Christa S. Quarles
Lead Independent Director at AFRM
Board
About Christa S. Quarles
Christa S. Quarles, age 51, has served on AFRM’s board since 2018 and is the Lead Independent Director. She is CEO of Alludo (Corel), with prior roles as Operating Partner at Advent International, CEO of OpenTable, Chief Business Officer at Nextdoor, senior leadership at Disney Interactive and CFO of Playdom; she holds a B.S. from Carnegie Mellon University and an MBA from Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alludo (Corel) | Chief Executive Officer; Director | Since Sep 2020 | Leads private software company backed by KKR |
| Advent International | Operating Partner | 2019–2020 | PE operating experience |
| OpenTable | Chief Executive Officer | 2015–2018 | Led transformation to cloud SMB solutions |
| Nextdoor | Chief Business Officer | 2014–2015 | Commercial leadership |
| The Walt Disney Company | SVP & General Manager; CFO & Head of Business Operations (Mobile/Social Games) | 2010–2014 | Led Disney Interactive to profitability |
| Playdom | Chief Financial Officer | 2009–2010 | CFO through Disney acquisition |
| Thomas Weisel Partners (now Stifel) | Partner, Equity Research (Internet) | 2000–2009 | Sell-side research leadership |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Kimberly-Clark (NYSE: KMB) | Director | Since 2016 | Management Development & Compensation; Nominating & Corporate Governance; previously Audit through Mar 2021 |
Board Governance
- Lead Independent Director; presides over independent director sessions and serves as liaison with Chair/CEO; appointed based on prior audit chair experience .
- Committee assignments: Compensation Committee member; Nominating & Governance Committee chair .
- Independence: Board determined Quarles is independent under Nasdaq standards; no family relationships among directors/executives .
- Attendance and engagement: In FY2025 the Board met 6 times; Audit 8; Compensation 6; Nominating & Governance 4; each incumbent director attended ≥75% of board and committee meetings during service .
- Investor engagement: LID (Quarles) and Comp Committee Chair met with investors (~25% of outstanding common stock; ~9% voting power) to discuss governance/compensation; broader outreach covered ~27% of outstanding common stock; ~17% voting power (excluding insiders) .
- Compensation Committee practices: independent membership, independent consultant (Semler Brossy), annual reviews, risk assessment; no interlocks; prior Lead Bank relationship involved another director (Reses), not Quarles .
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $34,000 | $47,000 |
| Stock Awards ($) | $244,963 (RSUs grant-date fair value) | $244,939 (RSUs grant-date fair value) |
| All Other Compensation ($) | — | — |
| Total ($) | $278,963 | $291,939 |
Director compensation policy (cash and equity):
- Annual cash retainer $45,000; Lead Independent Director retainer $28,000; committee retainers: Audit Chair $25,000/Member $12,500; Compensation Chair $18,000/Member $9,000; Nominating & Governance Chair $10,000/Member $5,000 .
- Equity: initial RSUs $500,000 (3-year annual vest); annual RSUs $200,000 (vest by next AGM or 1-year); automatic vest upon change in control in addition to service-based schedules .
Performance Compensation
| Item | Structure | Detail |
|---|---|---|
| Annual RSU grant | Service-based vesting | ~$200,000 grant-date fair value; vests by next AGM or 1-year |
| Initial RSU grant | Service-based vesting | ~$500,000; vests in 3 equal annual installments |
| Change-in-control | Accelerated vesting | All director equity awards vest upon CoC, in addition to service schedules |
| Hedging policy | Prohibited | Directors/employees may not hedge, short, or use derivatives on AFRM stock |
| Stock ownership guidelines | Alignment | Non-employee director: 5x annual retainer; compliance window 5 years |
Note: AFRM does not disclose performance (TSR/revenue/EBITDA) metrics tied to non-employee director compensation; director equity is service-based RSUs .
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Transaction |
|---|---|---|
| Kimberly-Clark | Independent Director; committee member | No AFRM-related transactions disclosed involving Quarles |
| Lead Bank (reference) | Related-party context involves director Reses (not Quarles) | Lead Bank originated $5.4B loans via AFRM in FY2025; ~$4.6M fees/interest paid; Reses not independent; Quarles remains independent |
Expertise & Qualifications
- Current/Former CEO; Current/Former CFO; Audit Committee Financial Expert; financial expertise; operational experience; business development/M&A; venture capital/private equity; sales/marketing/brand; international/global; public company committee service (audit, compensation, nom/gov) .
- Board skills matrix confirms breadth across risk management, human capital, and public company committees .
Equity Ownership
| Metric | As of Jun 30, 2024 | As of Sep 30, 2024 | As of Jun 30, 2025 | As of Sep 30, 2025 |
|---|---|---|---|---|
| Class A shares | — | 135,209 (≤1%) | — | 118,556 (≤1%) |
| Class B shares | — | 120,890 (≤1%) | — | 120,890 (≤1%) |
| RSUs outstanding (director grants) | 7,977 | — | 4,523 | — |
No pledging disclosures specific to Quarles; AFRM prohibits hedging and short/derivative positions in company stock for directors .
Governance Assessment
- Strengths: Independent Lead Director; chair of Nominating & Governance; member of Compensation; broad financial and operating expertise (including CFO background and audit committee experience) supports effective oversight of risk, succession, and pay design .
- Engagement: Documented investor outreach involving LID and Comp Chair enhances transparency and responsiveness; attendance threshold met; board/committee cadence appropriate for scale .
- Alignment: Director pay mix weighted to equity RSUs with ownership guidelines (5x retainer) and hedging prohibition; change-in-control vesting disclosed; no Quarles-related party transactions disclosed; independence affirmed .
- Potential risk indicators: Multiple commitments (AFRM LID; KMB director; Alludo CEO) may elevate bandwidth risk, though no attendance shortfall disclosed; continued monitoring of time commitments advisable. No say-on-pay concerns or legal proceedings identified in provided sources .
RED FLAGS: None observed specific to Quarles in AFRM filings. Related-party exposure noted for another director (Reses) with Lead Bank; Board independence process addressed and does not involve Quarles .