Business Context and Reporting Period
This Form 8-K Current Report was filed by Affirm Holdings, Inc. on June 9, 2025. The report discloses changes to the composition of the Company's Board of Directors, specifically the resignation of a director and the appointment of a new director.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance and director compensation arrangements rather than financial performance.
Material Changes
- Departure of Director: Keith Rabois resigned from the Board of Directors, effective June 30, 2025. The resignation was not due to any disagreement with the Company regarding operations, policies, or practices.
- Appointment of Director: The Board appointed Richard Galanti as a Class II director, effective July 1, 2025. He was also appointed to the Compensation Committee.
- Director Background: Mr. Galanti is the retired Executive Vice President and Chief Financial Officer of Costco Wholesale Corporation, having served in that role until March 2024 and as an Executive Vice President until January 2025.
Compensation and Governance Details
Mr. Galanti's compensation package for his service on the Board includes:
- An initial grant of Restricted Stock Units (RSUs) valued at $500,000, vesting annually over three years.
- An annual grant of RSUs valued at $200,000, vesting upon the earlier of the next annual meeting or the first anniversary of the grant date.
- An annual cash retainer of $45,000 (prorated for the partial year), which may be elected to be received in RSUs.
- Additional cash retainers for service on Board committees.
Mr. Galanti will enter into a standard indemnity agreement with the Company. No other transactions involving Mr. Galanti require disclosure under Item 404(a) of Regulation S-K.
Investor Verification Checklist
- Verify the effective dates of Keith Rabois's resignation (June 30, 2025) and Richard Galanti's appointment (July 1, 2025).
- Confirm the specific vesting schedules and total value of the RSU grants awarded to Mr. Galanti.
- Review the Company's proxy statement or subsequent filings for the full composition of the Board and Compensation Committee following these changes.
- Note that this filing contains no financial data; refer to the most recent 10-Q or 10-K for financial metrics.