Visa 2007 Annual Report Download - page 177

Table of Contents
reorganization transactions. Accordingly, in fiscal 2007, Visa U.S.A. took into consideration an individual performance component, which allowed the board
of directors or committee the discretion to further adjust awards.
The maximum aggregate level of awards for all eligible employees under the Visa U.S.A. annual incentive plan, which we refer to as the incentive plan
pool, was determined based on the actual combined performance of Visa U.S.A. and Inovant as compared to pre-established performance goals. Both the
performance metrics and actual results were determined on the basis of combining the metrics and results of the two entities. The performance metrics,
weighting, target performance level and actual performance results for fiscal 2007 are displayed in the following table:
Metric
Weighting
(%)
Target
($)
Results for
Determination
of Incentive
Plan Pool(1)
($)
Achievement Relative
To Target
Revenues 50 3,316,000,000 3,534,600,000 Between target and maximum
Net income 50 645,000,000 765,000,000 Maximum
(1) The incentive plan pool was set by the human resources and compensation committee of the Visa U.S.A. board of directors on August 23, 2007 and was determined based on projected
fiscal 2007 Visa U.S.A. net income and revenues as of that date. Actual fiscal 2007 and income before post-closing adjustments exceeded this amount.
Achievement of corporate and individual performance targets impacted the amount of the bonuses payable to Visa U.S.A. executives under the 2007
Visa U.S.A. Incentive Plan, although the human resources and compensation committee of the Visa U.S.A. board of directors retained discretion in
determining any adjustments to these awards based on each executive officer's individual contribution to corporate results.
The funding level of the incentive plan pool was determined by corporate results compared with the corporate targets, as stated above.
Messrs. Sheedy's, Floum's and Partridge's bonus payouts were based on the achievement of these corporate goals and evaluation by the human resources and
compensation committee of individual performance against individual goals. The human resources and compensation committee of the Visa U.S.A. board of
directors used discretion in determining bonus payouts relative to plan guidelines.
Mr. Partridge's individual performance goals for fiscal 2007 were qualitative, not quantitative, in nature and were not weighted. They consisted of: (i)
managing Inovant, including with regard to system performance, efficiency and customer satisfaction during the fiscal year; (ii) managing the organizational
transition management team during our reorganization, including all organizational aspects of the reorganization; (iii) leading the business negotiations
regarding the framework agreement with Visa Europe; and (iv) serving as Chief Executive Officer of Visa U.S.A. for a portion of the year. The committee
determined that Mr. Partridge exceeded his individual performance goals and awarded him the maximum annual award of 200% of his target bonus.
Additionally, the committee used its discretion to award Mr. Partridge an additional annual incentive plan award equal to $448,000 as described in the
footnotes following "—Summary Compensation Table."
Mr. Sheedy's individual performance goals for fiscal 2007 were qualitative, not quantitative, in nature and were not weighted. They consisted of: (i)
managing Interchange Strategy and Merchant Acceptance in the U.S. region; and (ii) managing the finance function during our reorganization, including all
finance aspects of the reorganization. The committee determined that Mr. Sheedy exceeded his individual performance goals and awarded him the maximum
annual award of 200% of his target bonus.
Mr. Floum's individual performance goals for fiscal 2007 were qualitative, not quantitative, in nature and were not weighted. They consisted of: (i)
managing the legal and government relations functions for the organization, and (ii) leading certain aspects of the reorganization on behalf of Visa U.S.A.,
including the creation of the retrospective responsibility plan relating to the covered litigation and the successful negotiation of
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