V Visa Inc

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
_______________

VISA INC.

Shareholder Letter

John F. Lundgren Board Chair		Ryan McInerney Chief Executive Officer and Director

Dear Fellow Shareholder,

Building the right Board that leads with independent and diverse perspectives

Over the last several years, our Board has deliberately refreshed its composition to create a Board with an appropriate mix of skills, experiences, and perspectives to oversee our company as the industry, ecosystem, and our strategy continue to evolve. We have thoughtfully added new directors who bring impressive expertise across e-commerce, marketing, and cybersecurity, with a focus on building a Board that is diverse in its composition and is accountable to Visa’s various stakeholders.

Advancing our purpose, strategy, and values

We are excited about our programs, policies, and reporting in place across initiatives most impactful to our shareholders and our long-term business success. Last year, we achieved our goals to empower people, communities, and economies, including through our work to digitally enable over 60 million small and micro businesses. We also continue to prioritize cybersecurity and ecosystem security, furthering our goal to be the best and most trusted way to pay and be paid. Our ongoing efforts to invest in our talented, engaged, and diverse global workforce reflect ambitious goals as we strive to be a force for good by operating responsibly and ethically.

Thank you for your support and for your consideration of the important matters covered in this year’s proxy statement. We, along with the rest of the Board and management team, look forward to your continued engagement as we work to connect the world and enable individuals, businesses, and economies to thrive.

John F. Lundgren Board Chair		Ryan McInerney Chief Executive Officer and Director

Notice of 2025 Annual Meeting of Shareholders

Time Tuesday, January 28, 2025 8:30 a.m. Pacific Time (Log-in begins at 8:15 a.m.)			Voting Holders of our Class A common stock will be entitled to vote on all proposals. On or about December 9, 2024, we released the proxy materials to shareholders and sent to shareholders of our Class A common stock (other than those shareholders 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 2024 Annual Report, and how to vote through the Internet or by telephone.
Location Virtual live webcast at: virtualshareholdermeeting.com/V2025				By Mail. Complete, sign, and date each proxy card or voting instruction form received and return it in the prepaid envelope.			Via the Internet. Instructions are shown on your Notice of Internet Availability.
				By Telephone. Instructions are shown on your proxy card or voting instruction form.			At the Annual Meeting. Instructions will be provided on the meeting website during the Annual Meeting.
Record Date December 2, 2024

Items of Business		Board Recommendation
1	Elect the eleven director nominees named in this proxy statement.		FOR	p. 10	To participate in the virtual meeting, including to submit questions, you will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, proxy card, or voting instruction form. Please refer to the “Attending the Meeting” section of the proxy statement for more details about attending the Annual Meeting online. Your vote is very important. By Order of the Board of Directors, Kelly Mahon Tullier Vice Chair, Chief People and Corporate Affairs Officer, and Corporate Secretary San Francisco, California December 9, 2024
2	Approve, on an advisory basis, the compensation paid to our named executive officers.		FOR	p. 54
3	Ratify the appointment of KPMG LLP as our independent registered public accounting firm for fiscal year 2025.		FOR	p. 100
4-7	Shareholder proposals, each if properly presented at the Annual Meeting.		AGAINST	p. 103
Transact such other business as may properly come before the Annual Meeting and any adjournment or postponement thereof.

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Table of Contents

About Visa

Visa is one of the world’s leaders in digital payments. Our purpose is to uplift everyone, everywhere by being the best way to pay and be paid. We facilitate global commerce and money movement across more than 200 countries and territories among a global set of consumers, merchants, financial institutions, and government entities through innovative technologies.

Since Visa’s early days in 1958, we have been in the business of facilitating payments between consumers and businesses. We are focused on extending, enhancing, and investing in our proprietary advanced transaction processing network, VisaNet, to offer a single connection point for facilitating payment transactions to multiple endpoints through cards and other form factors. As a network of networks enabling global movement of money through all available networks, we are working to provide payment solutions and services for everyone, everywhere.

Visa at a Glance

San Francisco Bay Area Headquarters	1958 Founded	NYSE Listed (V)	135 Global offices and data centers
200+ countries and territories	~31,600 Employees	303B total transactions(1)	4.6B payment credentials(2)

Fiscal Year 2024 Performance Highlights

4

Our Strategy

Visa is executing on our long-term strategy to accelerate revenue growth in consumer payments, new flows, and value-added services, and to fortify the key foundations of our business model.

Accelerate Growth

Consumer Payments Strengthen Core	New Flows Expand Volumes and Transactions	Value-Added Services Drive Incremental Revenue
Grow both sides of the network through the expansion of credentials and acceptance points, and deepen engagement with consumers through key enablers.	Drive digitization and improve the payments and money movement experience across all payment flows, beyond consumer to business, through our network of networks.	Diversify our revenue with products and solutions that help our clients and partners optimize their performance, differentiate their offerings, and create better experiences for their customers.

Fortify Key Foundations

Network of networks	Technology platforms	Security	Brand	Talent
The key component of our network of networks strategy is interoperability. We are opening up our network and increasingly using other networks to reach accounts we could not otherwise reach and enabling new types of money movement.	Visa’s leading technology platforms comprise software, hardware, data centers, and a large telecommunications infrastructure.	Our in-depth, multi-layer security approach includes a formal program to devalue sensitive and/or personal data through various cryptographic means; embedded security in the software development lifecycle; identity and access management controls to protect against unauthorized access; and advanced cyber detection and response capabilities.	Visa’s strong brand helps deliver added value to our clients and their customers, financial institutions, merchants, and partners through compelling brand expressions, a wide range of products and services, as well as innovative brand and marketing efforts.	Visa strives to be the premier destination for talent in the payments industry. We aim to create a culture that prioritizes impact, growth, and inclusivity. For more information on talent and human capital management, see page 39.

Proxy Voting Roadmap
This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting.

PROPOSAL 1
	Election of Directors The Board recommends a vote FOR each director nominee.	See page 10

Key Governance Principles and Practices
We are committed to corporate governance practices that promote long-term value and strengthen Board and management accountability to our shareholders, clients, and other stakeholders.

Nominee Demographics

Age		Diversity		Independence
Tenure

6

Director Nominees

	Lloyd A. Carney, 62 Founder, Chairman & CEO, Carney Global Ventures, LLC Tenure: 9 years Committees: ARC, NCGC Other Public Boards: 2			Kermit R. Crawford, 65 Director Tenure: 2 years Committees: ARC, NCGC Other Public Boards: 2			Francisco Javier Fernández-Carbajal, 69 Director General, Servicios Administrativos Contry SA de CV Tenure: 17 years Committees: CC, FC Other Public Boards: 2
	Ramon Laguarta, 61 Chairman and CEO, PepsiCo, Inc. Tenure: 5 years Committees: FC, NCGC Other Public Boards: 1			Teri L. List, 61 Director Tenure: 2 years Committees: ARC, CC Other Public Boards: 3			John F. Lundgren, 73 Board Chair Tenure: 7 years Committees: CC, NCGC Other Public Boards: 1
	Ryan McInerney, 49 Non-Independent CEO, Visa Tenure: 1 year Committees: - Other Public Boards: -			Denise M. Morrison, 70 Founder, Denise Morrison & Associates, LLC Tenure: 6 years Committees: ARC, CC Other Public Boards: 2			Pamela Murphy, 51 Director Tenure: 1 year Committees: FC, NCGC Other Public Boards: 1
	Linda J. Rendle, 46 CEO, The Clorox Company Tenure: 4 years Committees: FC, NCGC Other Public Boards: 1			Maynard G. Webb, Jr., 69 Founder, Webb Investment Network Tenure: 11 years Committees: CC, FC Other Public Boards: 1

Committee Key:

ARC

Audit and Risk Committee

CC

Compensation Committee

FC

Finance Committee

NCGC

Nominating and Corporate Governance Committee

Chair

Independent

PROPOSAL 2
	Approval, on an Advisory Basis, of Compensation Paid to our Named Executive Officers The Board recommends a vote FOR this proposal.	See page 54

Principles of our Compensation Program

2024 CEO Target Compensation Mix

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PROPOSAL 3
	Ratification of the Appointment of our Independent Registered Public Accounting Firm The Board recommends a vote FOR this proposal.	See page 100

KPMG Appointment

PROPOSAL 4-7
	Shareholder Proposals The Board recommends a vote AGAINST these proposals.	See page 103
●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.

Board and Governance Matters

PROPOSAL 1
	Election of Directors The Board recommends a vote "FOR" each director nominee.

Current Board members. Seated left to right: Ramon Laguarta, Francisco Javier Fernández-Carbajal, and Lloyd A. Carney. Standing left to right: Maynard G. Webb, Jr., Pamela Murphy, Kermit R. Crawford, John F. Lundgren, Teri L. List, Ryan McInerney, Linda J. Rendle, and Denise M. Morrison.

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Our Board of Directors

Qualifications and Background of Board Nominees

Qualifications

Payments Seasoned payments expert with a nuanced understanding of the sector.

Technology Leader in a technology-oriented role or company.

Senior Leadership Notable experience serving as a senior leader within a business.

Public Company Boards Extensive experience serving on the board of a public company.

Financial Deep understanding of the financial side of the business.

Global Markets Has maintained a global presence having operated worldwide.

Marketing/Brand Strategic experience with marketing and branding of a business.

Risk Tenured professional with deep expertise in multiple areas of risk.

Government/Geo-Political Brings notable exposure navigating a regulatory environment.

E-Commerce/Mobile Leader in digital channel and e-commerce delivery.

Background

Gender Diversity

African-American/Black

Latino/Spanish Heritage

Independence

91% of director nominees are independent.

Tenure

Years on Board

9

2

17

5

2

7

1

6

1

4

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Board Composition and Refreshment
In addition to executive and management succession, the Nominating and Corporate Governance Committee regularly oversees and plans for director succession and refreshment of the Board to cultivate a mix of skills, experience, tenure, and diversity that promotes and supports the Company’s long-term strategy. In doing so, the Nominating and Corporate Governance Committee takes into consideration the overall needs, composition, and size of the Board, as well as the criteria adopted by the Board regarding director candidate qualifications, which are described in the section entitled Assess Candidates Against Skills and Qualifications Needed on Board. Individuals identified by the Nominating and Corporate Governance Committee as qualified to become directors are then recommended to the Board for nomination or election.

Process for Nomination of Director Candidates
As part of its assessment, the Nominating and Corporate Governance Committee considers directors’ and candidates’ independence, as well as directors’ and candidates’ other time commitments and experience. After an in-depth review of the candidates, the Nominating and Corporate Governance Committee recommends candidates to the Board in accordance with its charter, our Certificate of Incorporation and Bylaws, our Corporate Governance Guidelines, and the criteria adopted by the Board regarding director candidate qualifications. After careful review and consideration, the Board nominates candidates for election, or reelection, at our annual meeting of shareholders. The Board may appoint a director to the Board during the year to serve until the next meeting of shareholders.

Board Refreshment Timeline

Corporate Governance
Members of our Board oversee our business through discussions with our Chief Executive Officer; Chief Financial Officer; Vice Chair, Chief People and Corporate Affairs Officer, and Corporate Secretary; General Counsel; Chief Risk and Client Services Officer; President, Technology; Chief Information Security Officer; and other officers and employees, and by reviewing materials provided to them and participating in regular meetings of the Board and its committees.

The Board regularly monitors our corporate governance policies and profile to confirm we meet or exceed the requirements of applicable laws, regulations and rules, and the listing standards of the NYSE. We have instituted a variety of practices to foster and maintain responsible corporate governance, which are described in this section. To learn more about Visa’s corporate governance and to view our Corporate Governance Guidelines, Code of Business Conduct and Ethics, and the charters of each of the Board’s committees, please visit the Investor Relations page of our website at investor.visa.com under “Corporate Governance.”

Board Structure and Operations

Mr. Lundgren, as independent Board Chair, has all the duties of the Board Chair, as well as the duties of the Lead Independent Director to the extent applicable, including:
Mr. Lundgren Independent Board Chair Elected as of January 2024		●chairing Board meetings; ●providing feedback to the Chief Executive Officer on corporate and Board policies and strategies and acting as a liaison between the Board and the Chief Executive Officer; ●facilitating communication among directors and between the Board and management; ●advising on the agenda, schedule, and materials for Board meetings and strategic planning sessions based on input from directors; ●coordinating with the Chair of the Compensation Committee to support the independent directors’ evaluation of Chief Executive Officer performance and compensation; ●communicating with shareholders and other stakeholders; and ●carrying out such other duties as are requested by the Board or any of its committees from time to time.

In addition, independent directors chair each of the Board’s four standing committees: the Audit and Risk Committee, chaired by Lloyd A. Carney; the Compensation Committee, chaired by Denise M. Morrison; the Finance Committee, chaired by Maynard G. Webb, Jr.; and the Nominating and Corporate Governance Committee, chaired by John F. Lundgren. In their capacities as independent committee chairs, Mr. Carney, Mr. Lundgren, Ms. Morrison, and Mr. Webb each have responsibilities that contribute to the Board’s independent oversight of management, as well as facilitating communication among the Board and management.

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Audit and Risk Committee

“In light of the challenges of 2024, including ongoing geopolitical tensions, we continued our focus on Visa’s operational resiliency and key risks, such as competition, credit settlement, data security, cybersecurity, ecosystem, acquired entities, fraud prevention, regulatory compliance, legal, and third-party risks.” – Lloyd A. Carney, Audit and Risk Committee Chair

Committee members: Lloyd A. Carney,* Chair Kermit R. Crawford Teri L. List* Denise M. Morrison* *Audit Committee Financial Expert Number of meetings in fiscal year 2024: 7

Compensation Committee

“Following a year of leadership changes, in 2024 we maintained continuity in our compensation principles and design, and we set rigorous performance goals to drive results consistent with Visa’s corporate strategy. These compensation decisions reflect the Compensation Committee’s view that Visa’s executive officers demonstrate the ability to lead the Company and deliver results for shareholders in an increasingly complex business landscape.” – Denise M. Morrison, Compensation Committee Chair

Committee members: Francisco Javier Fernández-Carbajal Teri L. List John F. Lundgren Denise M. Morrison, Chair Maynard G. Webb, Jr. Number of meetings in fiscal year 2024: 6

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Finance Committee

“We took a holistic view of Visa’s M&A activity, emphasizing priority areas and long-term strategic goals, as well as evaluating the integration efforts and the performance of prior acquisitions. We also assessed how to best optimize Visa’s capital structure.” – Maynard G. Webb, Jr., Finance Committee Chair

Committee members: Francisco Javier Fernández-Carbajal Ramon Laguarta Pamela Murphy Linda J. Rendle Maynard G. Webb, Jr., Chair Number of meetings in fiscal year 2024: 5

Nominating and Corporate Governance Committee

“Thinking about Visa’s strategy and path ahead, we assessed how to best optimize the board structure for independent oversight, which skills and characteristics are crucial for the Board, and the rotation of committee positions to best utilize the unique skills and experiences of each director.” – John F. Lundgren, Chair

Committee members: Lloyd A. Carney Kermit R. Crawford Ramon Laguarta John F. Lundgren, Chair Pamela Murphy Linda J. Rendle Number of meetings in fiscal year 2024: 5

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Director Engagement

Attendance at Board, Committee, and Annual Shareholder Meetings
Our Board and its committees meet throughout the year on a set schedule, hold special meetings as needed, and act by written consent from time to time. The Board met six times during fiscal year 2024. No director attended fewer than 75% or more of the aggregate of: (i) the total number of meetings of the Board held during the period in fiscal year 2024 for which he or she served as a director, and (ii) the total number of meetings held by all committees of the Board on which such director served as a member during the period in fiscal year 2024. The total number of meetings held by each committee is listed above, under Committees of the Board of Directors. It is our policy that all members of the Board should endeavor to attend the annual meeting of shareholders. All eleven of our directors attended the 2024 Annual Meeting of Shareholders.

Executive Sessions of the Board of Directors
The non-employee, independent members of our Board and all committees of the Board generally meet in executive session without management present during their Board and committee meetings. John F. Lundgren, our Board Chair, presides over executive sessions of the Board, and the committee chairs, each of whom is independent, preside over executive sessions of the committees.

Orientation for New Directors
Following appointment to the Board, we provide a new director orientation session to facilitate a seamless onboarding experience and to educate the new director about our business, strategy, risks, and key policies, as well as legal, compliance, and regulatory matters. The onboarding process includes a combination of written materials, presentations, and meetings with members of the Board and management, resulting in a highly interactive process.

Continuing Education for Directors
In addition to regular meetings of the Board and its committees, we periodically offer educational sessions throughout the year for all directors on a variety of topics specific to Visa and our industry. These educational sessions have included topics such as new and emerging technologies, deep-dives on specific business lines, new products, industry developments, financial matters, and geo-political risks, among others.

From time to time, external experts and facilitators may be invited to attend Board or committee meetings to discuss various leading practices or issues germane to the Company, its industry, or public companies. Such experts bring an array of experience and perspectives and can foster dialogue among Board members on topics relevant to the Company or its industry.

The Company also periodically provides directors with a list of director education programs. These programs are offered at various times during the year by reputable organizations and at various facilities and locations and cover a range of important issues facing directors of public companies. The Company provides cost reimbursement for such programs in accordance with our guidelines.

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

Board Oversight Role

Board’s Role in Long-Term Strategic Planning
The Board takes an active role with management to formulate and review Visa’s long-term corporate strategy. Each quarter, the Board and management confer on the execution of our long-term strategic plans, and the status of key initiatives, opportunities, and risks facing Visa. In addition, the Board regularly conducts in-depth long-term strategic reviews with our senior management team. During these reviews, the Board and management discuss the payments landscape, emerging technological and competitive opportunities and threats, and short- and long-term plans and priorities within our strategy.

Additionally, the Board annually discusses and approves budget and capital requests, which are firmly linked to Visa’s long-term strategic plans and priorities. Through these processes, the Board brings its collective, independent judgment to bear on the most critical long-term strategic issues facing Visa. For more information on our long-term strategy and the progress we made against our strategic goals in fiscal year 2024, please see our 2024 Annual Report, including the letter from our Chief Executive Officer, Ryan McInerney, to our shareholders.

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

Board Oversight of Cybersecurity Risk
We are one of the world’s leaders in digital payments, and we facilitate global commerce and money movement across more than 200 countries and territories among a global set of consumers, merchants, financial institutions, and government entities through innovative technologies. As a result, we recognize that the cyber threat landscape continues to evolve, and we are committed to championing cybersecurity within our operations.

Visa’s Board exercises oversight and control of Visa’s overall enterprise risk management framework and delegates oversight and control of Visa’s cybersecurity program to the Audit and Risk Committee, which is responsible for ensuring that management has risk-based processes in place designed to assess, identify, and manage cybersecurity risks to which Visa is exposed. Our Chief Information Security Officer provides an update on Visa’s cybersecurity program to the Audit and Risk Committee twice per year and to the full Board annually. The updates to the Audit and Risk Committee and the full Board of Directors provide an overview of our cybersecurity performance, progress against goals, cybersecurity threat landscape, and other relevant developments. More information on our cybersecurity program is available in our 2023 CRS report available at visa.com/crs and Item 1C–Cybersecurity in our 2024 Annual Report on Form 10-K filed with the SEC on November 13, 2024.

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

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Board Oversight of Talent and Human Capital Management
The tone and culture of Visa is set at the Board level. The full Board has oversight of human capital management and performs regular reviews, including annual reviews of succession planning for our Chief Executive Officer. Our Board committees have responsibility for specific areas of human capital management. The Nominating and Corporate Governance Committee is responsible for director succession and refreshment, as well as management succession and development planning. Our Compensation Committee is responsible for reviewing Visa’s programs and practices related to executive workforce inclusion and diversity as well as the administration of compensation programs in a non-discriminatory manner. The Compensation Committee also oversees the administration of broad-based annual incentive, equity incentive, and benefit plans. Management is responsible for developing policies and processes that reflect and reinforce our desired corporate culture, including policies and processes related to strategy, risk management, and ethics and compliance.

Board Oversight of Corporate Responsibility and Sustainability
We believe in the importance of strong layers of governance to promote proper guidance and oversight across our approach to CRS matters, which includes environmental, social, and corporate governance issues most important to our stakeholders. At the Board level, the Nominating and Corporate Governance Committee has formal responsibility to oversee and review policies and procedures related to environmental, social, and corporate governance issues, including the following:

These responsibilities are incorporated into the charter for the Nominating and Corporate Governance Committee, which is available on the Investor Relations page of our website at investor.visa.com under “Corporate Governance – Committee Composition.”

Management Development and Succession Planning
Our Board believes that one of its primary responsibilities is to oversee the development and retention of executive talent so that an appropriate succession plan is in place for our Chief Executive Officer and other members of senior management. Each quarter, the Nominating and Corporate Governance Committee meets with our Vice Chair, Chief People and Corporate Affairs Officer and other executives to discuss management succession and development planning and to address potential vacancies in senior leadership. In addition, the full Board annually reviews succession planning for our Chief Executive Officer.

Shareholder Engagement and Board Communications
Our Board and management team greatly value the opinions and feedback of our shareholders. We have proactive, ongoing engagement with our shareholders throughout the year focused on corporate governance, corporate responsibility and sustainability, and executive compensation, in addition to the ongoing dialogue among our shareholders and our Chief Executive Officer, Chief Financial Officer, and Investor Relations team on Visa’s financial and strategic performance. Our Board Chair also met with investors to discuss corporate governance, corporate responsibility, and executive compensation matters.

	►				Prior to Annual Meeting ●We reach out to our top 75 investors to discuss corporate governance, sustainability, human capital management, and executive compensation matters, and solicit feedback. ●Our Board is provided with our shareholders’ feedback for consideration. ●Board and management discuss feedback and whether action should be taken. ●Disclosure enhancements are considered. ●We review proposals and solicit support for Board recommendations on management and shareholder proposals.
		▼
					Annual Meeting of Shareholders Our shareholders vote on election of directors, executive compensation, ratification of our auditors, and other management and shareholder 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. ●Board and management discuss feedback and whether action should be taken. ●We start preparing our agenda for our next year of engagement.

Topics Covered During Engagement ●our current Board leadership structure; ●human capital management, including talent recruitment, retention, and inclusion and diversity; ●updates and progress on legal and regulatory matters; ●Class B common stock exchange program; ●social impact and financial inclusion programs; ●operational environmental sustainability, climate strategy, goals and progress, and climate tech solutions; ●Board composition, skills, and diversity; ●Board risk oversight, including cybersecurity, data privacy, artificial intelligence (AI), human rights, and brand and reputation; and ●our executive compensation program and philosophy. A summary of the feedback we received was discussed and considered by the Board and applicable committees, and enhancements have been made to certain of our disclosures to improve transparency.

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Communicating with the Board of Directors
Our Board has adopted a process by which shareholders or other interested persons may communicate with the Board or any of its members. Shareholders and other interested parties may send communications in writing to any or all directors (including the Board Chair or the non-employee directors as a group) electronically to board@visa.com or by mail c/o our Corporate Secretary, Visa Inc., P.O. Box 193243, San Francisco, CA 94119. Communications that meet the procedural and substantive requirements of the process approved by the Board will be delivered to the specified member of the Board, non-employee directors as a group, or all members of the Board, as applicable, on a periodic basis, which generally will be in advance of or at each regularly scheduled meeting of the Board. Communications of a more urgent nature will be referred to the Corporate Secretary, who will determine whether it should be delivered more promptly. Additional information regarding the procedural and substantive requirements for communicating with our Board may be found on our website at investor.visa.com, under “Corporate Governance – Contact the Board.”

All communications involving accounting, internal controls, and auditing matters, possible violations of, or noncompliance with, applicable legal and regulatory requirements or the Code of Business Conduct and Ethics, or retaliatory acts against anyone who makes such a complaint or assists in the investigation of such a complaint, may be made via email to businessconduct@visa.com; through our Confidential Compliance Hotline at (888) 289-9322 or our Confidential Online Compliance Hotline at visa.alertline.com; or by mail to Visa Inc., Business Conduct Office, P.O. Box 193243, San Francisco, CA 94119. All such communications will be handled in accordance with our Whistleblower Policy, a copy of which may be obtained by contacting our Corporate Secretary.

Talent and Human Capital Management
Attracting, developing, and advancing the best people globally is crucial to all aspects of Visa’s strategy and long-term success. Best-in-class teams and an inclusive culture inspire leadership, encourage innovative thinking, and support the development and advancement of all employees. Our employee value proposition – Powering payments, uplifting people – focuses on our purpose and our talent, and we have embedded it throughout our organizational programs and processes to reinforce our commitment to employees.

Employee Development
As Visa strives to achieve our purpose and ambitious growth objectives, we have focused on enhancing employees’ expertise across our business. We know that being an employer of choice requires best-in-class career and skills development along with innovative programs. We offer unique career pathways for employees and provide them with tools and support to build on their leadership impact and develop their careers. Employees are encouraged to broaden their knowledge and develop new skills through alternative career pathways and talent development programs including our Global Technology Apprenticeship, Military Talent, Senior Director Mentorship, and VP+ Sponsorship programs.

Along with learning support via our Educational Assistance Program, we also aid employees’ development through our award-winning Visa University. Our global learning platform, Learning Hub, houses nearly 200,000 learning resources on myriad topics including sales, technology, product, and leadership development. Visa University Learning Accelerator is a career development initiative that promotes timely and relevant learning opportunities through quarterly events featuring exciting speakers aligned with Visa's business cycle and strategic goals.

We have committed to providing employees with the tools they need to do their work more quickly and easily, and Visa's commitment to fostering a culture of innovation and collaboration is demonstrated through our employees’ adoption of generative AI tools for content generation, productivity, and business automation, including an internal, secure version of ChatGPT and our Ask People Team Portal.

Employee Engagement
We recognize that building an inclusive and high-performing culture requires an engaged workforce, where employees are motivated to do their best work every day. Our approach centers on communication and recognition. We communicate with employees in a variety of ways, including regularly held Town Hall meetings, the company intranet, digital signage, email newsletters, and live events in regional offices. This year, we recommitted to helping employees feel closely connected to one another and to our business at large by launching Viva Engage, our new internal social network, as a place for employees to collaborate, share information, and connect with leadership in real time, every day. Since its launch, 97% of employees had visited Viva Engage at least once, with 82% accessing the platform at least twice a week on average.

We also believe that employees should feel valued in their day-to-day work. In recent years, Visa has prioritized and invested in employee recognition. Our innovative UPLIFT program is designed to drive engagement and innovation by enabling employees to recognize, appreciate, and celebrate each other, no matter their role or level. The UPLIFT program drives Visa’s culture by grounding the recognition categories in Visa’s Leadership Principles – further reinforcing that at Visa, it is not only about what you achieve but how you do it. For fiscal 2024, active UPLIFT platform users as a percentage of all users was 78%, while the number of recognitions sent nearly doubled, from approximately 130,000 to nearly 248,000 since the prior year.

Employee Benefits
We are committed to showing employees how much we care about them. As part of our inclusive “whole person” approach to benefits, we are proud to offer a robust package of benefits (which may vary by location) that empower employees to care for themselves and their families in the way they decide, with curated tools, resources, and benefits. Some of our most popular financial benefits include our 401(k) Match, Employee Stock Purchase Plan, and Education Assistance programs. In addition to our enhanced mental wellbeing benefits, in 2024, we began offering Mental Health First Aid training to empower employees to understand how to recognize and respond to signs of mental health distress, and we launched a Peer-to-Peer Ambassador Network to create a support system comprising Visa employees who foster a culture of community wellbeing and active listening and promote psychological safety, mental health, and wellbeing.

We believe that our employees are critical to our success, and we structure our total rewards and benefits package to attract and retain a talented and engaged workforce. We continue to evolve our programs to meet our employees’ needs, providing comprehensive wellbeing, financial, and quality of life programs. Our offerings vary by location and may include the following:
Wellbeing	Financial	Life
●onsite health centers ●onsite wellbeing resources ●wellbeing and "no meeting" hours ●health, vision, and dental insurance ●onsite fitness centers ●speakers and seminars on wellbeing topics ●ergonomic consultations ●immunizations ●coaching and therapy	●competitive compensation ●annual bonuses ●pre- and post-tax contributions to eligible savings accounts ●2:1 401(k) match, up to 5% of base pay ●employee stock purchase plan ●financial wellbeing sessions and resources ●paid short-term and long-term disability and life insurance ●education assistance program ●charitable matching programs	●paid new child bonding leave, with a minimum of 14 weeks for all parents ●family emergency leave ●child and elder care services ●concierge and errand running services ●various insurance products ●fertility, surrogacy, and adoption benefits ●discount programs ●generous paid time off and holidays ●paid volunteer time and time off for voting in elections ●ability to work from another location for up to four weeks per year

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Visa Leadership Principles
At Visa, we encourage and empower every employee to be a leader by embracing the Visa Leadership Principles. These Leadership Principles are integrated into core talent processes, and since their introduction they have enhanced how we evaluate performance and drive the Company’s success. As we look ahead to Visa’s next chapter, we are focusing on the actions supporting each of our Leadership Principles, with the aim to drive clarity and specificity around the behaviors that will contribute to Visa’s future success while building on our strengths:

Lead Courageously

Obsess about Customers

Collaborate as One Visa

Execute with Excellence