; his tenure is approximately 2 years, placing him at the boundary of the 24-month new-director exemption, and the TSR gap of 55.3pp does not exceed the 65pp threshold regardless; no other flags apply; his direct operational knowledge of Visa's business is highly relevant.
Morrison has served since August 2018 with strong senior leadership and marketing expertise; the 3-year TSR underperformance of 55.3pp does not exceed the 65pp threshold for a strong positive absolute TSR, so no TSR trigger fires; attendance and independence requirements are met; holds 2 outside public board seats, within limits.
Murphy joined in April 2023, which is within approximately 24 months of the filing date, so the new-director exemption applies and the TSR trigger does not fire; she brings relevant cybersecurity and technology executive experience; attendance and independence requirements are met.
Ready joined the board in September 2025 and is well within the 24-month new-director exemption, so no TSR trigger applies; he is a sitting CEO of Pinterest and holds 2 outside public board seats including Visa, which equals the policy limit of 2 for sitting CEOs — the board has reviewed and waived its own internal limit, and the policy threshold is exactly met (not exceeded), so no overboarding flag fires under the policy's sitting-CEO threshold of 2 or more outside seats; his payments and technology expertise is directly relevant.
Rendle has served since November 2020; the 3-year TSR underperformance of 55.3pp does not exceed the 65pp threshold for a strong positive absolute TSR, so no TSR trigger fires; she is a sitting CEO of Clorox but holds only 1 outside public board seat (Visa), well within the 2-seat limit for sitting CEOs; attendance and independence requirements are met.
Webb has served since January 2014 with deep technology and payments expertise; the 3-year TSR underperformance of 55.3pp does not exceed the 65pp threshold for a strong positive absolute TSR, so no TSR trigger fires; he holds 2 outside public board seats, within limits; attendance and independence requirements are met.
All eleven director nominees pass the policy screens. Visa's 3-year stock return of +49.5% is strong in absolute terms, and the 55.3-percentage-point gap versus the company's own disclosed peer group median does not reach the 65-percentage-point threshold required to trigger a vote against when absolute returns are strongly positive. No directors are overboarded under policy limits, no attendance failures are disclosed, all committees are fully independent, and no familial relationships or qualification concerns are identified. William Ready's overboarding situation was reviewed and found to be at — not above — the policy limit for sitting CEOs.
Say on Pay
✓ FORCEO
Ryan McInerney
Total Comp
$25,999,293
Prior Support
92%%
The prior year Say on Pay vote received approximately 92% support, well above the 70% threshold that would require a policy-driven No vote if no changes were made. CEO total compensation of approximately $26 million is within a reasonable range for the CEO of a $664 billion market-cap financial technology company competing for talent against mega-cap technology and financial services peers. The compensation structure is strong on pay-for-performance alignment: 95% of the CEO's target pay is variable and at-risk, half of long-term equity is tied to three-year earnings-per-share and relative stock performance goals, annual incentive goals are pre-established and specific, payouts are capped at 200% of target, and a robust clawback policy is in place covering both required and additional compensation types.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
$11,280,000
Non-Audit Fees
$2,903,000
The fees paid to KPMG for non-audit services (audit-related fees of $2,381,000 plus tax fees of $20,000 plus all other fees of $502,000, totaling approximately $2,903,000) represent about 25.7% of audit fees ($11,280,000), which is well below the 50% threshold that would raise independence concerns. KPMG is a Big 4 firm appropriate for a company of Visa's size and complexity. Auditor tenure is not disclosed in the filing, so the tenure trigger cannot fire under policy, and no material restatements are noted.
Stockholder Proposals
5 proposals submitted by shareholders
Proposal 4
Approval of Amendments to Visa's Eighth Restated Certificate of Incorporation to Limit Officer Liability as Permitted by Delaware Law
This is a board-proposed charter amendment that extends to certain officers the same protection from personal monetary liability for breaches of the duty of care that directors already enjoy under Delaware law — it does not protect against bad faith, disloyalty, intentional misconduct, or transactions involving improper personal benefit. This type of provision is increasingly standard among Delaware corporations and is a governance-neutral improvement that aligns officer and director protections without removing meaningful accountability. Because the amendment improves alignment with market practice without entrenching management or removing shareholder rights, a FOR vote is appropriate.
Proposal 5
Shareholder Proposal Requesting the Board of Directors to Adopt a Policy for an Independent Chair
Visa already has an independent, non-executive Board Chair with a robust set of explicitly defined responsibilities, which is precisely the governance outcome this proposal seeks. Adopting a rigid policy requiring an independent chair at all times would add no practical benefit given the current structure and would unnecessarily constrain the board's flexibility to choose the best leadership arrangement in the future. Because the core concern behind this proposal type is already addressed in practice, a FOR vote is not warranted.
Proposal 6
Shareholder Proposal on Shareholder Right to Act by Written Consent
The right to act by written consent allows shareholders to take action between annual meetings without waiting for a special meeting to be called, and is a well-recognized mainstream governance right supported by major institutional investors. While Visa already grants shareholders the ability to call a special meeting at a 15% ownership threshold, written consent is a distinct and complementary mechanism that further reduces management's ability to delay or block shareholder-initiated action. This is a straightforward governance improvement with no credible countervailing shareholder-value concern, so a FOR vote is appropriate.
Proposal 7
Shareholder Proposal on Report on Online Sexual Exploitation
Based on the subject matter and framing — requesting a specialized report on online sexual exploitation in the context of a payments company's network policies — this proposal is characteristic of advocacy-oriented filings that use the proxy process to advance social policy goals rather than to address a material, quantifiable shareholder risk. Under the voting policy, proposals driven by ideological or advocacy motivations are voted against regardless of their surface framing, because they do not reflect the kind of neutral fiduciary concern that warrants shareholder action. A vote against is appropriate.
Proposal 8
Shareholder Proposal on Inclusion ROI Audit
A proposal requesting an 'Inclusion ROI Audit' — essentially asking the company to commission an external audit of its diversity and inclusion programs and justify them on a return-on-investment basis — is characteristic of ideologically motivated filings that use the proxy process to challenge corporate diversity practices for political rather than fiduciary reasons. Under the voting policy, proposals driven by ideological motivations from either direction — conservative or progressive — are voted against. The symmetry rule applies here: this proposal only makes sense as social or political advocacy, not as a neutral fiduciary request, and a vote against is appropriate.
Actual Vote Results
Meeting held January 28, 2025
Auditor Ratification
For 1.4B · Against 31.2M · Abstain 1.4M
Other Proposals
Proposal 1
Election of eleven director nominees:
Proposal 2
Approval, on an advisory basis, of compensation paid to the Company's named executive officers:
Proposal 4
Shareholder proposal on gender-based compensation gaps and associated risks:
Proposal 5
Shareholder proposal requesting a report on policy on merchant category codes:
Proposal 6
Shareholder proposal requesting adoption of a new director election resignation governance guideline:
Proposal 7
Shareholder proposal on transparency in lobbying:
Overall Assessment
Visa's 2026 annual meeting ballot is largely routine and passes most policy screens without significant concerns: all eleven director nominees clear the TSR and governance tests, KPMG's non-audit fees are well within independence thresholds, and the Say on Pay program — with 95% variable pay for the CEO, pre-established performance goals, and a 92% prior-year approval rate — reflects strong pay-for-performance alignment. Of the four shareholder proposals, the written consent proposal (Proposal 6) merits support as a mainstream governance improvement, while the independent chair request is moot given Visa's existing structure, and the two remaining proposals appear advocacy-driven and are voted against under the ideological filer rule.
Compensation Peer Group
21 companies disclosed in 2025 proxy filing