Visa 2008 Annual Report Download - page 220

Table of Contents
Tax Implications
Deductibility of Executive Compensation
Section 162(m) of the Internal Revenue Code limits the ability of Visa Inc. to deduct for tax purposes compensation in excess of $1,000,000 that is paid
to our principal executive officer or any one of our three highest paid executive officers, other than our principal executive officer or principal financial
officer, who are employed by us on the last day of our taxable year, unless, in general, the compensation is paid pursuant to a plan that is performance-related,
non-discretionary and has been approved by Visa Inc.'s stockholders. No such limitation on deductibility was applicable to compensation paid in fiscal 2008.
Compensation from awards made before our first annual meeting in 2012 under plans that existed before the closing of our initial public offering will be
exempt from the deduction limitations otherwise imposed by Section 162(m), if the plan is not materially modified during this period. The compensation
committee will review and consider the deductibility of executive compensation under Section 162(m) and may authorize certain payments in excess of the
$1,000,000 limitation. The compensation committee believes that it needs to balance the benefits of designing awards that are tax-deductible with the need to
design awards that attract, retain and reward executives responsible for the success of the company. Internal Revenue Code Section 274(e) limits the amount
that companies can deduct for the personal use of corporate aircraft to the amount recognized as income by the executives that used the aircraft. For fiscal year
2008, the total amount of our disallowed tax deduction resulting from the personal usage of the corporate aircraft by our named executive officers and any
guests was approximately $2,200,000.
Compensation Committee Report
The compensation committee has:
• reviewed and discussed the above section titled "Compensation Discussion and Analysis" with management; and
• based on this review and discussion, the compensation committee recommended to the board of directors that the "Compensation Discussion and
Analysis" section be included in this annual report on Form 10-K for fiscal 2008.
COMPENSATION COMMITTEE
William Shanahan (chairperson)
Thomas Campbell
Suzanne Nora Johnson
John A. Swainson
Compensation Committee Interlocks and Insider Participation
None of the members of the compensation committee (whose names appear under "—Compensation Committee Report") is or has ever been one of our
officers or employees. During the last fiscal year, none of our executive officers served as a member of the board of directors or the compensation committee
of any other entity that has one or more executive officers serving on our board of directors or compensation committee.
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