Circle Internet Group, Inc.
For the period ended May 14, 2026. Filed Apr 1, 2026.
View on SEC.govAbout this filing
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.
May 14, 2026 · Filed Apr 1, 2026
Contents
Proxy Voting Roadmap
This is intended to provide an overview of voting matters and recommendations. It may not contain all information important to
you. Please review this Proxy Statement and our 2025 Annual Report in their entirety prior to voting.
| Election of Three Class I Directors | ||
| Our Board recommends a vote FOR each of the director nominees. | See page 17 for more information. | |
Our Board of Directors (“Board”) believes our directors possess the appropriate mix of skills, qualifications, and expertise to
effectively guide, oversee, and challenge management in the execution of our strategy.
Board Overview
| Jeremy Allaire | 54Chairman of the BoardDirector Since 2013Chairman and Chief Executive Officer, Circle | Craig Broderick | 66 Director Since 2023Former Chief Risk Officer, Goldman Sachs | P. Sean Neville | 54 Director Since 2016Founder, Director, and Chief Executive Officer, Catena Labs | Bradley Horowitz | 60 Director Since 2024General Partner and Co-Founder, Wisdom Ventures | Kirk Koenigsbauer | 58 Director Since 2026President and Chief Operating Officer, Microsoft Experiences and Devices |
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AC – Audit Committee
CC –Compensation Committee
NCGC – Nominating and Corporate
Governance Committee
RC – Risk Committee
SC – Strategy Committee
– Independent
– Member
– Chair
Class I Directors with Terms Expiring at the 2026 Annual Meeting
Class II Directors with Terms Expiring at the 2027 Annual Meeting
Class III Directors with Terms Expiring at the 2028 Annual Meeting
| M. Michele Burns | 68 Director Since 2013Former Chief Executive Officer, Retirement Policy Center | Rajeev Date | 55 Lead Independent DirectorDirector Since 2013Managing Director, Fenway Summer | Danita Ostling | 65 Director Since 2021Former Partner, Ernst & Young | Adam Selipsky | 59 Director Since 2025Former Chief Executive Officer, Amazon Web Services |
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| 12 | Proxy Statement 2026 |
| About Circle | Proxy Voting Roadmap | Board and Governance Matters | 2025 Director Compensation | Executive Compensation |
| INDEPENDENCE | TENURE | AGE |
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Corporate Governance Highlights
Our Board is deeply committed to strong corporate governance and robust independent oversight, which it believes are
essential to driving sustained stockholder value. To that end, our Board has adopted our Corporate Governance Guidelines
that, together with our amended and restated certificate of incorporation, our amended and restated bylaws, and the charters
of our Board Committees, provide a holistic framework for the Board’s oversight and corporate governance practices.
| BOARD COMPOSITION AND INDEPENDENCE•Empowered Lead Independent Director role with clearly articulated responsibilities•All independent directors, other than the Chief Executive Officer (“CEO”)•Equal mix of long-tenured directors (greater than five years) and newly-elected directors (less than five years), with three new independent technologists joining the Board since 2024•Balanced Board with a breadth of skills, experiences, and areas of expertise, spanning financial services and technology•Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee, and Risk Committee each composed entirely of independent directors•Independent chairs of all Board Committees | ROBUST BOARD AND COMMITTEE OVERSIGHT•Rigorous oversight of the development and execution of our strategic plans •Robust Board and Committee process for overseeing key enterprise risks, including cybersecurity-related risks•Executive sessions with only independent directors at every regularly scheduled Board and Committee meeting•Strong Board and management succession planning processes | |
| ACCOUNTABILITY TO STOCKHOLDERS•No stockholder rights plan (“poison pill”)•Narrowly tailored high-vote stock structure with appropriate sunset provisions•Classified Board to support longer tenure, supporting informed oversight in a highly-complex industry subject to evolving regulation•Robust stock ownership guidelines for our executive officers and directors•Policy prohibiting hedging, pledging, or short-selling of our stock by executive officers and directors | ||
| STRONG GOVERNANCE PRACTICES•Annual review of Committee charters and governance policies•Annual Board and Committee evaluations•Comprehensive executive officer and director Code of Conduct•Board guidelines related to service on other public company boards•Disclosure of director skills matrix on an individual basis | ||
| Proxy Statement 2026 | 13 |
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| Audit Matters | Stock Ownership Information | Stockholder Proposals for 2026 Annual Meeting | Information About the Annual Meeting and Voting | Additional Information |
Board Engagement
ACTIVE BOARD ENGAGEMENT THROUGHOUT 2025
| 40Total Board and Committee meetings | Includes: | ||
|---|---|---|---|
| 18 total Board meetings | 22total Committee and Subcommittee meetings | ||
| In addition to the Board’s active engagement in formal meetings, our directors engage in ongoing and meaningful discussions with senior leaders between meetings to stay informed of the issues affecting our business. The Lead Independent Director and Committee chairs also meet with management and review proposed agendas in advance of meetings, providing input and ensuring the right topics are covered. | |||
| 14 | Proxy Statement 2026 |
| About Circle | Proxy Voting Roadmap | Board and Governance Matters | 2025 Director Compensation | Executive Compensation |
| Advisory Vote to Approve Named Executive Officer Compensation | ||
| Our Board recommends a vote FOR this proposal. | See page 49 for more information. | |
2025 Executive Compensation Program
The proposal to approve the compensation of our named executive officers gives our stockholders the opportunity to cast a
non-binding, advisory vote to approve the compensation of our named executive officers. This vote is not intended to address
any specific item of compensation, but rather the overall compensation of our named executive officers and our compensation
philosophy, policies and practices, as described in the Executive Compensation section of this Proxy Statement.
While we intend to carefully consider the voting results of this proposal, this vote is advisory in nature, and, therefore, is not
binding on us or our Board. Our Board and the Compensation Committee value the opinions of all our stockholders and will
consider the outcome of this vote when making future compensation decisions for our named executive officers.
The cornerstone of our compensation program is our pay-for-performance philosophy that is designed to link a significant
portion of each named executive officer’s compensation to our performance as a company, including by setting ambitious
performance targets in alignment with our strategic plan. The Compensation Committee designs our compensation program to
be aligned with our long-term growth strategy and stockholders’ interests, with executive compensation significantly weighted
to be at-risk and performance-driven.
| Element | Form | Target – CEO | Target – Average NEOs | Key Features | |
| Fixed | Base Salary | Cash | •Provides fixed, ongoing compensation to attract and retain executives, which is representative of the market for their role and expected contributions. | ||
|---|---|---|---|---|---|
| Variable | Short-Term Incentive | Cash | •Variable cash incentive opportunity to motivate executives to achieve key short-term business and financial objectives aligned with our operating plan and strategic priorities.•Payouts are determined formulaically based on the achievement of semi-annual financial and business performance goals described on page 58. | ||
| Long-Term Incentive | Equity | •Granted in the form of restricted stock units to align the interests of executives with stockholders.•Multi-year vesting schedules encourage long-term ownership, retention, and leadership continuity. | |||
| Proxy Statement 2026 | 15 |
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| Audit Matters | Stock Ownership Information | Stockholder Proposals for 2026 Annual Meeting | Information About the Annual Meeting and Voting | Additional Information |
Ambitious Targets
We value meritocracy. Our performance-based compensation opportunity is designed to be highly market competitive and
includes business targets designed to be ambitious and attainable.
Continued Review and Responsiveness to Stockholders
The Compensation Committee is committed to continual review and refinement of our compensation program, taking into
consideration stockholder feedback and the evolution of our business.
Peer Benchmarked
We evaluate the pay levels and practices of our objectively established peer company group alongside company and
individual performance.
| 16 | Proxy Statement 2026 |
| About Circle | Proxy Voting Roadmap | Board and Governance Matters | 2025 Director Compensation | Executive Compensation |
| Advisory Vote to Approve the Frequency of Future Advisory Votes on Named Executive Officer CompensationOur Board Recommends Holding A Say-on-pay Vote Annually Since It Allows For More Frequent Feedback From Our Stockholders On Our Executive Compensation Programs As Well As The Compensation Paid To Our Named Executive Officers. | ||
| Our Board recommends a vote FOR annual say-on-pay frequency. | See page 76 for more information. | |
After careful consideration of this proposal, our Board has determined that an advisory vote on executive officer compensation
that occurs every year is most appropriate for our company, as it will allow our stockholders to provide us with their direct,
timely input on our executive compensation program as disclosed in the proxy statement every year. An annual vote is
therefore consistent with our efforts to engage our stockholders on executive compensation and corporate
governance matters.
| Ratification of the Appointment of Deloitte & Touche LLP as the Independent Registered Public Accounting FirmOur Audit Committee Has Considered The Independence And Qualifications Of Deloitte & Touche LLP (“Deloitte”) And Has Determined That The Retention Of Deloitte Is In The Best Interests Of Circle And Its Stockholders | ||
| Our Board recommends a vote FOR this proposal. | See page 77 for more information. | |
After careful consideration of the quality of services provided by Deloitte and the factors described in the Audit Matters section
of this Proxy Statement, the Audit Committee, and the Board have determined that the retention of Deloitte as our independent
auditor continues to be in the best interests of Circle and our stockholders. The Audit Committee believes that Deloitte’s tenure
as our auditor lends Deloitte valuable experience with us and that Deloitte possesses knowledge of our business that is
beneficial to the quality and effectiveness of their audit. This experience enables Deloitte to develop and implement efficient
and innovative audit processes with respect to our company, focus on the risks that are significant to Circle and our industry,
and provide services for fees the Audit Committee considers competitive.
| Proxy Statement 2026 | 17 |
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| Audit Matters | Stock Ownership Information | Stockholder Proposals for 2026 Annual Meeting | Information About the Annual Meeting and Voting | Additional Information |
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