Visa 2007 Annual Report Download - page 178

Table of Contents
the merger agreements. The committee determined that Mr. Floum had exceeded his individual performance goals and awarded him 175% of his target bonus.
The reason that Messrs. Partridge and Sheedy received awards equal to 200% of their target bonuses and Mr. Floum received an award equal to 175% of his
target bonus was principally due to their relatively more comprehensive roles in our reorganization.
Visa Inc. Annual Incentive Plan. The Visa Inc. Incentive Plan, which we refer to as our annual incentive program, has been designed to reward annual
performance and achievement of strategic goals, align employee interests with those of our stockholders and provide market-competitive compensation to
employees on an individual employee basis. The annual incentive program will be funded based on global corporate performance metrics for the fiscal year.
The compensation committee is currently in the process of determining the corporate performance measures. The compensation committee will establish
target incentives at the median of our compensation peer group, consistent with local market practice, and allow individual awards to be allocated based on a
combination of corporate, group and individual performance measures, which will vary by level and scope of position. Performance is measured and award
amounts are determined after the completion of each fiscal year. At the most senior levels in the organization, the measures used to determine awards will be
heavily weighted toward corporate performance with a small portion dependent on either group or individual performance goals.
For our Chief Executive Officer, 80% of the annual award will depend on the Visa Inc. corporate performance measures, which will be defined by our
compensation committee. The remaining 20% will be determined by the compensation committee based on individual performance measures. The
compensation committee determined that the split of 80% corporate measures and 20% individual performance measures for the Chief Executive Officer
appropriately reflects his responsibility for the overall management of Visa and correspondingly aligns his goals most closely with Visa's corporate goals. For
Mr. Saunders, the individual performance measures are being developed by the compensation committee. More information about Mr. Saunders's
employment arrangements can be found under "—Executive Compensation and Director Compensation Tables—Summary Compensation Table" and "—
Employment Arrangements."
For the other executive officers, 70% of the annual award will be determined based on the corporate performance measures. The remaining 30% will be
determined by the Chief Executive Officer and approved by the compensation committee based on either group or individual performance measures. The
compensation committee determined that the split of 70% corporate and 30% individual/group performance for our other executive officers appropriately
reflects that each of these officers shares the primary goals and objectives of the overall corporation, but also recognizes the importance of the goals that relate
solely to their area of responsibility.
Under the plan, target incentive opportunities are expressed as a percentage of base salary based on position, market pay levels and our overall
compensation philosophy, which emphasizes performance. The 2008 target annual incentive awards for our named executive officers, as defined under "—
Summary Compensation Table," expressed as a percentage of base salary are as follows:
Name
2008 Target Award
(%)
Joseph W. Saunders 250
Byron H. Pollitt 100
John (Hans) C. Morris 150
William M. Sheedy 75
Joshua R. Floum 100
John M. Partridge 150
Actual awards can range from 0% to 200% of these target awards based on actual performance results.
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