The numbers indicate Visa U.S.A. is leaving its competition in the dust, but Carl F. Pascarella sounds like he is running scared.

The regional president believes bold steps should be taken when times are good. The way he is talking, his staff should be bracing for some changes.

"When you're winning is when you have to keep changing," he said recently, hinting that some broad organizational strokes may be in the offing. "We have to change the way we approach our business.

There may not be "wholesale changes," he said, "but we would be myopic if we didn't think about it."

Mr. Pascarella, who moved into the Visa U.S.A. post in 1993 after 10 years heading the Asia-Pacific region, has the operation humming. Visa's share of U.S. bank card spending is 67% or 68%. In its "tracking studies," 62% of cardholders rate Visa the best overall, well ahead of MasterCard's 20%, American Express' 9%, and Discover's 6%.

As for performance benchmarks, Mr. Pascarella said his "controllable expenses" rose 3.1% between 1993 and 1997, while revenue was up 18.5% and operating profit 33.1%.

While discretionary spending as a percentage of the total budget fell over that time to 16% from 28%, advertising's share rose to 27% from 20%, which presumably boosts account openings, transactions, and the member-bank profitability that Mr. Pascarella regards as the ultimate bottom line.

The problem, he said, is that the company has not changed in any fundamental way almost since its inception. He wondered, "Do we have the right organization and skill set?"

"Governance is effective," he said, adding that his top management team is the best he has ever been associated with. A new upscale credit card is nearing release, the latest result of what he views as a superior product pipeline.

"But in a time of such flux in the industry, in the technology, in the consumer market, I don't think we can continue to run this organization as we have. What other company has gone 23 or 25 years without going through a catharsis?"

Mirroring Visa International's sharpening of focus, Mr. Pascarella reels off U.S. priorities that include "keeping the factories running, establishing a chip card scenario, and developing new business opportunities" like purchasing cards and electronic commerce.

At the same time, the banking industry's consolidation and shakeout "change the way we look at and behave in the marketplace," Mr. Pascarella said. "It is incumbent on us to be leaders, to make sure we are ahead, and this is a tremendous time to make that kind of statement. You can't go through what we have in this industry these last couple of years without it changing the way we do business."

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