Summary
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.
Key Highlights
- 1Ryan McInerney appointed Chief Executive Officer (CEO) and Board Director, effective February 1, 2023.
- 2Alfred F. Kelly, Jr. transitioned from CEO to Executive Chairman of the Board.
- 3Ryan 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.
- 4Alfred F. Kelly, Jr.'s compensation as Executive Chairman includes a $1,250,000 base salary and eligibility for the same incentive plan targets.
- 5Two named executive officers, Kelly Mahon Tullier and Rajat Taneja, received significant one-time performance share awards valued at $5,000,000 each.
- 6All 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.
- 7Both McInerney and Kelly will have specific reimbursement policies for personal use of company-provided private aircraft exceeding $250,000 annually.
Frequently Asked Questions
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.
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.
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.
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.