Visa 2007 Annual Report Download - page 195

Table of Contents
(7) Represents (i) $115,000 retainer and meeting fees for service on the Visa International board of directors; (ii) $500,004 retainer fees for services on the transition governance committee,
which were paid by, and in connection with services to, the Visa LAC board of directors; and (iii) $32,500 retainer and meeting fees for service on the Inovant board of directors.
(8) Represents $223,500 retainer and meeting fees and $111,750 additional fees paid in connection with our reorganization for service on the Visa U.S.A. board of directors.
(9) Represents (i) $115,000 retainer and meeting fees for service on the Visa International board of directors; and (ii) $32,500 retainer and meeting fees for service on the Inovant board of
directors.
(10) Represents $21,000 for director fees paid to Mr. Schulin-Zeuthen in his capacity as a director of InterAmerica Overseas Limited, a Cayman Islands membership corporation owned by
approximately 145 Visa LAC affiliated members. In addition to Mr. Schulin-Zeuthen, all but two directors on the regional board of Visa LAC also serve on the board of InterAmerica
Overseas Limited. InterAmerica Overseas Limited is in the process of winding-up its business.
Pursuant to our director compensation program, we use a combination of cash and equity-based compensation to attract and retain non-employee
directors and to compensate directors for their service on our board of directors commensurate with their role and involvement. In setting director
compensation, we consider the significant amount of time our directors will expend in fulfilling their duties as well as the skill level required of our board of
directors.
Directors who are also our full-time employees do not receive additional compensation for their service as directors. Each non-employee director will
receive compensation for service on our board of directors as described below.
Cash Compensation
Directors who are not full-time employees will be paid an annual retainer of $82,000. John A. Swainson will receive an additional annual retainer of
$25,000 as the lead director. Non-employee directors will also receive an annual retainer for serving as a chairperson of a committee ($20,000 for audit
committee $20,000 for compensation committee and $15,000 for nominating/corporate governance committee). An annual retainer of $5,000 will also be paid
to non-employee directors who serve as members (non-chairperson) of the audit or compensation committees. In addition, customary expenses for attending
board of directors and committee meetings will be reimbursed
Equity Compensation
Each non-employee director will receive an annual stock grant with a value of $162,000 in the form of restricted stock or restricted stock units.
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