Summary
This 8-K filing from Visa Inc. on October 21, 2016, announces a significant leadership change. Charles W. Scharf is resigning as CEO and from the board of directors, effective December 1, 2016. In his place, the board has appointed Alfred F. Kelly, Jr. as the new CEO, also effective December 1, 2016. Mr. Kelly, who has served on Visa's board since January 2014, will join the company as CEO Designate on October 31, 2016, to ensure a smooth transition. Investors should note the terms of Mr. Kelly's appointment, including his annual salary of $1,250,000, his eligibility for the Visa Inc. Incentive Plan (VIP) with a target bonus of 250% and a maximum of 500% of base salary, and a substantial initial long-term equity incentive award valued at $11,000,000. The filing also details make-whole equity awards totaling $7,300,000 to compensate Mr. Kelly for forfeited awards from his previous employer, as well as provisions for aircraft usage and severance. Additionally, Mr. Scharf will transition to an advisory role under a consulting agreement until March 31, 2017, continuing to receive his base salary.
Key Highlights
- 1Charles W. Scharf is resigning as CEO and board member, effective December 1, 2016.
- 2Alfred F. Kelly, Jr. has been appointed as the new CEO, effective December 1, 2016.
- 3Mr. Kelly will commence employment as CEO Designate on October 31, 2016, to facilitate a leadership transition.
- 4Mr. Kelly's compensation includes an annual salary of $1,250,000 and eligibility for the Visa Inc. Incentive Plan (VIP).
- 5A significant initial long-term equity incentive award valued at $11,000,000 is granted to Mr. Kelly.
- 6Mr. Kelly will receive make-whole equity awards totaling $7,300,000 to compensate for forfeited prior awards.
- 7Former CEO Charles W. Scharf will serve as an advisor to Mr. Kelly under a consulting agreement until March 31, 2017.