On January 30, 2023, the board of directors of Visa Inc. upon the recommendation of the Board's Nominating and Corporate Governance Committee, approved an increase in the size of the Board from 10 to 11 members and the appointment of Ryan McInerney to the Board, effective February 1, 2023, for a term that will expire at the Company's 2024 Annual Meeting of Stockholders. In connection with his transition to the new full-time role of Executive Chairman, Mr. Kelly will receive an annual base salary of $1,250,000 effective February 1, 2023, and will be eligible to participate in the VIP plan with a target opportunity of 250% and a maximum opportunity of 500% of his base salary, with the applicable salaries pro-rated for the portion of the 2023 fiscal year that Mr. Kelly serves in the Chief Executive Officer and Executive Chairman roles. The Company and Mr. Kelly have not determined the length of Mr. Kelly's term as Executive Chairman.

Consistent with the terms of the VIP plan, if Mr. Kelly's eventual departure qualifies as a “Retirement” within the meaning of the plan, Mr. Kelly will receive a pro-rated target annual incentive under the plan for the fiscal year of departure. If Mr. Kelly's eventual departure from the Company does not qualify as a Retirement, Mr. Kelly will be eligible to receive a cash payment equivalent to a pro-rated amount of his target annual incentive under the VIP plan for the year of departure. Mr. Kelly will continue to be required to use company-provided private aircraft for all business and personal air travel, based upon an independent security assessment.

Mr. Kelly and the Company will enter into an amended time-sharing agreement requiring that Mr. Kelly reimburse the Company for personal use of the aircraft in excess of $250,000 per fiscal year.