Brian D. Hughes
About Brian D. Hughes
Independent director at Affirm since 2024 (Class III; term ends 2026), age 58. Hughes is an independent consultant and strategic advisor to Boston Consulting Group (since 2022) with 30+ years in financial services, including Chief Risk Officer at Discover Financial Services (2016–2021) and senior leadership roles at HSBC Card and Retail Services and Booz Allen Hamilton. He serves on Affirm’s Audit and Compensation Committees and is designated independent by the Board under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Discover Financial Services | Chief Risk Officer; SVP & GM of Deposits; SVP Cardmember Marketing | 2012–2021 (CRO 2016–2021; Deposits 2015–2016; Marketing 2012–2015) | Led enterprise risk; growth strategy; digital transformation; risk management |
| HSBC Card & Retail Services | Executive roles incl. CEO | Prior to 2012 | Consumer finance leadership; credit/risk oversight |
| Booz Allen Hamilton | Strategy Consultant | Prior | Financial industry strategy work |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Boston Consulting Group | Independent Consultant & Strategic Advisor | 2022–present | Financial industry clients (growth, digital, risk) |
| CFPB Consumer Advisory Board | Member | 2015–2018 | Advised on regulatory policy |
| Risk Management Association | Board Member, Executive Committee | 2018–2021 | Risk governance leadership |
| Other public company boards | — | — | None |
Board Governance
- Independence: Board determined Hughes is independent under Nasdaq rules .
- Committee assignments: Audit Committee (member); Compensation Committee (member) .
- Attendance: In FY2025, Board met 6x; Audit 8x; Compensation 6x; each incumbent director attended ≥75% of their Board and committee meetings .
- Board structure: Class III director; term ends 2026 .
Fixed Compensation (Non‑Employee Director FY2025)
| Component | Detail | Amount |
|---|---|---|
| Annual cash retainer | Director retainer | $45,000 policy; Hughes earned cash fees totaling $66,500 (reflects base + committee fees) |
| Committee fees | Audit member; Compensation member | Audit member $12,500; Compensation member $9,000 policy (sum aligns to $66,500 cash earned) |
| FY2025 Director Compensation (Hughes) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 66,500 |
| Stock Awards (grant date fair value) | 699,936 |
| Total | 766,436 |
Policy references: Lead Independent Director retainer $28,000; Audit Chair $25,000/Member $12,500; Compensation Chair $18,000/Member $9,000; Nominating & Governance Chair $10,000/Member $5,000. Directors may elect to receive the annual cash retainer in RSUs .
Performance Compensation
| Equity Award Type | Grant Sizing | Vesting | Change in Control |
|---|---|---|---|
| Initial RSU (one‑time) | ~$500,000 grant date fair value | Vests in 3 equal annual installments from service start | Accelerates upon change in control |
| Annual RSU | ~$200,000 grant date fair value | Vests fully at next annual meeting or 1‑year anniversary | Accelerates upon change in control |
Notes: FY2025 stock awards to Hughes totaled $699,936 (consistent with initial + annual policy sizing) . No performance-conditioned equity for directors; vesting is service-based .
Other Directorships & Interlocks
- Other public company directorships: None .
- Compensation committee interlocks: None for any member; no executive officer cross‑service disclosed .
- Related‑party exposure: Proxy discloses transactions with Lead Bank (CEO is director Jacqueline Reses) and Morgan Stanley engagements; no transactions involving Hughes disclosed .
Expertise & Qualifications
- Payments/FinTech, bank regulatory, risk management, financial expertise; operational experience; cybersecurity; marketing/brand; public company audit and compensation committee experience (skills matrix) .
Equity Ownership
| Metric | Amount | As‑of |
|---|---|---|
| Total beneficial ownership (Class A) | 5,587 shares (<1%) | Sept 30, 2025 |
| RSUs outstanding (director) | 19,776 | June 30, 2025 |
| Ownership guidelines | Directors: 5x annual retainer | Policy in place |
Note: Compliance status versus ownership guidelines is not disclosed by director; hedging prohibited under Insider Trading Policy .
Governance Assessment
- Strengths: Independent director with deep consumer finance and risk credentials; service on Audit and Compensation aligns expertise to high‑impact committees; Board affirms independence; attendance threshold met across incumbents; no interlocks; standard director pay structure with modest cash and time‑vested equity; stock ownership guidelines in place for directors .
- Watch items: Recent tenure (appointed 2024) limits long‑term board track record; individual ownership appears modest relative to guidelines (compliance status not disclosed); company disclosed related‑party dealings with another director’s company (Lead Bank) though not involving Hughes .
- Compliance signals: Section 16(a) reporting was timely for FY2025 except an administrative delay for the CFO; no issues cited for Hughes .