VVisa Inc.
Deals with insiders in the proxy filed 2025-12-08
Deals between V and its directors, executives, owners of more than 5% or their families: a relative on the payroll, a plane the company charters from its CEO, a director's company that buys from it. SEC rules (Item 404) make the company list every such deal over $120,000 in its proxy statement.
New this year
Paragraphs about a deal, a person or a relative with nothing like them in the proxy filed 2024-12-09.
Nothing new: every deal in this year's section was reported last year too.
The whole section
4 paragraphs quoted as filed
Certain Relationships and Related Person Transactions“The Audit and Risk Committee has adopted a written Statement of Policy with respect to Related Person Transactions (Statement of Policy), governing any transaction, arrangement, or relationship between the Company and any related person where the related person had, has, or will have a direct or indirect material interest. Under the Statement of Policy, the Audit and Risk Committee reviews related person transactions and may approve or ratify them only if it is determined that they are in, or not inconsistent with, the best interests of the Company and its shareholders. When reviewing a related person transaction, the Audit and Risk Committee may take into consideration all of the relevant facts and circumstances available to it, including: (i) the material terms and conditions of the transaction or transactions; (ii) the related person’s relationship to Visa; (iii) the related person’s interest in the transaction, including their position or relationship with, or ownership of, any entity that is a party to or has an interest in the transaction; (iv) the approximate dollar value of the transaction; (v) the availability from other sources of comparable products or services; and (vi) an assessment of whether the transaction is on terms that are comparable to the terms available to us from an unrelated third party.”
Read it in the proxy ↗
Certain Relationships and Related Person Transactions“In the event we become aware of a related person transaction that was not previously approved or ratified under the Statement of Policy, the Audit and Risk Committee will evaluate all options available, including ratification, revision, or termination of the related person transaction. The Statement of Policy is intended to augment and work in conjunction with our other policies that include code of conduct or conflict of interest provisions, including our Code of Business Conduct and Ethics.”
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Compensation of Non-Employee Directors“We compensate non-employee directors for their service on the Board with a combination of cash and equity awards, the amounts of which are commensurate with the director’s role and involvement, and consistent with peer company practices. In setting non-employee director compensation, we consider the significant amount of time our directors expend in fulfilling their duties, as well as the skill level required of members of our Board.”
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Compensation of Non-Employee Directors“The Compensation Committee, which is composed solely of independent directors, has the primary responsibility for reviewing and considering any revisions to our non-employee director compensation program. In July 2024, the Compensation Committee undertook its annual review of non-employee director compensation for 2025, which included an analysis completed by its independent compensation consultant, Meridian Compensation Partners, LLC (Meridian). As part of this analysis, the independent compensation consultant reviewed trends and data from the same peer companies used by the Compensation Committee in connection with its review of executive compensation. For more information about the peer group, see the Compensation Peer Group section of this proxy statement. Pursuant to the review, and after considering the independent compensation consultant’s advice based on peer group data, the Compensation Committee determined it would not recommend that the Board approve, and the Board did not approve, any changes to the non-employee director compensation program for 2025.”
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Paragraphs are compared by their words, not read by AI: one counts as new when no paragraph last year shares half of its words, or when it names a person or company last year's section did not. A deal reported again with a new amount is not new. Always check the filing. Open the proxy ↗ · Last year's proxy ↗