01—Abstract
Summary
Summary of the 8-K filed June 12, 2025. Cited figures are marked; the original filing is the authoritative source.
Affirm Holdings, Inc. (AFRM) announced a significant change in its Board of Directors.
Keith Rabois will be resigning from the Board effective June 30, 2025, with no stated disagreements with the company's operations. This departure is immediately followed by the appointment of Richard Galanti as a Class II director, effective July 1, 2025. Mr. Galanti brings extensive financial and leadership experience, notably as the former Executive Vice President and Chief Financial Officer of Costco Wholesale Corporation, where he held various senior roles for nearly four decades.
02—Key points
Key Highlights
- Keith Rabois resigns from Affirm's Board of Directors effective June 30, 2025.
- Richard Galanti appointed as a Class II director, effective July 1, 2025.
- Mr. Galanti joins the Compensation Committee of the Board.
- Mr. Galanti has a long and distinguished career as Executive Vice President and Chief Financial Officer of Costco Wholesale Corporation.
- His appointment is based on his expertise in retail, finance, global operations, and investor relations.
- Mr. Galanti will receive a compensation package for his directorship, including stock grants and a cash retainer.
- The company states there are no disagreements with Mr. Rabois' departure and no undisclosed arrangements regarding Mr. Galanti's appointment.
03—Questions
Frequently Asked Questions
Why is Keith Rabois leaving Affirm's Board?
Mr. Rabois is resigning from the Board effective June 30, 2025. The company stated that his decision was not due to any disagreement with Affirm on matters relating to its operations, policies, or practices.
Who is Richard Galanti and what expertise does he bring to Affirm?
Richard Galanti is the former Executive Vice President and Chief Financial Officer of Costco Wholesale Corporation. He brings extensive leadership experience and expertise across retail, finance, global operations, and investor relations, stemming from his nearly 40-year tenure at Costco and prior experience in investment banking.
What is the compensation for Richard Galanti as a new director?
Mr. Galanti will participate in Affirm's standard non-employee director compensation program. This includes a $500,000 RSU grant vesting over three years, an annual RSU grant of $200,000, and a $45,000 annual cash retainer. He will also receive retainers for committee service, all prorated for his partial year of service.
Is Richard Galanti's appointment related to any specific transactions or agreements that investors should be aware of?
Affirm has stated that there are no arrangements or understandings between Mr. Galanti and any other persons pursuant to which he was selected as a director, nor are there any other transactions requiring disclosure under Item 404(a) of Regulation S-K, beyond the standard indemnity agreement for directors.
04—Continue