Affirm Holdings, Inc DEF 14A, filed Oct 23, 2026

Affirm Holdings, Inc. (AFRM)

DEF 14A 2026-10-23 For: 2026-06-30

Added on October 27, 2026

About this DEF 14A

Affirm Holdings, Inc filed this DEF 14A on October 23, 2026.

Affirm will ask stockholders on December 14, 2026 to elect Max Levchin, James Bray and Ryan Schneider as Class III directors, ratify Deloitte & Touche LLP for fiscal year ending June 30, 2027, and approve an advisory executive compensation vote. AI summary

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☐			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material under § 240.14a-12


PROXY SUMMARY						1
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE						3
Director Nominees						4
Continuing Directors						5
Director Independence						8
Board Leadership Structure						8
Board and Stockholder Meetings and Committees						9
Compensation Committee Interlocks and Insider Participation						11
Individual Board Skills Matrix						11
Considerations in Evaluating Director Nominees						11
Stockholder Recommendations for Nominations to the Board of Directors						12
Investor Outreach						12
Communications with the Board of Directors						12
Corporate Governance Guidelines and Code of Ethics and Business Conduct						12
Role of the Board in Risk Oversight						12
Non-Employee Director Compensation						13
PROPOSAL NO. 1: ELECTION OF DIRECTORS						15
PROPOSAL NO. 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM						16
AUDIT COMMITTEE REPORT						18
EXECUTIVE OFFICERS						19
COMPENSATION DISCUSSION AND ANALYSIS						20
COMPENSATION COMMITTEE REPORT						34
EXECUTIVE COMPENSATION TABLES						35
PROPOSAL NO. 3: APPROVAL, ON A NON-BINDING ADVISORY BASIS, OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS						48
EQUITY COMPENSATION PLAN INFORMATION						49
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT						50
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS						52
OTHER MATTERS						53
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING						54
PROPOSALS OF STOCKHOLDERS FOR 202 7 ANNUAL MEETING						58
APPENDIX A						59


Matter	Board Recommendation	Page
Proposal 1 - Election of Three Class III Directors	FOR each Director Nominee	15
Proposal 2 - Ratification of Deloitte & Touche as Independent Auditor for Fiscal Year Ending June 30, 2027	FOR	16
Proposal 3 - Non-Binding Advisory Vote to Approve Executive Compensation	FOR	48


Via the Internet			During the Meeting Live at www.proxydocs.com/AFRM			By Telephone Follow the instructions in our proxy statement			By Mail


✓	Lead Independent Director	✓	Sustainability report published annually
✓	Independent committee chairs	✓	Annual Board and committee self-evaluations
✓	Code of Ethics and Business Conduct applicable to all directors and officers	✓	Majority voting standard for the election of directors in uncontested elections
✓	Executive sessions for each Board meeting with independent directors	✓	None of our directors sit on the board of more than three other public companies in addition to our Board
✓	All of our directors attended at least 75% of the meetings of the Board and committees on which they served	✓	Board oversight of risk management and CEO succession planning
✓	Active board refreshment, with five new independent directors joining since 2022	✓	Stock ownership guidelines for directors and executive officers


Filed by the Registrant ☒			Filed by a Party other than the Registrant ☐



Katherine Adkins Chief Legal Officer, Chief Compliance Officer & Secretary

San Francisco, California October 23, 2026


Date and Time December 14, 2026 9:00 am (Pacific Time)			Location Virtual-only at www.proxydocs.com/AFRM			Record Date October 16, 2026


Provide market competitive compensation and benefit levels to attract, motivate, reward and retain key members of our management team
Establish a direct link between our financial and operational objectives and our compensation
Align the interests and objectives of our named executive officers with our stockholders by linking long-term incentive compensation opportunities to company performance and stockholder value creation and cash incentives to annual performance


GMV* $50.2B ↑37%**	Total Revenue $4.3B ↑32%**	Revenue Less Transaction Costs* $2.1B ↑41%**

Operating Income $417M	Adjusted Operating Income* $1.2B	Net Income $1.9B


Name	Age	Director since	Term Expires	Principal Occupation	Our Committee Membership1	Other Public Company Boards
Class III Directors and Class III Director Nominee2
Max Levchin	51	2012	2026	Founder, CEO and Chairman of Affirm Holdings, Inc.	—	1
James Bray	53	Director nominee		Principal, Rockford Pacific Holdings LLC	Committee assignments to be determined after election	0
Brian D. Hughes	59	2024	2026	Independent Consultant and Strategic Advisor to the Boston Consulting Group	Audit Committee, Compensation Committee	0
Jeremy Liew	55	2013	2026	Partner at Lightspeed Venture Partners	Compensation Committee (chair), Nominating and Governance Committee	0
Ryan Schneider	56	2026	2026	Former Chief Executive Officer of Anywhere Real Estate	Audit Committee, Nominating and Governance Committee	1
Class I Continuing Directors
Libor Michalek	53	2021	2027	President of Affirm Holdings, Inc.	—	0
Jacqueline D. Reses	56	2021	2027	Chief Executive Officer of Lead Bank	—	1
Noel Watson	51	2022	2027	Chief Financial Officer and Chief Operating Officer of LegalZoom.com, Inc.	Audit Committee (chair)	0
Class II Continuing Directors
Richard Galanti	70	2025	2028	Former Executive Vice President and Chief Financial Officer of Costco Wholesale Corporation	Compensation Committee, Nominating and Governance Committee	1
Christa S. Quarles*	52	2018	2028	Chief Executive Officer of Parallels	Compensation Committee, Nominating and Governance Committee (chair)	1


Manolo Sánchez			60			2023			2028			Adjunct Professor at Rice University’s Jones Graduate School of Business			Audit Committee, Compensation Committee			3


Director Since 2012 Age: 51 Board Committees: None	MAX LEVCHIN Chairman and Chief Executive Officer of Affirm Holdings, Inc.
	Skills and Qualifications: –CEO Experience –Engineering, Technology, Innovation –Payments, Financial Services, FinTech –Government/Public Service	–Bank Regulatory –Venture Capital/Private Equity –Operational Experience –Business Development/M&A
	Other Public Company Boards –The Coca-Cola Company	Former Public Company Boards (During Past 5 Years) –None
	Mr. Levchin is our Founder and has served as our Chairman and Chief Executive Officer (“CEO”) since our founding in 2012. Affirm was spun out of 2012 MRL Investments LLC (f/k/a HVF, LLC), an exploration company Mr. Levchin founded in 2011 to create and fund companies that leveraged large data sets in new ways. Mr. Levchin also helped create Yelp Inc., a consumer internet company, and co-founded PayPal, where he served as Chief Technology Officer from its founding until its sale to eBay in 2003. Mr. Levchin was selected to serve on our Board because of the perspective and experience he brings as our Founder and CEO, as well as his experience as a founder of several technology companies.
New Director Nominee Age: 53 Board Committees: ▪Committee assignments to be determined after election	JAMES BRAY Principal, Rockford Pacific Holdings LLC
	Skills and Qualifications: –Payments, Financial Services, FinTech –Engineering, Technology, Innovation –Financial Expertise	–Business Development/M&A –Venture Capital/Private Equity –International, Global –Academia
	Other Public Company Boards –None	Former Public Company Boards (During Past 5 Years) –None
	Mr. Bray has served as a Principal at Rockford Pacific Holdings LLC since July 2026. He previously served as a Partner of Capital Group, one of the world’s largest privately held investment management firms, from December 2017 to July 2026. Mr. Bray had research and investment responsibility for companies in the payments, technology and services sectors. Prior to becoming a Partner, Mr. Bray served in roles of increasing responsibility at Capital Group after joining in 2006. Mr. Bray serves on the Advisory Board of the University of Chicago Center for Applied Artificial Intelligence. Mr. Bray was selected as a director nominee due to his extensive experience in capital markets and investment management, his deep knowledge of the payments, financial technology and technology sectors, and his substantial financial and analytical expertise.


Director Since 2026 Age: 56 Board Committees: ▪Audit Committee ▪Nominating and Governance Committee	RYAN SCHNEIDER Former Chief Executive Officer, Anywhere Real Estate
	Skills and Qualifications: –Payments, Financial Services, FinTech –Engineering, Technology, Innovation –Current/Former CEO –Audit Committee Financial Expert –Financial Expertise –Operational Experience –Business Development/M&A	–Marketing, Brand –Bank Regulatory –Legal, Government Relations –International, Global –Risk Management –Public Company Audit Committee –Public Company Compensation Committee –Public Company Nominating/Governance Committee
	Other Public Company Boards –Elevance Health	Former Public Company Boards (During Past 5 Years) –Anywhere Real Estate (2017-2026)
	Mr. Schneider was the Chief Executive Officer for Anywhere Real Estate, a global leader in residential real estate franchising and brokerage, from 2018 to 2026, prior to which he was President from October to December 2017. Prior to Anywhere Real Estate, he served as President, Card Business for Capital One Financial Corporation from 2007 to 2016, where he was responsible for U.S., U.K., and Canada credit card businesses, and also served as senior advisor from 2016 to 2017. Mr. Schneider previously served as a partner at McKinsey & Company with a focus on financial services clients. Mr. Schneider was selected to serve on the Company’s Board due to his extensive executive leadership, finance, marketing, consumer insights and technology experience, and his public company board service.


Director Since 2021 Age: 53 Board Committees: ▪None	LIBOR MICHALEK President, Affirm Holdings, Inc.
	Skills and Qualifications: –Payments, Financial Services, FinTech –Engineering, Technology, Innovation –Operational Experience	–Cybersecurity –Risk Management –Human Capital
	Other Public Company Boards –None	Former Public Company Boards (During Past 5 Years) –None
	Mr. Michalek has served as our President since December 2022 and previously served as our President, Technology, Risk and Operations from May 2021 to December 2022 and as our President, Technology from 2018 to May 2021. Mr. Michalek served as the Company’s Chief Technology Officer from 2015 to 2018. Prior to joining the Company, Mr. Michalek served as an Engineering Director at YouTube and Google. Prior to that, Mr. Michalek served as the Chief Technology Officer of Slide, a personal media-sharing service, which was acquired by Google in 2010. Mr. Michalek was selected to serve on our Board due to his deep software, systems, security, machine learning, and engineering experience.


			AFFIRM HOLDINGS, INC. 2026 PROXY STATEMENT			1


			AFFIRM HOLDINGS, INC. 2026 PROXY STATEMENT			2


			AFFIRM HOLDINGS, INC. 2026 PROXY STATEMENT			3


			AFFIRM HOLDINGS, INC. 2026 PROXY STATEMENT			4


Director Since 2021 Age: 56 Board Committees: ▪None	JACQUELINE D. RESES Chief Executive Officer, Lead Bank
	Skills and Qualifications: –Payments, Financial Services, FinTech –Engineering, Technology, Innovation –Current/Former CEO –Current/Former CFO –Audit Committee Financial Expert –Financial Expertise –Operational Experience –Business Development/M&A	–Venture Capital/Private Equity –Bank Regulatory –Legal, Government Relations –Risk Management –Human Capital –Government, Public Service –Public Company Audit Committee –Public Company Compensation Committee –Public Company Nominating/Governance Committee
	Other Public Company Boards –Nu Holdings Ltd.	Former Public Company Boards (During Past 5 Years) –Endeavor Group Holdings, Inc. (2021-2025) –Pershing Square Tontine Holdings, Ltd (2020-2022) –TaskUS, Inc. (2019-2025)
	Ms. Reses has served as the Chief Executive Officer of Lead Bank, a banking infrastructure company, since 2021. From October 2015 to October 2020, Ms. Reses served as Square Capital Lead of Block, Inc., a financial services and technology company, and Executive Chairman of its bank, Square Financial Services. From September 2012 to October 2015, Ms. Reses served as Chief Development Officer of Yahoo! Inc. Prior to Yahoo, Ms. Reses served as the head of the U.S. media group at Apax Partners Worldwide LLP, which she joined in 2001. Ms. Reses also spent seven years at Goldman Sachs in mergers and acquisitions and the principal investment area. Ms. Reses was selected to serve on our Board due to her experience as a director of various public companies and her leadership experience at technology companies.
Director Since 2022 Age: 51 Board Committees: ▪Audit Committee	NOEL WATSON Chief Financial Officer and Chief Operating Officer, LegalZoom.com, Inc.
	Skills and Qualifications: –Current/Former CFO –Audit Committee Financial Expert –Financial Expertise –Operational Experience	–Business Development/M&A –International, Global –Public Company Audit Committee
	Other Public Company Boards –None	Former Public Company Boards (During Past 5 Years) –Zynga Inc. (2020-2022)
	Mr. Watson has served as the Chief Financial Officer and Chief Operating Officer of LegalZoom, an online platform for legal and compliance solutions, since November 2020 and August 2024, respectively. Prior to joining LegalZoom, Mr. Watson served as Chief Financial Officer at TrueCar, Inc. from June 2019 to November 2020. From April 2006 to June 2019, Mr. Watson served in roles of increasing responsibility at TripAdvisor, Inc., including as Vice President - Finance and Chief Accounting Officer. Mr. Watson was selected to serve on our Board due to his financial expertise and his experience on a public company audit committee.


Director Since 2025 Age: 70 Board Committees: ▪Compensation Committee ▪Nominating and Governance Committee	RICHARD GALANTI Former Executive Vice President & Chief Financial Officer, Costco Wholesale Corporation
	Skills and Qualifications: –Current/Former CFO –Audit Committee Financial Expert –Business Development/M&A –Financial Expertise	–International, Global –Human Capital –Public Company Audit Committee –Public Company Compensation Committee –Public Company Nominating/Governance Committee
	Other Public Company Boards –Medline, Inc.	Former Public Company Boards (During Past 5 Years) –Costco Wholesale Corporation (1995-2025)
	Mr. Galanti is the retired Executive Vice President and Chief Financial Officer of Costco Wholesale Corporation (“Costco”), an operator of warehouse club retail stores. Mr. Galanti joined Costco in March 1984 as Vice President, Finance and became Senior Vice President and Chief Financial Officer in January 1985. Subsequent to the merger of The Price Company and Costco in October 1993, Mr. Galanti became Executive Vice President and Chief Financial Officer, a position he held until March 2024. Mr. Galanti remained an Executive Vice President of Costco until his retirement in January 2025. In addition to his management roles at Costco, Mr. Galanti also served as a director from January 1995 until January 2025. Prior to joining Costco, Mr. Galanti worked in investment banking for Donaldson, Lufkin & Jenrette. Mr. Galanti was selected to serve on our Board due to his extensive tenure as Chief Financial Officer of one of the largest global retail companies, his substantial leadership experience and expertise across retail, finance, global operations, and investor relations, as well as his public company board service.
Director Since 2018 Age: 52 Board Committees: ▪Compensation Committee ▪Nominating and Governance Committee	CHRISTA S. QUARLES Chief Executive Officer, Parallels
	Skills and Qualifications: –Current/Former CEO –Current/Former CFO –Audit Committee Financial Expert –Financial Expertise –Operational Experience –Business Development/M&A –Venture Capital/Private Equity	–Sales –Marketing, Brand –International, Global –Human Capital –Public Company Audit Committee –Public Company Compensation Committee –Public Company Nominating/Governance Committee
	Other Public Company Boards –Kimberly-Clark Corporation	Former Public Company Boards (During Past 5 Years) –None
	Ms. Quarles has served as the Chief Executive Officer and a Director of Parallels (formerly known as Alludo), a private software company backed by KKR, since 2020. Prior to joining Parallels, Ms. Quarles served as Operating Partner of Advent International from 2019 to 2020 and the Chief Executive Officer of OpenTable, Inc., an online restaurant reservation service, from 2015 to 2018. Before OpenTable, Ms. Quarles served as the Chief Business Officer of NextDoor, Inc., a social networking company, from 2014 to 2015. Leading up to NextDoor, Ms. Quarles held positions of increasing responsibility with The Walt Disney Company. Ms. Quarles was selected to serve on our Board due to her financial expertise, her experience on a public company audit committee, and her leadership experience as the Chief Executive Officer of an e-commerce marketplace.


Director Since 2023 Age: 60 Board Committees: ▪Audit Committee ▪Compensation Committee	MANUEL (“MANOLO”) SÁNCHEZ Adjunct Professor, Jones Graduate School of Business at Rice University
	Skills and Qualifications: –Payments, Financial Services, FinTech –Current/Former CEO –Audit Committee Financial Expert –Financial Expertise –Operational Experience –Business Development/M&A –Venture Capital/Private Equity –Bank Regulatory	–Legal, Government Relations –International, Global –Risk Management –Human Capital –Academia –Public Company Audit Committee –Public Company Compensation Committee –Public Company Nominating/Governance Committee
	Other Public Company Boards –Fannie Mae –Stewart Information Services Corporation –Securitize Corp.	Former Public Company Boards (During Past 5 Years) –Elevate Credit, Inc. (2021 - 2023)
	Mr. Sánchez is an adjunct professor at Jones Graduate School of Business at Rice University and was President and CEO of Compass Bank, Inc., a U.S. subsidiary of Banco Bilbao Vizcaya Argentaria, S.A. (“BBVA“) from 2008-2017, during which time he served as director of the American Bankers Association, the Institute of International Bankers and the Greater Houston Partnership. Mr. Sánchez joined BBVA in 1990. Mr. Sánchez was selected to serve on our Board due to his in-depth experience in the banking and finance industry, including in risk management, real estate, community, corporate and investment banking, as well as his global insight.


Audit Committee Members: Noel Watson (Chair), Brian D. Hughes*, Manolo Sánchez , Ryan Schneider			8 meetings in fiscal 2026
Our Audit Committee is responsible for, among other things: –selecting a qualified firm to serve as the independent registered public accounting firm to audit our financial statements; –evaluating the independence and overseeing performance of the independent registered public accounting firm; –reviewing and discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent registered public accounting firm, our interim and year-end operating results; –reviewing our financial statements and our critical accounting policies; –reviewing, approving, or ratifying related party transactions; –reviewing the adequacy and effectiveness of our accounting and internal controls; –discussing our major litigation, compliance and financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies with respect to risk assessment and risk management; –developing and overseeing procedures for employees to submit concerns anonymously about questionable accounting or auditing matters; –reviewing communications with regulators or governmental agencies that raise significant compliance issues and management actions on significant compliance matters; –reviewing our compliance program with respect to legal and regulatory requirements, including our Code of Ethics and Business Conduct and our policies and procedures for monitoring compliance therewith; and –pre-approving all audit and all permissible non-audit services, other than de minimis non-audit services, to be performed by the independent registered public accounting firm. Each member of our Audit Committee meets the requirements for independence under the listing standards of Nasdaq and the applicable rules and regulations of the SEC. Each member of our Audit Committee also meets the financial literacy and sophistication requirements of the listing standards of Nasdaq. In addition, our Board has determined that Messrs. Sánchez, Schneider and Watson are audit committee financial experts within the meaning of Item 407(d) of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”). * Mr. Hughes’s service on the Audit Committee will conclude at the Annual Meeting.


Compensation Committee Members: Jeremy Liew (Chair), Richard Galanti, Brian D. Hughes, Christa S. Quarles, Manolo Sánchez			5 meetings in fiscal 2026
Our Compensation Committee is responsible for, among other things: –reviewing, approving and determining the compensation of our executive officers; –evaluating annually the performance of our CEO and approving, either as a committee or together with the other independent directors (as directed by the Board), the CEO’s compensation; –annually reviewing our overall compensation strategy, including base salary, incentive compensation plans and equity-based compensation plans; –administering, reviewing and approving equity compensation plans; –developing and making recommendations to our Board regarding succession planning for our CEO, together with the Nominating and Governance Committee, and other senior management positions; –establishing and reviewing general policies relating to compensation and benefits of our employees; –making recommendations regarding non-employee director compensation to our full Board; and –overseeing and periodically reviewing our sustainability activities, programs, risks and public disclosure related to human capital management. Each of the members of our Compensation Committee meets the requirements for independence under the listing standards of Nasdaq and the applicable rules and regulations of the SEC. Each member of the Compensation Committee is also a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Exchange Act. * Messrs. Liew and Hughes will conclude their service on the Compensation Committee at the Annual Meeting.


Nominating and Governance Committee Members: Christa S. Quarles (Chair), Richard Galanti, Jeremy Liew*, Ryan Schneider			4 meetings in fiscal 2026
Our Nominating and Governance Committee is responsible for, among other things: –identifying, evaluating and selecting, or making recommendations to our Board regarding, nominees for election to our Board and its committees; –evaluating the performance of our Board; –considering and making recommendations to our Board regarding the composition of our Board and its committees; –recommending to the independent directors an independent director to serve as Lead Independent Director; –developing, reviewing, or making recommendations to our Board regarding corporate governance principles; –together with the Compensation Committee, developing and making recommendations to our Board regarding succession planning for our CEO; and –overseeing and periodically reviewing our sustainability activities, programs, risks and public disclosure, except for our strategies and policies related to human capital management. Each of the members of our Nominating and Governance Committee meets the requirements for independence under the listing standards of Nasdaq. * Mr. Liew’s service on the Nominating and Governance Committee will conclude at the Annual Meeting.


Cash Compensation(1)	Prior to October 1, 2025		After October 1, 2025
Annual retainer(2)		$45,000		$55,000
Lead Independent Director retainer		$28,000		$28,000
Additional annual retainers for committee service	Chair	Member	Chair	Member
Audit Committee	$25,000	$12,500	$25,000	$12,500
Compensation Committee	$18,000	$9,000	$18,000	$9,000
Nominating and Governance Committee	$10,000	$5,000	$10,000	$5,000
Equity Compensation(3)
Initial grant of RSUs(4)		$500,000		$235,000
Annual grant of RSUs(5)		$200,000		$235,000


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)	All Other Compensation ($)	Total ($)
Richard Galanti	16,500	779,916	—	796,416
Brian D. Hughes	74,000	234,997	—	308,997
Jeremy Liew	30,500	279,954	—	310,454
Christa S. Quarles	64,500	279,954	—	344,454
Jacqueline D. Reses	7,500	234,997	—	242,497
Manolo Sánchez	75,000	234,997	—	309,997
Noel Watson	82,500	234,997	—	317,497


ü						The Board of Directors recommends a vote FOR the election of each of the nominees named in this proxy statement as Class III Directors to serve for a three-year term.


	Fiscal 2026		Fiscal 2025
Audit Fees(1)	$	4,795,000	$	5,025,000
Audit-Related Fees(2)		810,980		363,510
Tax Fees(3)		946,106		766,274
All Other Fees(4)		4,900		4,890
Total Fees	$	6,556,986	$	6,159,674


Name	Age	Position
Max Levchin	51	Founder, CEO and Chairman of Affirm Holdings, Inc.
Rob O'Hare	45	Chief Financial Officer
Michael Linford	43	President
Libor Michalek	53	President
Katherine Adkins	64	Chief Legal Officer and Chief Compliance Officer


What We Do
ü			Maintain an Independent Compensation Committee. The Compensation Committee consists solely of independent directors who establish our executive compensation policies and practices.
ü			Retain an Independent Compensation Consultant. The Compensation Committee retains its own compensation consultant to provide information, analysis, and other advice on executive compensation matters independent of management. This consultant performed no other consulting or other services for us in fiscal 2026.
ü			Conduct an Annual Executive Compensation Review. The Compensation Committee reviews and approves our executive compensation strategy at least annually. This assessment includes a review and determination of our compensation peer group used for comparative purposes.
ü			Conduct an Annual Compensation-Related Risk Assessment. The Compensation Committee reviews our compensation-related risk profile to ensure that our compensation program does not encourage excessive or inappropriate risk-taking and that the level of risk that it does encourage is not reasonably likely to have a material adverse effect on us.
ü			Significant Portion of Target Total Direct Compensation “At-Risk”. A significant portion of our NEOs’ target annual total direct compensation is “at risk” based on our financial and operational results and our stock price performance to align the interests of our NEOs with those of our stockholders.
ü			Stock Ownership Guidelines. We maintain robust stock ownership guidelines for our executive officers and members of our Board to further align the interests of those individuals with those of our stockholders.
ü			Establish Multi-Year Vesting Requirements. The equity awards granted to our NEOs vest or are earned, over multi-year periods, consistent with current market practice and our retention objectives.
ü			Maintain “Double-Trigger” Change in Control Arrangements. All payments and other benefits that our NEOs may be eligible to receive under our Officer Severance Plan in the event of a change in control of the Company are “double-trigger” arrangements (requiring both a change in control of the Company plus a qualifying termination of employment before payments and benefits are paid). All such payments and benefits are subject to the execution and delivery of an effective general release of claims in favor of the Company.
ü			Provide Only Nominal Cash Compensation to Our CEO. Our CEO receives only a nominal cash base salary and does not participate in our annual cash incentive plan.
ü			CEO Equity Awards Are Entirely Performance-Based. In fiscal 2026, we granted an equity award consisting solely of PSUs to our CEO. Therefore, substantially all of our CEO’s compensation is “at-risk” and performance based.
ü			Conduct Succession Planning. We review the risks associated with our key executive officer positions in order to develop and implement appropriate succession plans for our most critical positions.


What We Don’t Do
û			Limited Perquisites. Perquisites or other personal benefits are not a significant part of our compensation program for our NEOs. While the Company provides our CEO with personal security services, the Compensation Committee believes that amounts paid by the Company for these security services have been necessary to ensure the founder CEO’s safety and security, and for the Company’s benefit.
û			No Excise Tax Payments on Future Post-Employment Compensation Arrangements. We do not provide our NEOs with excise tax reimbursement payments (including “gross-ups”) for any such taxes on payments or benefits that are contingent upon a change in control of the Company.
û			No Special Health or Welfare Benefits. We do not provide our NEOs with any health or welfare benefit programs, other than participation in our broad-based employee programs on the same basis as our other full-time, salaried employees.
û			No Hedging of Company Stock. Under our Insider Trading Policy, our employees, including our NEOs, and the members of our Board are prohibited from making short sales and engaging in transactions in publicly traded options, warrants, puts and calls, exchange funds or similar instruments with respect to our securities. This includes any hedging or similar transaction designed to decrease the risks associated with holding our common stock.


Factors Considered by the Compensation Committee in Determining Compensation
•our executive compensation program objectives
•our performance against the financial and operational objectives established by our Board
•each individual NEO’s knowledge, skills, experience, qualifications and tenure
•the scope of each NEO’s role and responsibilities compared to other similarly situated executives at the companies in our compensation peer group and in selected compensation surveys
•the prior performance of each individual NEO, based on a subjective assessment of his or her contributions to our overall performance, ability to lead his or her business unit or function and work as part of a team, all of which reflect our core values
•the potential of each individual NEO to contribute to our long-term financial and operational objectives
•our financial performance relative to our compensation and performance peers
•the compensation practices of our compensation peer group and in selected compensation surveys and the positioning of each NEO’s compensation in a ranking of peer company compensation levels based on an analysis of competitive market data
•the recommendations of our CEO with respect to the compensation of our NEOs (except with respect to his own compensation)


Bill.com Holdings	MarketAxess Holdings	Shopify	Upstart Holdings
Block	MongoDB	SoFi Technologies	WEX
Box	Okta	Toast(3)	Zscaler
Dropbox	Paycom Software	Tradeweb Markets
HubSpot	Paylocity Holding	Twilio


NEO	Fiscal 2025 Base Salary ($)	Fiscal 2026 Base Salary ($)	Percentage Adjustment (%)
Max Levchin	38,834	39,895	3	%
Rob O’Hare	475,000	475,000	—	%
Michael Linford	500,000	500,000	—	%
Libor Michalek	500,000	500,000	—	%
Katherine Adkins	450,000	450,000	—	%


Named Executive Officer	Fiscal 2026 Target Cash Incentive Plan Opportunity (as a percentage of base salary)		Fiscal 2026 Target Cash Incentive Plan Opportunity ($)
Max Levchin(1)	—		—
Rob O’Hare	75	%	356,250
Michael Linford	80	%	400,000
Libor Michalek	80	%	400,000
Katherine Adkins	60	%	270,000


Performance Measure	Weight	Rationale
Network Size	50%	Captures growth in the Company’s marketplace scale and long-term earnings power
Total Revenue	25%	Reflects monetization of GMV across the platform and alignment with top-line growth objectives
Adjusted Operating Income	25%	Balances growth with profitability, holding management accountable for disciplined unit economics and operating leverage


Fiscal 2026 Performance Measures
Network size: a blended measure of active consumers, gross merchandise volume, and revenue less transaction costs where: –“active consumers” meant the total number of consumers who engaged in at least one transaction on the Company’s platform during fiscal 2026; –“gross merchandise volume” meant total dollar amount of all transactions on the Company’s platform during fiscal 2026, net of refunds; and –“revenue less transaction costs” meant total net revenue less the sum of loss on loan purchase commitment, provision for credit losses, funding costs, and processing and servicing expense, each determined in accordance with GAAP for fiscal 2026
Total revenue: our GAAP total net revenue for fiscal 2026, as reflected in our audited financial statements for fiscal 2026
Adjusted operating income (loss): our GAAP operating income (loss) for fiscal 2026, adjusted to exclude: –depreciation and amortization expense –stock-based compensation expense included in GAAP operating income (loss) –amortization expense associated with a commercial agreement asset –certain other items as set forth in the reconciliation of adjusted operating income (loss) to GAAP operating income (loss) included in Appendix A to this proxy statement


Performance Measure		Threshold		Target		Stretch
Network Size		90	%	100	%	110	%
Total Revenue (in billions)	$	3.5		3.9		4.3
Adjusted Operating Income (in millions)	$	823.5		1,029.0		1,235.0