On January 27, National Legal and Policy Center presented a “Request for Board of Directors to Adopt Policy for an Independent Chair” proposal, at Visa‘s 2025 annual shareholder meeting.
Currently the Company has two different individuals occupying the Chief Executive Officer and Board Chairman roles. Ryan McInerney is CEO and John F. Lundgren serves as independent Board Chair. But Visa’s governance framework does not lock in that structure permanently. NLPC presented the same proposal in 2023, when we had several points of criticism of the leadership of then-CEO and Chair Al Kelly.
Visa’s board opposed the proposal on the grounds that it wants “flexibility,” as explained on pages 96-98 of its proxy statement. NLPC responded with a proxy memo filed with the Securities and Exchange Commission contending that “flexibility” is precisely why shareholders should adopt a durable governance policy that preserves checks and balances—especially at high-stakes inflection points when reputational and governance risk is highest.
Presenting the proposal at the meeting was Luke Perlot, associate director of NLPC’s Corporate Integrity Project. An audio recording of his presentation can be found here, and a transcript of his three-minute remarks follows:
Good morning.
I urge shareholders to vote FOR Shareholder Proposal 5, which asks Visa’s Board to adopt a policy requiring that the CEO and Chair roles remain separate—and that, the Chair be an independent director.
To be clear, Visa is doing the right thing today. The Company currently separates the roles, with an independent chair. But the question is whether Visa should lock in that structure permanently.
Visa’s Board opposes this proposal on one main ground: it wants “flexibility” to change leadership structure in the future. That is exactly why this proposal is needed. “Flexibility” should not be a governance principle. Rather, the company should be managed with the consistency, independence, and balance that shareholders deserve.
Corporate governance should be designed for the real world: imperfect information, strong incentives, and human nature. A board and its chair are supposed to supervise management on behalf of owners. A CEO is supposed to run the enterprise. When one person holds both roles, the system effectively asks an executive to preside over the body that must evaluate, compensate, discipline, and—if necessary—replace him. That is not accountability. That is management supervising itself.
This is why independent board leadership is now widely recognized as best practice. By 2024, a majority of S&P 500 companies had already separated the CEO and Chair roles, and a growing share have adopted an independent chair. The proxy advisers are explicit: ISS generally supports proposals requiring an independent chair, and Glass Lewis has warned that when a CEO/chair controls the agenda and boardroom discussion, it can weaken oversight, reduce scrutiny, and entrench leadership.
And Visa has lived the practical side of this debate. Not long ago, the Company combined the Chair/CEO role under Al Kelly—during a period when Visa engaged in high-visibility woke political and social activities that divided shareholders, distracted from core stewardship, and raised questions about whether anyone in the boardroom had both the authority and independence to impose restraint.
Visa characterizes our proposal as “rigid” and “prescriptive.” So too is the U.S. Constitution, because successful systems separate powers on purpose. If adopting a set policy for an independent chair is too rigid and prescriptive, that is the cost of sound governance.
Shareholders should ask the CEO to focus on running the business, and ensure an independent chair to lead oversight on behalf of owners.
I urge you to vote FOR Proposal 5. Thank you.
Read NLPC’s shareholder proposal for the Visa annual meeting here.
Listen to Luke Perlot’s presentation of the proposal at the meeting here.
Read NLPC’s response, filed with the SEC, to the company’s opposition to our shareholder proposal, here.
