Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 30, 2023, the board of directors (the "Board") of Visa Inc. (the
"Company"), upon the recommendation of the Board's Nominating and Corporate
Governance Committee, approved an increase in the size of the Board from 10 to
11 members and the appointment of Ryan McInerney to the Board, effective
February 1, 2023, for a term that will expire at the Company's 2024 Annual
Meeting of Stockholders.
There are no arrangements or understandings between Mr. McInerney and any other
persons pursuant to which he was selected as a director. As previously
announced, there are no transactions involving the Company and Mr. McInerney
that the Company would be required to report pursuant to Item 404(a) of
Regulation S-K.
The Company previously entered into an indemnification agreement with Mr.
McInerney. Such form of indemnification agreement was included as Exhibit 10.1
to the Company's Quarterly Report on Form 10-Q, filed with the SEC on January
31, 2020, and is incorporated herein by reference.
The Company previously announced on November 17, 2022 that the Board unanimously
elected Mr. McInerney to succeed Alfred F. Kelly, Jr. as the Company's Chief
Executive Officer and that Mr. Kelly would continue to serve the Company as
Executive Chairman of the Board, both effective February 1, 2023.
In connection with his appointment to Chief Executive Officer, Mr. McInerney
will receive an annual base salary of $1,400,000 effective February 1, 2023;
will be eligible to participate in the Visa Inc. Incentive Plan ("VIP") with a
target opportunity of 250% and a maximum opportunity of 500% of his annual base
salary in effect at the end of the Company's 2023 fiscal year; and will receive
a one-time equity award with a value of $3,000,000, consisting of 50%
performance shares, 25% stock options, and 25% restricted stock units,
reflecting the typical mix of equity awards granted to the Company's executive
officers. The performance shares will vest on February 15, 2026, subject to the
Company's performance in fiscal years 2023 through 2025; the stock options and
restricted stock units will vest one-third per year on each of the first three
annual anniversaries of the grant date. Mr. McInerney will be required to use
company-provided private aircraft for all business and personal air travel,
provided that an independent security firm recommends such use based upon a
finding of a bona fide business-oriented security concern. Mr. McInerney and the
Company will enter into a time-sharing agreement requiring that Mr. McInerney
reimburse the Company for personal use of the aircraft in excess of $250,000 per
fiscal year.
In connection with his transition to the new full-time role of Executive
Chairman, Mr. Kelly will receive an annual base salary of $1,250,000 effective
February 1, 2023, and will be eligible to participate in the VIP plan with a
target opportunity of 250% and a maximum opportunity of 500% of his base salary,
with the applicable salaries pro-rated for the portion of the 2023 fiscal year
that Mr. Kelly serves in the Chief Executive Officer and Executive Chairman
roles. The Company and Mr. Kelly have not determined the length of Mr. Kelly's
term as Executive Chairman. Consistent with the terms of the VIP plan, if Mr.
Kelly's eventual departure qualifies as a "Retirement" within the meaning of the
plan, Mr. Kelly will receive a pro-rated target annual incentive under the plan
for the fiscal year of departure. If Mr. Kelly's eventual departure from the
Company does not qualify as a Retirement, Mr. Kelly will be eligible to receive
a cash payment equivalent to a pro-rated amount of his target annual incentive
under the VIP plan for the year of departure. Mr. Kelly will continue to be
required to use company-provided private aircraft for all business and personal
air travel, based upon an independent security assessment. Mr. Kelly and the
Company will enter into an amended time-sharing agreement requiring that Mr.
Kelly reimburse the Company for personal use of the aircraft in excess of
$250,000 per fiscal year.
In addition, two named executive officers, Kelly Mahon Tullier and Rajat Taneja,
will each receive a one-time performance share award with a value of $5,000,000.
The performance shares will vest on February 15, 2026, subject to the Company's
performance in fiscal years 2023 through 2025. The equity award to Ms. Mahon
Tullier is in connection with her expanded role of Vice Chair, Chief People and
Corporate Affairs Officer, effective February 1, 2023. The equity award to Mr.
Taneja is in connection with his expanded responsibilities as President,
Technology.
All one-time equity awards described above will be granted on the Company's next
regularly-scheduled monthly grant date, February 15, 2023. All awards are
subject to the terms and conditions, including vesting requirements, of the
Company's 2007 Equity Incentive Compensation Plan, as amended, and the
individual award agreement corresponding to the award.
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