Monitor the December 14, 2026 shareholder vote on director elections and Say-on-Pay. The departure of two Class III directors (Hughes, Liew) and addition of James Bray signals ongoing board refreshment. The strong financial performance and 93.8% prior Say-on-Pay support suggest routine approval, but any significant dissent would indicate governance concerns.
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Executive Summary
Affirm Holdings filed its definitive proxy statement for the 2026 Annual Meeting of Stockholders, scheduled for December 14, 2026. The filing details the election of three Class III directors (Max Levchin, James Bray, Ryan Schneider), ratification of Deloitte & Touche as auditor, and an advisory vote on executive compensation. The proxy also highlights strong fiscal 2026 financial performance with revenue of $4.3B (+32% YoY), net income of $1.9B, and GMV of $50.2B (+37% YoY), alongside a 93.8% Say-on-Pay approval rate from the prior year.
Key Facts
- Annual Meeting scheduled for December 14, 2026, virtual-only format
- Three Class III director nominees: Max Levchin (incumbent CEO/Chairman), James Bray (new nominee, former Capital Group partner), Ryan Schneider (incumbent, former CEO of Anywhere Real Estate)
- Two incumbent Class III directors (Brian D. Hughes, Jeremy Liew) not re-nominated as part of board refreshment; Board size to reduce from 10 to 9 members
- Fiscal 2026 financial highlights: Total Revenue $4.3B (+32% YoY), GMV $50.2B (+37% YoY), Net Income $1.9B vs $52.2M in fiscal 2025, Operating Income $417M vs loss of $87.3M in fiscal 2025
- Fiscal 2025 Say-on-Pay vote received 93.8% support
- CEO Max Levchin total compensation for fiscal 2026: $25,900,827 (99.9% performance-based equity)
- NEOs (excluding CEO) earned 138.4% of target under cash incentive plan, based on Network Size, Total Revenue, and Adjusted Operating Income metrics
- Audit fees paid to Deloitte & Touche: $4.8M in fiscal 2026 vs $5.0M in fiscal 2025
- Related party transaction: Lead Bank (CEO Jacqueline D. Reses is board member) originated $10.9B in loans through Affirm platform in fiscal 2026, with $4.8M in fees paid
- Stock ownership guidelines: CEO 5x base salary, other executive officers 3x base salary
Financial Impact
Fiscal 2026 total revenue $4.3B (+32% YoY), net income $1.9B, operating income $417M, GMV $50.2B (+37% YoY)
Risk Factors
- Board refreshment reduces institutional knowledge with departure of Hughes and Liew
- Related party transaction with Lead Bank ($10.9B originated) may face increased scrutiny
- CEO compensation heavily equity-based ($25.3M stock awards) creates dilution risk for shareholders
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| DEF 14A Filing (Primary) | 0001628280-26-067042 |
| Document: 0001628280-26-067042-index-headers.html | 0001628280-26-067042 |
| Document: 0001628280-26-067042-index.html | 0001628280-26-067042 |
| Document: 0001628280-26-067042.txt | 0001628280-26-067042 |
Track record builds as more directional reports settle.
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 26, 2026 1d ago | Institutional Cluster | $69.49 $72.68 | ▼ −4.59% | ▼ −4.03% | $72.68 (−4.59%) |
Oct 23, 2026 4d ago | DEFA14A | $69.49 $72.68 | ▲ +4.59% | ▲ +4.03% | $72.68 (+4.59%) |
Oct 23, 2026 4d ago | DEF 14A | $69.49 $72.68 | ▲ +4.59% | ▲ +4.03% | $72.68 (+4.59%) |
Oct 9, 2026 18d ago | 144 | $78.63 $77.89 | ▼ −0.94% | ▼ −0.93% | $72.68 (−7.57%) |
Sep 9, 2026 6w ago | Insider Cluster | $67.99 $71.44 | ▲ +5.07% | ▲ +4.22% | $72.68 (+6.90%) |
Sep 3, 2026 7w ago | Insider Cluster | $72.35 $72.08 | ▼ −0.37% | ▲ +0.18% | $72.68 (+0.46%) |
Jun 26, 2026 17w ago | 144 | $81.79 $81.55 | ▼ −0.29% | ▼ −1.07% | $72.68 (−11.14%) |
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