Affirm Holdings, Inc.
For the period ended Jun 30, 2025. Filed Oct 24, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 30, 2025 · Filed Oct 24, 2025
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DEF 14A 1 a2025proxystatement.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
| Filed by the Registrant ☒ | Filed by a Party other than the Registrant ☐ |
|---|
Check the appropriate box:
| ☐ | 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 |
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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 OFANNUAL MEETINGOF STOCKHOLDERS
To our 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:
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.
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.
To approve, on a non-binding advisory basis, the compensation of our named executive officers.
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 AdkinsChief Legal Officer, Chief Compliance Officer & Secretary
San Francisco, CaliforniaOctober 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.
Page
| 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
PROXY STATEMENT FOR THE 2025
ANNUAL MEETING OF STOCKHOLDERS
To Be Held at 9:00 a.m., Pacific Time, on Monday, December 15, 2025
This proxy statement is furnished in connection with the solicitation of your proxy by our Board of Directors (“Board”) to vote at the 2025 Annual Meeting of Stockholders (including any adjournments, continuations, or postponements thereof, the “Annual Meeting”). This proxy statement contains information about the matters to be voted upon at the Annual Meeting and certain other information required by Securities and Exchange Commission (“SEC”) rules. In accordance with SEC rules, we are making our proxy materials available at www.proxydocs.com/AFRM with an option to request a printed set be mailed to you. We expect to begin mailing a notice of internet availability of proxy materials (the “Notice”) on October 24, 2025 to all stockholders of record entitled to vote at the Annual Meeting. The Notice contains instructions for viewing the proxy materials, voting online and requesting a printed set of proxy materials.
You are cordially invited to attend the Annual Meeting on Monday, December 15, 2025, at 9:00 a.m., Pacific Time, which we are holding exclusively online via live webcast at www.proxydocs.com/AFRM. To attend the Annual Meeting, you will need to register in advance using the control number included on your Notice or proxy card, as described under “Questions and Answers About the Annual Meeting.” Whether or not you expect to attend the Annual Meeting, please vote online, as instructed in these materials, as promptly as possible in order to ensure your representation at the Annual Meeting. Even if you have voted by proxy, you may still vote online during the Annual Meeting.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.