Who is Ryan McInerney and what is his background?

Ryan McInerney is a new executive appointed as President of Visa Inc. He is 37 years old and brings substantial experience from JPMorgan Chase, where he most recently served as the Chief Executive Officer of Consumer Banking. His prior roles at JPMorgan Chase and McKinsey & Company cover areas like consumer lending, risk management, marketing, payments, and retail banking strategy. This background suggests he has deep expertise relevant to Visa's core business and growth strategies.

What is the total compensation package for Ryan McInerney?

Mr. McInerney's compensation is structured to be highly competitive. It includes an annual base salary of $750,000. He is eligible for annual bonuses under the Visa Inc. Incentive Plan (VIP) with a target of 150% of his base salary (and a maximum of 300%), with a guaranteed minimum bonus of $375,000 for fiscal year 2013. Additionally, he receives a one-time sign-on bonus of $2,031,250 (half cash, half restricted stock) and a "make-whole" equity award valued at $4,340,000 (restricted stock and stock options) to offset incentives forfeited from his previous employer. He will also be eligible for long-term performance bonuses.

Why is Visa Inc. making these executive changes?

The appointment of Ryan McInerney as President, along with the new roles for Elizabeth Buse and Bill Sheedy, suggests Visa is strategically reinforcing its leadership team. McInerney's extensive experience in consumer banking and payments from a major competitor like JPMorgan Chase indicates a focus on strengthening Visa's consumer-facing strategies and operational execution. The other appointments signal an emphasis on global solutions, strategic growth initiatives, and government relations.

What are the key terms of Ryan McInerney's sign-on bonus and equity awards?

The sign-on bonus of $2,031,250 is split evenly between cash ($1,015,625) and restricted stock ($1,015,625 grant date value). The cash portion is subject to repayment if he voluntarily leaves or is terminated for cause within one year. The restricted stock from the sign-on bonus vests three years after the grant date. The "make-whole" equity award, valued at $4,340,000, consists of restricted stock and stock options, with each component vesting one-third per year.

V 8-K: Leadership Changes

Summary

Visa Inc. filed an 8-K on May 23, 2013, to announce a significant executive appointment and other leadership changes. The most impactful event for investors is the appointment of Ryan McInerney as President, effective June 3, 2013. McInerney brings extensive experience from JPMorgan Chase, where he led consumer banking, and prior experience from McKinsey & Company, focusing on payments and retail banking. His appointment signals a strategic move to leverage his deep industry knowledge in consumer finance and operational leadership within Visa. This filing also details Mr. McInerney's compensation package, which includes a base salary of $750,000, significant bonus opportunities (guaranteed minimums for FY13), a substantial sign-on bonus comprised of cash and restricted stock, and a large make-whole equity award in restricted stock and stock options. The company also announced the appointments of Elizabeth Buse and Bill Sheedy to key strategic roles. These changes indicate Visa's ongoing efforts to strengthen its executive team and drive future growth through experienced leadership.

Key Highlights

1Visa Inc. appointed Ryan McInerney as President, effective June 3, 2013, succeeding John M. Partridge.
2Ryan McInerney previously served as CEO of Consumer Banking at JPMorgan Chase & Co., overseeing a large customer base and extensive branch/ATM network.
3McInerney possesses significant experience in consumer banking, payments, operations, technology, strategy, risk management, marketing, and product management from his time at JPMorgan Chase and McKinsey & Company.
4Mr. McInerney's compensation package includes a $750,000 annual salary, significant performance-based bonuses with guaranteed minimums for FY13, and a one-time sign-on bonus of $2,031,250 (split between cash and restricted stock).
5A substantial "make-whole" equity award valued at $4,340,000 (comprised of restricted stock and stock options) was granted to compensate for forfeited equity at his previous employer.
6Elizabeth Buse and Bill Sheedy were also appointed to new leadership roles: Head of Global Solutions and Head of Strategy, M&A, Government Relations and Strategic Initiatives, respectively.
7The filing provides details on the terms of McInerney's employment offer letter, including relocation assistance and participation in the Executive Severance Plan.

VISA INC. 8-K Report, Executive Changes (May 23, 2013)

Summary

Key Highlights

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