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 2016 Annual Meeting of Stockholders

On or about December 11, 2015, 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 2015 Annual Report, and to vote through the Internet or by telephone.

Annual Meeting Admission:

Important Notice Regarding the Availability of Proxy Materials for the 2016 Annual Meeting of Stockholders to be held on February 3, 2016. The proxy statement and Visa’s Annual Report for fiscal year 2015 are available at http://investor.visa.com.

PROXY SUMMARY

CORPORATE GOVERNANCE

Highlights of Corporate Governance

Board Leadership Structure

Independence of Directors

Majority Vote Standard for Directors

The Board of Directors’ Role in Risk Oversight

Executive Sessions of the Board of Directors

Codes of Conduct and Ethics

Stockholder Engagement

Communication with the Board of Directors

Attendance at Board, Committee and Annual Stockholder Meetings

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

Succession Planning

Adoption of Proxy Access

Nomination Process and Stockholder Proposed Candidates

Criteria for Nomination to the Board of Directors and Diversity

Board of Directors and Committee Evaluations

Limitation on Other Board and Audit Committee Service

Political Participation, Lobbying and Contributions Policy

COMPENSATION OF NON-EMPLOYEE DIRECTORS

Annual Retainers Paid in Cash

Equity Compensation

Stock Ownership Guidelines

Charitable Matching Gift Program

Director Compensation Table for Fiscal Year 2015

Fees Earned or Paid in Cash

PROPOSAL 1 – ELECTION OF ELEVEN 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 2015 Base Salary and Incentive Compensation

Fiscal Year 2015 Compensation

Fiscal Year 2016 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 2015

All Other Compensation in Fiscal Year 2015 Table

Grants of Plan-Based Awards in Fiscal Year 2015 Table

Outstanding Equity Awards at 2015 Fiscal Year-End Table

Option Exercises and Stock Vested Table for Fiscal Year 2015

Pension Benefits Table for Fiscal Year 2015

Visa Retirement Plan

Visa Excess Retirement and Benefit Plan

Non-qualified Deferred Compensation for Fiscal Year 2015

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 – APPROVAL OF THE VISA INC. 2007 EQUITY INCENTIVE COMPENSATION PLAN, AS AMENDED AND RESTATED

EQUITY COMPENSATION PLAN INFORMATION

PROPOSAL 4 – APPROVAL OF THE VISA INC. INCENTIVE PLAN, AS AMENDED AND RESTATED

PROPOSAL 5 – 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 2017 Annual Meeting

Stockholders Sharing the Same Address

Fiscal Year 2015 Annual Report and SEC Filings

Highlights of Corporate Governance

•      Independent Chair, 92% Independent Directors and 100% Independent Board Committees

•      Annual Election of all Directors

•      Majority Voting for Directors in Uncontested Elections

•      Director Resignation Policy

•      Greater than 75% Director Attendance at Meetings

•      Independent Directors Meet Regularly in Executive Sessions

•      Annual Board and Committee Self-Evaluations

•      Limitation on Outside Board and Audit Committee Service

•      Code of Business Conduct & Ethics and Code of Ethics for Senior Financial Officers

•      Political Contributions and Lobbying Policy

•      No Stockholder Rights Plan (Poison Pill)

Audit and Risk Committee

  Committee members:

  Mary B Cranston, Chair

  Lloyd A. Carney

      Audit Committee Financial Expert

  Francisco Javier Fernández-Carbajal

  Cathy E. Minehan,

      Audit Committee Financial Expert

  William S. Shanahan

      Audit Committee Financial Expert

  Maynard G. Webb, Jr.

  Number of meetings in fiscal year
  2015: 6

•

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;

•

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, Code of Ethics for Senior Financial Officers, and Audit and Risk Committee Charter, which were all approved;

•

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 Statement of Policy with Respect to Related Party Transactions, and approved related party transactions;

•

Reviewed and discussed with management the Company’s major financial and other risk exposures and the steps taken to monitor and control those exposures, including our ERM framework and programs;

•

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

•

Reviewed and approved the 2015 budget, the 2015 Business Continuity Program, the 2015 internal audit plan and the Internal Audit Charter;

•

Identified, selected and appointed a new Chief Compliance Officer and Chief Internal Auditor; and

•

Reviewed and reapproved the Company’s Whistleblower Policy, and established procedures for the receipt, retention and treatment of complaints we receive regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.

Mary B. Cranston, an independent member of our board of directors, is related to a former employee of our subsidiary, Visa U.S.A. Inc. Ms. Cranston’s daughter married the employee, Russell Hamilton, in September 2008, after Ms. Cranston joined our board. While Mr. Hamilton was not an executive officer of the Company, his compensation was approximately $300,000 per year. Accordingly, Mr. Hamilton is both a related party and his employment is a related party transaction for purposes of the Company’s Policy. Both the Audit and Risk Committee, with Ms. Cranston abstaining, and the Nominating and Corporate Governance Committee previously reviewed the circumstances surrounding Mr. Hamilton’s employment and his relationship to Ms. Cranston and concluded that they are not material. Accordingly, the Audit and Risk Committee, with Ms. Cranston abstaining, approved Mr. Hamilton’s continued employment and compensation, and the Nominating and Corporate Governance Committee and the board determined that the relationship would not impede the exercise of independent judgment by Ms. Cranston. Mr. Hamilton departed the Company in March 2015.

Report of the Audit and Risk Committee

The Committee is responsible for monitoring and overseeing Visa’s financial reporting process on behalf of the board of directors. 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, 2015. 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 of directors 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, 2015, 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

Cathy E. Minehan

William S. Shanahan

Maynard G. Webb, Jr.

   Compensation Committee

  Committee members:

  Suzanne Nora Johnson, Chair

  Alfred F. Kelly, Jr.

  David J. Pang

  John A. C. Swainson

  Number of meetings in fiscal year

  2015: 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, stock options and other benefits;

•

Reviewed and approved the compensation package or our newly hired named executive officer;

•

Reviewed and recommended to the board the form and amount of compensation of our directors;

Oversaw the administration of and compliance with the Company’s incentive and equity-based compensation plans;

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 incentive 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 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, such as our new Employee Stock Purchase Plan for employees 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;

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 both Company-wide metrics and individual performance goals, which encourage focus on the achievement of objectives for the overall benefit of the Company. The annual cash incentive is 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 of directors 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 of directors that the Compensation Discussion and Analysis section be included in this proxy statement.

COMPENSATION COMMITTEE

Suzanne Nora Johnson (Chair)

Alfred F. Kelly, Jr.

David J. Pang

John A. C. Swainson

   Nominating and Corporate Governance Committee

  Committee members:

  Alfred F. Kelly, Jr., Chair

  Suzanne Nora Johnson

  David J. Pang

  John A. C. Swainson

  Number of meetings in fiscal

  year 2015: 7

Key Activities in 2015

•

Promoted the best interests of the Company and its stockholders through the implementation of sound corporate governance principles and practices such as removing three supermajority vote provisions from our Certificate of Incorporation and Bylaws following stockholder approval at the 2015 Annual Meeting of Stockholders;

•

Identified, selected and appointed a new director, Lloyd A. Carney, to serve as a member of the board and the Audit and Risk Committee;

Reviewed with the board the criteria used to identify individuals qualified to become our directors, including specific minimum qualifications, if any, necessary for our directors to possess;

Reviewed the Corporate Governance Guidelines, Board Communication Policy and the Nominating and Corporate Governance Charter, which were approved by the board;

Reaffirmed the board’s categorical standards to use in determining director independence, and reviewed the qualifications and determined the independence of the members of the board and its committees;

Recommended to the board changes to the composition or size of the board from 11 to 12 with the addition of Mr. Carney;

Recommended to the board changes to the board’s committee structure and committee functions, which resulted in

(a)    William Shanahan rotating to the Audit and Risk Committee from the Compensation Committee,

(b)    Suzanne Nora Johnson becoming Chair of the Compensation Committee, and

(c)    Alfred Kelly becoming Chair of the Nominating and Corporate Governance 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, and approved, or recommended to the board for approval, such exceptions or other actions as may be appropriate with respect to such service;

Reviewed management’s continuity plan with the board, including policies and principles for the selection of the Chief Executive Officer and policies regarding succession in the event of an emergency or retirement of the Chief Executive Officer;

Oversaw the board’s orientation and continuing education programs;

Oversaw the annual evaluation of the board and its committees; and

Readopted policies with respect to political contributions and lobbying, reviewed and approved the 2015 corporate political contribution plan, and oversaw the Company’s political contributions and lobbying activities as contemplated by such policies.

record of accomplishment in his or her chosen field;

depth and breadth of experience at an executive, policy-making level in business, payment systems, financial services, academia, law, government, information technology, emerging technology or other areas relevant to the Company’s activities;

depth and breadth of experience at an executive, policy-making level at a publicly-listed company or other organization based in a strategic non-U.S. jurisdiction in which the Company operates or seeks to operate;

depth and breadth of experience at an executive, policy-making level at a multinational company or other organization, with significant managerial and operational responsibilities outside of the United States;

experience working as the chief executive officer of a publicly-listed company;

experience serving as a director of a publicly-listed company based in the United States;

experience serving as an executive officer or director of Visa Inc. or any pre-merger Visa entity;

personal and professional ethics, integrity and values;

commitment to enhancing stockholder value;

commitment to engaging with all of the Company’s constituencies, including merchants, clients, consumers, stockholders, employees, policy-makers and the communities in which the Company operates;

ability to exercise good judgment and provide practical insights and diverse perspectives;

absence of real and perceived conflicts of interest;

ability and willingness to devote sufficient time to become knowledgeable about the Company and to effectively carry out the duties and responsibilities of service;

ability to attend all or almost all board of directors’ meetings in person;

ability to develop a good working relationship with other members of the board of directors; and

ability to contribute to the board of directors’ working relationship with senior management.

  Limit on publicly-traded board and   

  committee service, including Visa  

  All directors

5 boards

  Directors who are CEOs

3 boards

  Directors who serve on Audit and Risk Committee

Amount of Retainer

(FY 2015)

Amount of Retainer

(FY 2014)

  Annual Board Membership

  Independent Chair

  Audit and Risk Committee Membership

  Compensation Committee Membership

  Nominating and Corporate Governance Committee Membership

  Audit and Risk Committee Chair

(in addition to member retainer)

(in addition to member retainer)

  Compensation Committee Chair

(in addition to member retainer)

(in addition to member retainer)

  Nominating and Corporate Governance Committee Chair

(in addition to member retainer)

(in addition to member retainer)

  Lloyd A. Carney⁽⁴⁾

  Mary B. Cranston

  Francisco Javier Fernández-Carbajal

  Alfred F. Kelly, Jr.

  Robert W. Matschullat

  Cathy E. Minehan

  Suzanne Nora Johnson

  David J. Pang

  William S. Shanahan

  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 2015 consolidated financial statements, which are included in our Annual Report on Form 10-K filed with the SEC on November 19, 2015. As of September 30, 2015, each non-employee director other than Lloyd A. Carney, Alfred F. Kelly, Jr. and Maynard G. Webb, Jr. had 2880 unvested restricted stock units outstanding.

Amounts include the matching contributions we made on behalf of our directors for fiscal year 2015 pursuant to our Board Charitable Matching Gift Program. Because fiscal year 2015 overlaps two calendar years, amounts matched on behalf of Mr. Shanahan during the fiscal year are greater than $15,000 even though his donations were within the $15,000 per calendar year limit.

Mr. Carney was appointed to the board effective June 11, 2015. Accordingly, he received prorated compensation under the director compensation policies described above.

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⁽¹⁾

  Mary B. Cranston

  Francisco Javier Fernández-Carbajal

  Alfred F. Kelly, Jr.

  Robert W. Matschullat

  Cathy E. Minehan

  Suzanne Nora Johnson

  David J. Pang

  William S. Shanahan

  John A. C. Swainson

  Maynard G. Webb, Jr.

Mr. Carney was appointed to the board of directors on June 11, 2015. The amounts shown reflect prorated fees Mr. Carney earned for service during the portion of the fiscal year 2015 during which he served as a director.

Certain directors rotated committee assignments during the fiscal year. Fees have been pro-rated to reflect the portion of the fiscal year that the directors served on the committee.

  Lloyd A. Carney

  Age: 53

  Director Since: June 2015

  Independent

  Board Committees:

  Audit and Risk Committee

  Public Company

  Directorships:

  Current

•    Brocade Communications Systems, Inc.

•    VisaInc.

  Prior

•    Cypress Semiconductor
Corporation

•    Micromuse, Inc.
(Chairman)

•

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

•

CEO and a 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

•

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 the current and former Chief Executive Officer for multiple technology companies, he has extensive experience with information technology, strategic planning, finance and risk management

•

As a current and former 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: 67

  Director Since: October 2007

  Independent

  Board Committees:

  Audit and Risk Committee

  Public Company

  Directorships:

  Current

•    Chemours Company

•    Visa Inc.

  Prior

•    Exponent, Inc.

•    GrafTech International, Inc.

•    International Rectifier Corporation

•    Juniper Networks, Inc.

•

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

•

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: 60

  Director Since: October 2007

  Independent

  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.

•

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

•

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 enables 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

  Alfred F. Kelly, Jr.

  Age: 57

  Director Since: January 2014

  Independent

  Board Committees:

  Compensation Committee

  Nominating and Corporate

      Governance Committee

  Public Company

  Directorships:

  Current

•    MetLife Inc.

•    Visa Inc.

  Prior

•    Affinion Group Holdings, Inc.

•    Affinion Group Inc.

•

Management Advisor, TowerBrook Capital Partners L.P.

•

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

•

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.

  Robert W. Matschullat

  Age: 68

  Director Since: October 2007

  Independent

  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

•

Independent Chair of our board of directors

•

Interim Chairman and interim Chief Executive Officer of The Clorox Company, a global consumer products company, from March 2006 to October 2006

•

Chairman of the Clorox board from January 2004 through January 2005, and Presiding Director from January 2005 through March 2006

•

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

•

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

•

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

•

Also 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

  Cathy E. Minehan

  Age: 68

  Director Since: October 2007

  Independent

  Board Committees:

  Audit and Risk Committee

  Public Company

  Directorships:

  Current

•    Visa Inc.

  Prior

•    Becton, Dickinson and Company

•

Dean of Simmons College School of Management, a private university, since August 2011

•

Managing Director of Arlington Advisory Partners, a private advisory services firm

•

Retired from the Federal Reserve Bank of Boston in July 2007, after serving 39 years with the Federal Reserve System

•

President and Chief Executive Officer of the Federal Reserve Bank of Boston and served on the Federal Open Market Committee, the body responsible for U.S. monetary policy, from July 1994 until 2007. She was also the First Vice President and Chief Operating Officer of the Bank from July 1991 to July 1994

•

Director of Massachusetts Mutual Life Insurance Company (MassMutual), a private company

•

Director of the MITRE Corporation, a private not-for-profit organization, from 2009 to 2012

•

B.A. degree in Political Science from the University of Rochester and an M.B.A. degree from New York University

•

Extensive payment systems, financial services, risk management, leadership, and financial and economic policy-making experience from her long tenure with the Federal Reserve System

•

Chaired the Financial Services Policy Committee at the Federal Reserve Bank of Boston, which oversees the activities of the Federal Reserve Banks’ product and function offices in providing $1 billion in financial services to U.S. financial organizations

•

Former member of the Payment System Policy Advisory Committee, a committee of Governors and Reserve Bank Presidents that considers issues related to systemic risk in national and international payment systems and advises Reserve Bank officials on public policy issues in the nation’s retail payment system

•

As President and Chief Executive Officer of the Federal Reserve Bank of Boston, she oversaw the Bank’s Enterprise Risk Management (ERM) process and, as Chair of the Conference of Reserve Bank Presidents, oversaw ERM discussions among all of the Reserve Banks

•

Former participant in regulatory oversight of risk management systems at large financial institutions in New England

•

Remained current on risk management issues and best practices for audit committees and boards through her service on the audit committee of MassMutual and previous service on the boards of MITRE Corporation and Becton, Dickinson and Company, experience which is relevant to her board and Audit and Risk Committee service at Visa

  Suzanne Nora Johnson

  Age: 58

  Director Since: October 2007

  Independent

  Board Committees:

  Compensation Committee

  Nominating and Corporate   Governance Committee

  Current Public Company

  Directorships:

•    American International
Group, Inc.

•    Intuit Inc

•    Pfizer Inc.

•    Visa Inc.

•

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

•

Serves as a member of the board of several not-for-profit organizations

•

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

•

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, which facilitate her role as Chair of our Nominating and Corporate Governance Committee

  David J. Pang

  Age: 72

  Director Since: October 2007

  Independent

  Board Committees:

  Compensation Committee

  Nominating and Corporate Governance Committee

  Current Public Company

  Directorships:

•    SCMP Group Limited, Chairman

•    Visa Inc.

•

Chief Executive Officer of Kerry Group Kuok Foundation Limited, a charitable organization

•

Adjunct Professor in the Faculty of Business Administration of The Chinese University of Hong Kong since 2002 and the Faculty of Business of City University of Hong Kong since 2004

•

Chief Executive Officer of the Airport Authority of Hong Kong, a statutory body in Hong Kong, from January 2001 to February 2007, and as the Corporate Vice President of E.I. DuPont de Nemours and Company, a global science and technology company, and the Chairman of DuPont Greater China from 1995 to 2000

•

Master’s degree in Engineering from the University of Rhode Island and a Ph.D. in Engineering from the University of Kentucky

•

Significant leadership, strategic planning and operational experience in a diverse range of disciplines and businesses, and a long record of achievement as a senior executive for multinational corporations and organizations operating in the United States, Asia and elsewhere

•

Substantially improved the financial and operational performance of the Hong Kong Airport as the Chief Executive Officer of the Airport Authority of Hong Kong, and played a leading role in its long-term commercial growth and development; the Airport was named the world’s best airport for five consecutive years during his tenure

•

Former Corporate Vice President in charge of E.I. DuPont’s worldwide nonwovens business and Chairman of DuPont Greater China; held a number of progressively senior positions across various DuPont businesses, with management responsibilities spanning Asia Pacific, North America, Europe, the Middle East and South America

•

Taught and lectured on business and engineering at universities in North America and Asia

•

Demonstrated leadership ability and broad international business and academic experience enhance the board’s diversity of knowledge and perspectives, and contribute to the board’s understanding of the global markets in which Visa operates

  Charles W. Scharf

  Age: 50

  Director Since:

  November 2012

  Board Committees:

  None

  Public Company

  Directorships:

  Current

•    Microsoft Corporation

•    Visa Inc.

  Prior

•    SMARTRAC N.V.

•    Travelers Property Casualty Corporation

•    Visa Inc.

•

Chief Executive Officer and a director of Visa Inc. since November 1, 2012

•

Former Managing Director of One Equity Partners, the private investment arm of JPMorgan Chase & Co., a global financial services firm

•

Chief Executive Officer of Retail Financial Services at JPMorgan Chase & Co. from July 2004 to June 2011 and served as Chief Executive Officer of the retail division of Bank One Corporation, a financial institution, from May 2002 to July 2004

•

Chief Financial Officer of Bank One Corporation from 2000 to 2002, Chief Financial Officer of the Global Corporate and Investment Bank division at Citigroup, Inc., an international financial conglomerate, from 1999 to 2000, and Chief Financial Officer of Salomon Smith Barney, an investment bank, and its predecessor company from 1995 to 1999

•

Member of the Board of Trustees of Johns Hopkins University

•

B.A. degree from Johns Hopkins University and an M.B.A. degree from New York University

•

More than 25 years of payment systems, financial services and leadership experience from his senior executive roles with JPMorgan Chase, Bank One, Citigroup, Salomon Smith Barney and its predecessor company

•

As Chief Executive Officer of Retail Financial Services at JPMorgan Chase, a major issuer of Visa-branded cards, he was responsible for building one of the premier retail banking operations in the United States and served as a member of the firm’s Operating Committee and Executive Committee

•

Led Bank One’s consumer banking business, helping to rebuild the brand, expand the bank’s branch and ATM network and develop senior talent. Following his appointment as Bank One’s Chief Financial Officer in 2000, he fortified the bank’s balance sheet, improved financial discipline and strengthened management reporting

•

Spent 13 years at Citigroup and its predecessor companies, serving as Chief Financial Officer for Citigroup’s Global Corporate and Investment Bank, a complex global business that operated in more than 110 countries providing securities, transaction processing and banking services to institutional clients

•

As a former director of Visa Inc. and Visa U.S.A., he oversaw the transition of Visa from a group of regional operating companies into a global, integrated public enterprise. As a former client, former board member and the current Chief Executive Officer of the Company, Mr. Scharf has a deep understanding of our industry and the challenges and opportunities we face, and is uniquely qualified to contribute to the board’s oversight of our business, operations, and strategies

  John A. C. Swainson

  Age: 61

  Director Since: October 2007

  Independent

  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.

•

President of the Software Group of Dell Inc., a global computer manufacturer and information technology solutions provider, since February 2012

•

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

•

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. This is a key element of Dell’s transformation from a hardware provider to a leading solutions provider

•

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: 60

  Director Since: January 2014

  Independent

  Board Committees:

  Audit and Risk Committee

  Public Company

  Directorships:

  Current

•    Yahoo! Inc.

•    Salesforce.com, Inc

•    Visa Inc.

  Prior

•    Extensity

•    Gartner, Inc.

•    Hyperion Solutions Corporation

•    LiveOps, Inc.

•    Niku Corporation

•

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 2011 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 Bay Networks, Inc., a computer networking products manufacturer, from February 1995 to July 1998

•

Bachelor of Applied Arts degree from Florida Atlantic University

•

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, contribute to the board’s understanding and oversight of Visa’s management, operations, systems and strategies

our named executive officers for fiscal year 2015;

our non-employee directors; and

all non-employee directors and executive officers as a group.

  Name of Beneficial Owner

Shares Owned

(#)

Shares Issuable

Pursuant to Options
Exercisable Within 60 days

of December 1, 2015

(#)

Total Shares
Beneficially Owned

(#)

  Named Executive Officers:

  Charles W. Scharf

  Vasant Prabhu

  Ryan McInerney

  Ellen Richey

  Rajat Taneja

  Byron Pollitt

  Non-Employee Directors:

  Lloyd A. Carney

  Mary B. Cranston

  Francisco Javier Fernández-Carbajal

  Alfred F. Kelly, Jr.

  Robert W. Matschullat

  Cathy E. Minehan

  Suzanne Nora Johnson

  David J. Pang

  William S. Shanahan

  John A. C. Swainson

  Maynard G. Webb, Jr.

  All Non-Employee Directors and Executive Officers as a Group (19 persons)⁽⁷⁾

Includes 58,084 shares of Class A common stock held by the Richey 2007 Trust of which Mrs. Richey is the sole trustee and of which Mrs. Richey exercises voting and investment power.

Includes 124,288 shares of Class A common stock held by the Pollitt Family Trust of which Mr. Pollitt and his wife are the sole trustees and of which Mr. Pollitt exercises shared voting and investment power.

Includes 30,332 shares of Class A common stock held by the Mary B. Cranston Trust of which Ms. Cranston is the sole trustee and beneficiary.

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.

Includes 101,612 shares of Class A common stock held by The Johnson Family Trust of which Ms. Nora Johnson and her husband are the sole trustees and beneficiaries and of which Ms. Nora Johnson exercises shared voting and investment power.

Includes 169,580 shares of Class A common stock held by the William Shanahan Revocable Trust of which Mr. Shanahan is the sole trustee and beneficiary.

Totals in this row Include 392,943 shares of Class A common stock owned and 350,824 shares of Class A common stock subject to options exercisable within 60 days of September 30, 2015 held by two additional executive officers.

  Name and Address of

  Beneficial Owner

Amount and Nature of

Beneficial  Ownership⁽¹⁾

Percent of Class

(%)⁽²⁾

  BlackRock Inc.

   40 East 52nd Street

   NY, NY 10022

  FMR LLC

   245 Summer Street

   Boston, MA 02210

  State Street Corporation

   State Street Financial Center

   One Lincoln Street

   Boston, MA 02111

  T. Rowe Price Associates, Inc.

   100 E. Pratt Street

   Baltimore, Maryland 21202

  Vanguard Group, Inc.

   100 Vanguard Blvd.

   Malvern, PA 19355

Calculated based on the total number of shares of our Class A common stock outstanding as of September 30, 2015. All reported shares adjusted for four-for-one stock split in March 2015.

Charles W. Scharf

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

Byron Pollitt

Former Executive Vice President and Chief Financial Officer⁽¹⁾

Mr. Pollitt stepped down as our Chief Financial Officer on February 9, 2015 and retired from the Company on May 29, 2015.

Principles of our Compensation Programs

 Pay for Performance

The key principle of our compensation philosophy is pay for performance.

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 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. Similarly, at our 2014 Annual Meeting of Stockholders, more than 97% of the votes cast on the Say-on-Pay proposal were in favor of the fiscal year 2013 compensation of our named executive officers.

Clawback Policy: Our Clawback Policy allows the board of directors 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 does not provide services to management.

Stock Ownership Guidelines: To further align the interests of management and our directors with our stockholders, we have significant stock ownership guidelines, which require our executive officers and directors to hold a multiple of their annual compensation 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 change of control benefits or accelerated equity vesting 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.

Change    

(%)    

  Net Revenue Growth, as reported

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

  Earnings Per Share, as adjusted⁽¹⁾

Fiscal year 2015 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 the revaluation of the Visa Europe put option. Fiscal year 2014 adjusted net income and earnings per share reflect U.S. GAAP as reported results, adjusted to exclude the impact of the interchange multidistrict litigation provision and related tax benefit. 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, 2015 filed with the SEC on November 19, 2015. 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 adjusted as reported results for the aforementioned Visa Europe put option revaluation, and net income earned by an entity acquired during fiscal year 2015, as described under the heading Compensation Discussion and Analysis – Corporate Performance Measures and Results for Fiscal Year 2015 and Compensation Discussion and Analysis – Long-Term Incentive Awards Granted in Fiscal Year 2015.

Calculated based on unrounded numbers.

For fiscal year 2015, 92% of our Chief Executive Officer’s target compensation was performance-based and 87% 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 awards/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 the three-year performance period if pre-established financial goals are met. Time-based stock options and restricted stock awards/units will provide value based on the Company’s stock price performance.

For fiscal year 2015, 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 2015. In this proxy statement, we refer to these metrics as Net Income – VIP adjusted and Net Revenue Growth – VIP adjusted. Actual performance for Net Income – VIP adjusted and Net Revenue Growth – VIP adjusted, were above target which resulted in the corporate performance portion of the annual incentive award paying out at 132.4% of target.

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 dependent 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 2015, the Compensation Committee adjusted the fiscal year 2015 EPS when determining applicable performance share results. In this proxy statement, we refer to this metric as EPS – PS adjusted. Our fiscal year 2015 EPS – PS adjusted, was above target, resulting in a performance factor of 121.0% for the relevant portion of the award.

The performance shares previously awarded on November 19, 2012 completed their three-year performance period following the 2015 fiscal year-end. Performance shares earned pursuant to this award were based on EPS – PS adjusted, for fiscal years 2013, 2014 and 2015 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, 2012 both metrics were above target and the performance shares earned equated to 167.9% 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 for that fiscal year and sets the performance goals for each corporate performance-based compensation component.

The Chief Executive Officer sets individual performance goals, designed to drive our corporate goals, for each of the other named executive officers, which are reviewed by the Compensation Committee. 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 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 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 with assistance from a third-party 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 Cook & Co. 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, Cook & Co. will not provide any other services to the Company, unless directed to do so by the Compensation Committee. During fiscal year 2015, Cook & Co. 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 Cook & Co. and, based on this review, did not identify any conflict of interest raised by the work Cook & Co. performed in fiscal year 2015. 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.

CEO Compensation Mix

Other NEO Compensation Mix

Industry

We compete for talent with companies in:

•      the Financial Services industry;

•      the Processing/Data Services industry; and

•      the Technology industry

Geography

We have extensive global operations so we identify companies as peers that have a broad international presence

Financial Scope

Our named executive officer team should be similar to senior managers at companies that have comparable financial characteristics, including revenues, market capitalization and total assets

  Peers

American Express Company

Bank of New York Mellon Corporation

Capital One Financial Corporation

The Charles Schwab Corporation

Franklin Resources, Inc.

PNC Financial Services Group

State Street Corporation

U.S. Bancorp

Automatic Data Processing, Inc.

Discover Financial Services

eBay Inc.

MasterCard Incorporated

EMC Corporation

Google Inc.

Oracle Corporation

Yahoo! 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

Chief Executive Officer

  Vasant M. Prabhu

Executive Vice President
and Chief Financial Officer