Visa 2008 Annual Report Download - page 211

Table of Contents
increased stockholder value. In order to be competitively positioned to attract and retain key executives, we target total compensation for executive officers,
including salary, annual incentive target and long-term incentive target, at the 50th percentile of compensation paid to similarly situated executive officers of
the companies comprising our compensation peer group. The actual level of total compensation is determined by individual, group or company performance
and can approximate the 75th percentile of our compensation peer group's total compensation to reward key executive officers who demonstrate exceptional
experience, skills, competencies and performance.
Our compensation committee believes that the most effective executive compensation program is one that is designed to reward the achievement of
specific annual, long-term and strategic goals, and that aligns executive officers' interests with those of our stockholders by rewarding performance that meets
or exceeds established goals, with the ultimate objective of increasing stockholder value. Our compensation committee annually evaluates both performance
and compensation of key employees to ensure that we maintain our ability to attract and retain superior employees in key positions relative to the
compensation paid to similarly situated executives of our peer companies and that compensation paid to our key employees remains competitive. To that end,
our compensation committee believes compensation provided to our executive officers should include both cash and equity-based compensation.
Role of Chief Executive Officer in Compensation Decisions
Our Chief Executive Officer annually reviews the performance of each executive officer (other than the Chief Executive Officer, whose performance is
reviewed by the compensation committee). He then presents his recommendations based on these reviews, including with respect to items such as salary
adjustments and annual award amounts, to the compensation committee. Our Chief Executive Officer approves annual performance goals for our other
executive officers. The compensation committee can exercise discretion in modifying any compensation recommendations relating to executive officers that
were made by our Chief Executive Officer and will approve all other compensation decisions for our executive officers.
Setting Executive Compensation
Our compensation committee has structured executive compensation to include an annual cash incentive component and a long-term equity incentive
component to motivate our executive officers to achieve their business goals and reward them for achieving such goals.
We have retained Towers Perrin, a global human resources consulting firm, to conduct an annual review of our total compensation program with
respect to executive compensation. This review reports on the aggregate level of our executive compensation, as well as the combination of elements used to
compensate our executive officers. This review is based on public information and third party surveys of executive compensation paid by publicly traded peer
companies of similar size and focus, including financial services, processing, technology and business services companies, which we refer to, collectively, as
the compensation peer group.
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