01—Abstract
Summary
Summary of the 8-K filed February 1, 2023. Cited figures are marked; the original filing is the authoritative source.
Visa Inc. has filed an 8-K report detailing significant executive leadership and compensation changes.
Effective February 1, 2023, Ryan McInerney officially transitioned to Chief Executive Officer, succeeding Alfred F. Kelly, Jr., who will now serve as Executive Chairman.
To support this transition and acknowledge new roles, the company has also announced equity awards and salary adjustments for key executives. This filing provides investors with transparency into the compensation packages associated with these critical leadership shifts.
02—Key points
Key Highlights
- Ryan McInerney appointed Chief Executive Officer (CEO) and Board Director, effective February 1, 2023.
- Alfred F. Kelly, Jr. transitioned from CEO to Executive Chairman of the Board.
- Ryan McInerney's new compensation includes a $1,400,000 base salary, a target incentive opportunity of 250% of base salary (with a maximum of 500%), and a $3,000,000 one-time equity award.
- Alfred F. Kelly, Jr.'s compensation as Executive Chairman includes a $1,250,000 base salary and eligibility for the same incentive plan targets.
- Two named executive officers, Kelly Mahon Tullier and Rajat Taneja, received significant one-time performance share awards valued at $5,000,000 each.
- All new one-time equity awards are scheduled for grant on February 15, 2023, and are subject to the company's 2007 Equity Incentive Compensation Plan.
- Both McInerney and Kelly will have specific reimbursement policies for personal use of company-provided private aircraft exceeding $250,000 annually.
03—Questions
Frequently Asked Questions
What are the main leadership changes at Visa?
Effective February 1, 2023, Ryan McInerney has officially become the Chief Executive Officer (CEO) of Visa. Alfred F. Kelly, Jr., previously CEO, will now serve as the Executive Chairman of the Board. This transition was previously announced in November 2022.
How is Ryan McInerney's compensation structured as the new CEO?
As CEO, Ryan McInerney will receive an annual base salary of $1,400,000. He is also eligible for Visa's Incentive Plan with a target opportunity of 250% of his base salary (up to 500% maximum). Additionally, he received a one-time equity award valued at $3,000,000, comprising performance shares, stock options, and restricted stock units.
What compensation changes apply to Alfred F. Kelly, Jr. in his new role?
In his role as Executive Chairman, Alfred F. Kelly, Jr. will receive an annual base salary of $1,250,000 and will be eligible for the Visa Inc. Incentive Plan with the same target and maximum opportunities as the CEO (250%-500% of base salary). The duration of his term as Executive Chairman has not yet been determined.
Were there any other significant executive compensation adjustments?
Yes, two other named executive officers, Kelly Mahon Tullier and Rajat Taneja, each received a substantial one-time performance share award valued at $5,000,000. These awards are tied to company performance in fiscal years 2023-2025 and vest on February 15, 2026.
04—Continue