01—Abstract
Summary
Summary of the 8-K filed March 17, 2026. Cited figures are marked; the original filing is the authoritative source.
Circle Internet Group, Inc. (NYSE: CRCL) filed a Form 8-K on March 17, 2026 to report that its Board of Directors, on March 16, 2026, increased the size of the Board to nine directors and appointed Kirk Koenigsbauer as a Class III director, effective immediately.
He was also named to the Board's Compensation Committee and Risk Committee. The Board has determined Mr. Koenigsbauer is independent under New York Stock Exchange requirements, and the filing states there are no related-person transactions under Item 404(a) of Regulation S-K. He will receive compensation for Board and committee service consistent with the Company's other non-employee directors.
Mr. Koenigsbauer, age 58, is President and Chief Operating Officer of Microsoft's Experiences and Devices Group, which focuses on Microsoft 365 and Copilot. The filing describes more than 30 years of experience building global enterprise software platforms and commercial cloud services, including leading the transition of Office to the cloud with Office 365 and helping establish Microsoft's Security business. He also serves on the Board of Thomson Reuters.
The announcement is accompanied by a press release (Exhibit 99.1) in which Co-founder, Chairman and CEO Jeremy Allaire says the appointment will support Circle's risk management, governance, and global enterprise capabilities. The filing contains no financial results or figures.
02—Key points
Key Highlights
- Board expanded from its prior size to nine directors on March 16, 2026, with Kirk Koenigsbauer appointed as a Class III director effective immediately.
- Mr. Koenigsbauer joins the Compensation Committee and Risk Committee.
- The Board determined he is independent under NYSE requirements; no Item 404(a) related-person transactions are disclosed.
- He is President and COO of Microsoft's Experiences and Devices Group, focused on Microsoft 365 and Copilot.
- Prior experience includes leading the move of Office to the cloud with Office 365 and helping establish Microsoft's Security business.
- Non-employee director compensation is stated to be commensurate with other non-employee directors.
- CEO Jeremy Allaire cites the appointment as supporting risk management, governance, and global enterprise capabilities.
03—Questions
Frequently Asked Questions
Who was appointed to Circle's Board of Directors?
Kirk Koenigsbauer, age 58, was appointed as a Class III director on March 16, 2026. He is President and Chief Operating Officer of Microsoft's Experiences and Devices Group.
Which Board committees will he serve on?
He will serve on the Board's Compensation Committee and Risk Committee.
Is the new director independent, and are there related-party transactions?
The Board has determined he is independent under New York Stock Exchange requirements. The filing states there are no transactions requiring disclosure under Item 404(a) of Regulation S-K.
How will he be compensated?
The filing states he will receive compensation for Board and committee service commensurate with the Company's other non-employee directors. No specific amounts are given in the filing.
What is the term of his directorship?
He serves as a Class III director until the earlier of the 2028 annual meeting of stockholders, the election of a successor, or his earlier resignation, death, or removal.
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