Visa 2008 Annual Report Download - page 214

Table of Contents
officers' salaries relative to the market data and the salaries of our other executive officers, the compensation committee determined that the salaries of each of
the named executive officers was appropriately positioned and no salary adjustments were made for our named executive officers during the 2008 fiscal year.
Annual Incentive Plan
The Visa Inc. Incentive Plan, which we refer to as our annual incentive plan, 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. Goals under the annual incentive plan are based on global corporate performance metrics for the fiscal year. The compensation committee
establishes the target incentives at the median of the compensation peer group, consistent with local market practice. Individual awards are allocated based on
a combination of corporate, group and individual performance measures, which vary by the level of the employee's position and the scope of the employee's
responsibilities. At the most senior levels in the organization, the measures used to determine awards are heavily weighted toward corporate performance with
a small portion dependent upon the achievement of either group or individual performance goals or, at the compensation committee's discretion, may be based
entirely on corporate performance goals without an individual performance component. The compensation committee measures performance and determines
award amounts after the completion of each fiscal year. The compensation committee may, in its discretion, adjust performance measures based on
extraordinary occurrences.
The compensation committee approved the following corporate performance measures for fiscal 2008: (1) successful completion of our initial public
offering and (2) delivery of superior financial performance as measured by net income, weighted equally, with 50%, 100% and 200% payouts as a percentage
of each executive's target annual bonus at threshold, target and maximum levels of performance, respectively.
The performance goals for target, threshold and maximum, as well as the actual level of performance achieved for the 2008 fiscal year, are displayed in
the following table:
(in $Millions)
Metric
Weighting
(%)
Threshold
($)
Target
($)
Maximum
($) Result
Achievement Relative
To Target
Successful completion of initial public offering 50 Subjective assessment of compensation committee Maximum Maximum
Net income 50 1,099 1,221 1,362 1,597 Maximum
The actual net income of $1.597 billion was determined as GAAP net income excluding the following extraordinary item. Specifically, the item
excluded by the compensation committee was the litigation provision of $1.1 billion in connection with an agreement in principle reached with Discover
Financial Services to settle pending litigation outlined earlier in this document. Based on meeting or exceeding the maximum corporate goals, the committee
determined that both corporate components for each named executive officer would be funded at 200% of target.
For the fiscal 2008 annual award of our Chief Executive Officer, 80% was dependent on achievement of the Visa Inc. corporate performance measures
determined by the compensation committee which are described above and the remaining 20% was dependent on the achievement of the individual
performance measures similarly determined by the compensation committee which were: (1) to continue the process of restructuring Visa Inc.; (2) to develop
and execute Visa Inc.'s global corporate strategy; and (3) to develop and implement requisite policies, controls, governance procedures and processes
appropriate for a world class organization. Following the end of fiscal 2008,
213