Item 5.02 Departure of Directors or Certain Officers: Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 27, 2022, Visa Inc. (the "Company") announced that on June 23, 2022,
James Hoffmeister, Senior Vice President, Global Corporate Controller and Chief
Accounting Officer, tendered his resignation, effective July 1, 2022. Mr.
Hoffmeister will transition to the role of Chief Financial Officer of Visa
Europe Limited on July 1, 2022.
The Company also announced that on June 23, 2022, Peter Andreski, age 49, was
appointed as Senior Vice President, Global Corporate Controller and Chief
Accounting Officer of the Company, effective July 1, 2022. Mr. Andreski has
served as Senior Vice President, Global Head of Revenue Operations of the
Company since June 2019. Prior to Visa, Mr. Andreski held a variety of
accounting and finance leadership positions with the Boeing Company, ABB Ltd.
and Deloitte & Touche. Mr. Andreski earned a Bachelor of Science degree in
Business Administration - Accounting from the University of Nebraska in 1995 and
a Master of Business Administration degree from the University of Washington in
2012. He is a certified public accountant in the state of Washington.
In connection with this appointment, Mr. Andreski will receive an annual base
salary of $450,000 and will be eligible to participate in the Visa Inc.
Incentive Plan with a target opportunity of 65% and a maximum opportunity of
130% of his annual base salary. Mr. Andreski will also be eligible to
participate in the Company's long-term incentive plan. Mr. Andreski's target
long-term incentive value will be $500,000, with his actual grant value
determined at the conclusion of each fiscal year based on an evaluation of his
performance. Any long-term incentive award will be subject to the terms and
conditions, including vesting requirements, of the Company's 2007 Equity
Incentive Compensation Plan, as amended, and the individual award agreement
corresponding to the award.
The Company intends to enter into its standard form of indemnification agreement
with Mr. Andreski. There are no arrangements or understandings between Mr.
Andreski and any other persons pursuant to which he was selected as an officer,
he has no family relationships with any of the Company's directors or executive
officers, and he has no direct or indirect material interest in any transaction
required to be disclosed pursuant to Item 404(a) of Regulation S-K.
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