8-KLeadership ChangesCorporate Changes

Affirm Holdings, Inc. 8-K Report, Executive Changes (Oct 20, 2023)

Filed October 20, 2023For Securities:AFRM

Summary

Affirm Holdings, Inc. (AFRM) announced a change in its Board of Directors composition and an amendment to its bylaws through an 8-K filing on October 20, 2023. Notably, Director Jenny J. Ming resigned effective October 31, 2023, with no stated disagreements. Concurrently, the Board appointed Manolo Sánchez as a Class II director, effective November 1, 2023, bringing extensive banking and risk management experience, particularly from his tenure at Compass Bank (a BBVA subsidiary). Mr. Sánchez's appointment is expected to enhance the company's expertise in financial strategy and risk. He will participate in the standard non-employee director compensation program, including significant RSU grants and cash retainers, with additional compensation for committee service. In a separate but related move, Affirm's Board approved amendments to its Amended and Restated Bylaws, shifting the director election standard from a plurality to a majority vote in uncontested elections. This change, effective immediately, also includes a resignation policy for directors failing to secure a majority vote. A plurality vote standard will remain in place for contested director elections. These governance changes reflect a commitment to aligning director accountability with shareholder sentiment.

Key Highlights

  • 1Jenny J. Ming resigned from the Board of Directors, effective October 31, 2023. Her departure was not due to any disagreement with the Company.
  • 2Manolo Sánchez was appointed as a Class II director, effective November 1, 2023, with his term expiring at the 2025 annual meeting.
  • 3Mr. Sánchez brings significant experience in the banking industry, including risk management and corporate/investment banking, and will serve on the Audit and Nominating and Governance Committees.
  • 4Mr. Sánchez will receive a compensation package for his directorship, including a $500,000 RSU grant vesting over three years, an annual $200,000 RSU grant, and a $45,000 annual cash retainer.
  • 5The Company amended its Bylaws to implement a majority vote standard for director elections in uncontested situations.
  • 6A resignation policy for incumbent directors who fail to receive a majority vote in uncontested elections was also adopted.
  • 7A plurality vote standard will continue to apply to contested director elections.

Frequently Asked Questions

Jenny J. Ming resigned from the Board of Directors for reasons unrelated to any disagreement with Affirm Holdings, Inc. on matters concerning the Company's operations, policies, or practices. Her resignation is effective October 31, 2023.

Manolo Sánchez brings extensive experience in the banking industry, including leadership roles at Compass Bank (a subsidiary of BBVA). His expertise covers risk management, real estate, community, corporate and investment banking. His global insight and in-depth knowledge of finance are expected to provide significant value to Affirm's Board.

The amendment to the bylaws now requires incumbent directors to receive a majority vote for re-election in uncontested elections, a shift from the previous plurality standard. This change aims to enhance director accountability to shareholders. However, contested director elections will still follow a plurality vote standard.

Mr. Sánchez will receive compensation as a non-employee director, including an initial RSU grant valued at $500,000 vesting over three years, an annual RSU grant of $200,000, and a $45,000 annual cash retainer. These are prorated for his partial year of service. He will also receive retainers for committee service.