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National Legal and Policy Center, a shareholder in Visa Inc., has filed with the Securities and Exchange Commission a report that outlines several missteps and ongoing “wokeness” on the part of Chairman and CEO Al Kelly, and will call for the board to implement a policy to separate the two powerful leadership roles at the company.

NLPC’s proposal, found on page 90 of the company’s proxy statement, is the only one that will presented by a shareholder for the annual meeting, to be held on Jan. 24.

NLPC’s report to the SEC seeks greater accountability for company leaders by asking fellow shareholders to vote for an “independent chair” policy, which if approved, would mean they support checks-and-balances under which the Chair of the board could not also be the CEO. NLPC’s report to the SEC also rebuts the board’s opposition to its proposal.

As part of its case, NLPC calls into question several “missteps” — and even outright blunders and possible criminality — by Visa under the leadership of Chairman/CEO Kelly. From the report:

There are several examples where we call into question Mr. Kelly’s leadership, with his powerful combined positions. Consider:

• He continued the Company’s quite-visible sponsorship of the 2022 Beijing Winter Olympics, despite a diplomatic boycott by the U.S. “There is no way around it,” wrote U.S. Sen. Marco Rubio of Florida. “By supporting the Winter Olympic Games, [sponsors, including Visa] are helping the [Communist Chinese Party] whitewash slavery and genocide.”

• He capitulated to the violent, anti-police, “Black Lives Matter” riots of 2020, decrying “social injustice and racial inequality,” implying that the thousands of employees who represent the Company are insufficiently respectful and sensitive to minorities. “These corporations in America…they’ll blow a gasket, you know, for these small issues in the United States,” said Florida Gov. Ron DeSantis. “But yet they’re willing to underwrite games of the country that’s committing genocide.”

• In his response to the fraudulent BLM movement, Mr. Kelly pledged to institute quotas at Visa for “under-represented” racial groups among executives and in overall hiring. “We want to achieve these goals for Black and African American people, and for Latinx people,” said Mr. Kelly, ignorant of the fact that the virtue-signaling term “Latinx” offends many Latin Americans and Hispanics. “Our initial emphasis will be on Black and African American talent,” he added.

• A federal judge in California ruled in a child pornography lawsuit against Visa, and against Pornhub’s parent company MindGeek, that “Visa knew that MindGeek’s websites were teeming with monetized child porn”; that there was a “criminal agreement to financially benefit from child porn that can be inferred from [Visa’s] decision to continue to recognize MindGeek as a merchant despite allegedly knowing that MindGeek monetized a substantial amount of child porn”; and that “the court can comfortably infer that Visa intended to help MindGeek monetize child porn” by “knowingly provid[ing] the tool used to complete the crime.” An influential activist investor said, “Visa’s conduct here is inexcusable, likely to cause the company incalculable financial and reputational damage,” and will “create serious… personal liability and potential criminal liability for the board.”

• He succumbed to pressure from progressive political leaders to adopt a specific purchase code for firearms merchants, making it easier for anti-Second Amendment rights advocates in political power to flag gun sales. “This new system is ripe for abuse and brings to mind similar policies of Big Tech companies and payment processors that have targeted law-abiding Americans for engaging in constitutionally protected activities. I urge you to immediately reverse course,” wrote U.S. Sen. Josh Hawley of Missouri, in a letter to Mr. Kelly and other major payment processing company CEOs. Two dozen state attorneys general also wrote to Mr. Kelly, warning that the new code may violate state consumer protection laws.

• Rather than hear shareholders’ legitimate concerns at annual meetings as they choose to address them, instead Mr. Kelly and his team avoid such discomfort, and hold “sham question and answer session(s) with planted softball questions.”

Late last year Visa announced that Ryan McInerney would assume the role of CEO effective Feb. 1, while Kelly will retain the Chairman of the Board role. Companies regularly divide the roles on a temporary basis as part of a “transition” while shifting executives into new top roles, then within a few months to a year recombine the Chair and CEO roles. It remains to be seen what Visa will do, but nonetheless, adopting NLPC’s good-governance proposal would establish separation of the roles as company policy.

“Al Kelly’s decision-making as both Chairman and CEO has brought great harm to Visa’s reputation and credibility, as the results have shown,” said Paul Chesser, director of NLPC’s Corporate Integrity Project. “It is past time for the board to permanently implement policies that improve accountability for leadership, before these ongoing unchecked mistakes end up being catastrophic for the company – and its shareholders.”

Read NLPC’s shareholder proposal for the Visa annual meeting here.

Read the full NLPC report to the SEC here.

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For more information or to schedule an interview with Paul Chesser, contact Dan Rene at 202-329-8357 or drene@nlpc.org.

Please visit http://www.nlpc.org.

Founded in 1991, NLPC promotes ethics in public life and government accountability through research, investigation, education, and legal action.

Contact Details

National Legal and Policy Center

Dan Rene

+1 202-329-8357

drene@nlpc.org

Company Website

http://www.nlpc.org

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