Affirm Holdings, Inc.

DEF 14A 1 a2025proxystatement.htm DEF 14A

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

Affirm Holdings, Inc. (Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check all boxes that apply) ☒ No fee required. ☐ Fee paid previously with preliminary materials. ☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

We are pleased to invite you to virtually attend the 2025 Annual Meeting of Stockholders (including any adjournments, continuations, or postponements thereof, the "Annual Meeting") of Affirm Holdings, Inc., a Nevada corporation ("Affirm", the "Company"or"we"). The Annual Meeting will be held exclusively online via live audio webcast at www.proxydocs.com/AFRM on Monday, December 15, 2025, at 9:00 a.m., Pacific Time. The virtual format of the Annual Meeting allows us to preserve and even increase stockholder access, while also saving time and money for both us and our stockholders and minimizing our environmental impact. Even with a virtual format, you will still be able to vote and submit questions during the meeting, and we encourage you to attend online and participate. The Annual Meeting will be held for the following purposes: 1. To elect the three Class II nominees for director named in the accompanying proxy statement to hold office until the 2028 Annual Meeting and until their successors have been duly elected and qualified or until such director's earlier death, resignation or removal. 2. To ratify the selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2026. 3. To approve, on a non-binding advisory basis, the compensation of our named executive officers. 4. To conduct any other business properly brought before the Annual Meeting. These proposals, as well as instructions for accessing the virtual Annual Meeting, are more fully described in the accompanying proxy statement. The record date for the Annual Meeting is October 17, 2025. Only stockholders of record at the close of business on that date are entitled to notice of, and may vote at, the Annual Meeting. By Order of the Board of Directors

Katherine Adkins Chief Legal Officer, Chief Compliance Officer & Secretary

San Francisco, California October 24, 2025

Important notice regarding the availability of proxy materials for Affirm's 2025 Annual Meeting of Stockholders to be held on December 15, 2025: The notice, proxy statement and annual report are available at www.proxydocs.com/AFRM. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, WE ENCOURAGE YOU TO VOTE AND SUBMIT YOUR PROXY THROUGH THE INTERNET OR BY TELEPHONE OR REQUEST AND SUBMIT YOUR PROXY CARD AS SOON AS POSSIBLE, SO THAT YOUR SHARES MAY BE REPRESENTED AT THE MEETING.

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 12 Considerations in Evaluating Director Nominees 12 Stockholder Recommendations for Nominations to the Board of Directors 13 Investor Outreach 13 Communications with the Board of Directors 13 Corporate Governance Guidelines and Code of Ethics and Business Conduct 13 Role of the Board in Risk Oversight 13 Non-Employee Director Compensation 14 PROPOSAL NO. 1: ELECTION OF DIRECTORS 16 PROPOSAL NO. 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 17 AUDIT COMMITTEE REPORT 19 EXECUTIVE OFFICERS 20 COMPENSATION DISCUSSION AND ANALYSIS 21 COMPENSATION COMMITTEE REPORT 35 EXECUTIVE COMPENSATION TABLES 36 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 52 QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING 54 PROPOSALS OF STOCKHOLDERS FOR 2026 ANNUAL MEETING 58 APPENDIX A 59

Headquarters | 650 California Street, San Francisco, California 94108 | (415) 960-1518 Investor Relations Website | investors.affirm.com

Date and Time December 15, 2025 9:00 am (Pacific Time) Location Virtual-only at www.proxydocs.com/AFRM Record Date October 17, 2025

Voting Matters and Board Recommendations

Matter Board Recommendation Page Proposal 1 - Election of Three Class II Directors FOR each Director Nominee 16 Proposal 2 - Ratification of Deloitte & Touche as Independent Auditor for Fiscal Year Ending June 30, 2026 FOR 17 Proposal 3 - Non-Binding Advisory Vote to Approve Executive Compensation FOR 48

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

Board of Directors Name Class Director since Audit Committee Compensation Committee Nominating and Governance Committee Max Levchin III 2012 Richard Galanti II 2025 ✓ Brian D. Hughes III 2024 ✓ ✓ Jeremy Liew III 2013 ✓* ✓ Libor Michalek I 2021 Christa S. Quarles (I) II 2018 ✓ ✓* Jacqueline D. Reses I 2021 Manolo Sánchez II 2023 ✓ ✓ Noel Watson I 2022 ✓*

* Indicates committee chair. (I) Indicates Lead Independent Director. About Affirm - Who We Are

Affirm was founded in 2012 with a mission to deliver honest financial products that improve lives. We are building the next generation payment network. We believe that by using modern technology, strong engineering talent, and a mission-driven approach, we can reinvent payments and commerce. Our solutions, which are built on trust and transparency, are designed to make it easier for consumers to spend and save responsibly and with confidence, easier for merchants and commerce platforms to convert sales and grow, and easier for commerce to thrive. 1

✓ Lead Independent Director ✓ Sustainability report published annually ✓ Code of Ethics and Business Conduct applicable to all directors and officers ✓ Majority voting standard for the election of directors in uncontested elections ✓ Annual Board and committee self-evaluations ✓ Board oversight of risk management ✓ Executive sessions for each Board meeting with independent directors ✓ Stock ownership guidelines for directors and executive officers

Executive Compensation and Financial Highlights

We strive to compensate our named executive officers in a manner that is competitive, rewards achievement of our business objectives, and aligns the interests of our named executive officers with those of our stockholders. Generally, we structure the annual compensation of our named executive officers using three principal elements: base salary, annual cash incentive opportunities, and long-term incentive compensation opportunities in the form of equity awards. We have designed our executive compensation program to achieve the following primary objectives:

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 stockholder value creation and cash incentives to annual performance

$3.2B ↑39%** Revenue Less Transaction Costs*

* Please refer to Appendix A for a discussion of GMV, which is a key operating metric. In addition, refer to Appendix A for a discussion of total revenue less transaction costs and adjusted operating loss, which are non-GAAP financial measures, as well as reconciliations to the most directly comparable GAAP measures. ** All comparisons are to the comparable figure for fiscal 2024 unless otherwise noted. 2

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE Our business is managed under the direction of our Board, which is currently composed of nine members. Six of our nine directors are independent within the meaning of the independent director requirements of the Nasdaq Stock Market LLC ("Nasdaq"). Our Board is divided into three classes with staggered three-year terms. At each Annual Meeting of stockholders, a class of directors will be elected for a three-year term to succeed the same class whose term is then expiring. Upon the recommendation of our Nominating and Governance Committee, we are nominating Richard Galanti, Christa S. Quarles and Manolo Sánchez as Class II directors at the Annual Meeting. Ms. Quarles was most recently elected at our 2022 Annual Meeting of Stockholders, and Messrs. Galanti and Sánchez were appointed as Class II directors of our Board effective in July 2025 and November 2023, respectively. Mr. Galanti was initially identified as a potential director candidate by our CEO, and Mr. Sánchez was initially recommended by a third-party search firm. If elected, Messrs. Galanti and Sánchez and Ms. Quarles will each hold office for a three-year term until the Annual Meeting of stockholders to be held in 2028 and until their successors are elected and qualified or until such director's earlier death, resignation or removal. The following table sets forth the names, ages a s of October 1, 2025 and certain other information for each of the directors with terms expiring at the Annual Meeting and for each of the continuing directors: Name Class Age Director since Term Expires Principal Occupation Our Committee Membership Other Public Company Boards Max Levchin III 50 2012 2026 Founder, CEO and Chairman of Affirm Holdings, Inc. - 1 Richard Galanti II 69 2025 2025 Former Executive Vice President and Chief Financial Officer of Costco Wholesale Corporation Compensation Committee 0 Brian D. Hughes III 58 2024 2026 Independent Consultant and Strategic Advisor to the Boston Consulting Group Audit Committee, Compensation Committee 0 Jeremy Liew III 54 2013 2026 Partner at Lightspeed Venture Partners Compensation Committee (chair), Nominating and Governance Committee 0 Libor Michalek I 52 2021 2027 President of Affirm Holdings, Inc. - 0 Christa S. Quarles* II 51 2018 2025 Chief Executive Officer of Alludo Compensation Committee, Nominating and Governance Committee (chair) 1 Jacqueline D. Reses I 55 2021 2027 Chief Executive Officer of Lead Bank - 1 Manolo Sánchez II 59 2023 2025 Adjunct Professor at Rice University's Jones Graduate School of Business Audit Committee, Nominating and Governance Committee 2 Noel Watson I 50 2022 2027 Chief Financial Officer and Chief Operating Officer of LegalZoom.com, Inc. Audit Committee (chair) 0

Board Committees: ▪ Compensation Committee

RICHARD GALANTI Former Executive Vice President & Chief Financial Officer, Costco Wholesale Corporation Skills and Qualifications: - Former CFO - Audit Committee Financial Expert - Business Development/M&A

- Financial Expertise - International , Global - Human Capital Other Public Company Boards - None 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 service on a public company's board of directors.

Board Committees: ▪ Compensation Committee ▪ Nominating and Governance Committee

CHRISTA S. QUARLES Chief Executive Officer, Alludo 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 is the Chief Executive Officer and a Board Director of Alludo, a private software company backed by KKR. Prior to joining Alludo, Ms. Quarles served as Operating Partner of Advent International, a private equity investor, 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.

Board Committees: ▪ Audit Committee ▪ Nominating and Governance 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 Former Public Company Boards (During Past 5 Years) - Elevate Credit, Inc. (2021 - 2023) - OnDeck Capital, Inc. (2018 - 2020)

Mr. Sánchez is 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 experience in the banking industry, including in risk management, real estate, community, corporate and investment banking. His global insight, as well as his in-depth knowledge of banking and finance, provide valued expertise to the Company.

Directors Continuing in Office - Class I (Term Ending in 2027)

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.

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) - Context Logic Inc. (2020-2021) - Endeavor Group Holdings, Inc. (2021-2025) - Pershing Square Tontine Holdings, Ltd (2020-2022) - Social Capital Hedosophia Holdings Corp III (2020-2021) - TaskUS, Inc. (2019-2025) Ms. Reses has served as the Chief Executive Officer of Lead Bank 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: 50

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.

Directors Continuing in Office - Class III (Term Ending in 2026)

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.