Visa 2008 Annual Report Download - page 236

Table of Contents
(a) (b) (c) (d) (e) (f) (g)
Name
Board
Retainer
($)
Lead
Director
Retainer
($)
Audit
Committee
Chair/
Member
Retainer
($)
Comp.
Committee
Chair/
Member
Retainer
($)
Nomination
Committee
Chair
Retainer ($)
Ad Hoc
Legal
Committee
Meting
Fees ($)
Hani Al-Qadi 82,000 — — — — —
Thomas Campbell 82,000 — — 5,000 15,000 5,000
Gary Coughlan 82,000 — 5,000 — — —
Mary B. Cranston 82,000 — 5,000 — — 5,000
Charles T. Doyle 82,000 — — — — —
Francisco Javier Fernandez-Carbajal 82,000 — 5,000 — — —
Peter Hawkins 82,000 — — — — —
Suzanne Nora Johnson 82,000 — — 5,000 — —
Robert W. Matschullat 82,000 — 20,000 — — —
David I. McKay 82,000 — — — — —
Cathy Elizabeth Minehan 82,000 — 5,000 — — —
David J. Pang 82,000 — — — — —
Charles W. Scharf 82,000 — — — — —
Segismundo Schulin-Zeuthen 82,000 — — — — —
William Shanahan 82,000 — — 20,000 — —
John A. Swainson 82,000 25,000 — 5,000 — —
Johannes (Hans) I. van der Velde 41,000 — — — — —
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 such directors for their service on the board of directors in an amount that is 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
receives compensation for service on our board of directors as described below.
Cash Compensation
Each director who is not a full-time employee is paid an annual retainer of $82,000. John A. Swainson receives an additional annual retainer of $25,000
as the lead director. Each non-employee director who serves as a chairperson of a committee receives the following additional annual retainer for serving as
such: $20,000 to the audit and risk committee chairperson, $20,000 to the compensation committee chairperson and $15,000 to the nominating/corporate
governance committee chairperson. An annual retainer of $5,000 is also paid to each non-employee director who serves as a member (non-chairperson) of the
audit or the compensation committees. Each non-employee director who is a member of the Ad Hoc Legal Committee receives a meeting fee of $2,500 for
each meeting attended, subject to a cap of $15,000 per year. In addition, customary expenses for attending board of directors and committee meetings are
reimbursed.
Equity Compensation
Each non-employee director receives an annual stock grant with a value of $162,000 in the form of restricted stock or restricted stock units.
Stock Ownership Guidelines
Company stock ownership guidelines have been established for the non-employee directors. A guideline of three times the annual retainer was
established to reinforce the importance of aligning the interests of the board members with the interests of our shareholders.
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