Jacqueline D. Reses - Director | Affirm Holdings (AFRM) Executive Profile & Compensation

About Jacqueline D. Reses

Independent director at Affirm since 2021 (Class I; current term expires 2027). Age 55. CEO of Lead Bank since 2021; previously Square Capital Lead and Executive Chairman of Square Financial Services at Block (2015–2020); Chief Development Officer at Yahoo! (2012–2015); Partner/Head of U.S. Media at Apax Partners (joined 2001); earlier M&A/Principal Investment at Goldman Sachs. The Board has determined she is not independent under Nasdaq rules due to Affirm’s origination agreement with Lead Bank .

Past Roles

Organization	Role	Tenure	Committees/Impact
Block, Inc. (Square)	Square Capital Lead; Executive Chairman, Square Financial Services	2015–2020	Fintech lending leadership; bank formation/governance
Yahoo! Inc.	Chief Development Officer	2012–2015	Corporate development/M&A leadership
Apax Partners	Head, U.S. Media Group (joined firm 2001)	2001–2012 (approx.)	Private equity investing; media sector
Goldman Sachs	M&A and Principal Investment Area	~7 years (pre‑2001)	Deal execution; investing

External Roles

Organization	Role	Status	Notes
Nu Holdings Ltd.	Director	Current	Listed as current public board
Endeavor Group Holdings, Inc.	Director	Former (through 2025)	Former public company board (last 5 years)
TaskUS, Inc.	Director	Former (through 2025)	Former public company board (last 5 years)
Pershing Square Tontine Holdings, Ltd.	Director	Former	Former public company board (last 5 years)
Social Capital Hedosophia Holdings Corp III	Director	Former	Former public company board (last 5 years)
ContextLogic Inc.	Director	Former	Former public company board (last 5 years)

Board Governance

Committee assignments: None currently; previously served on Compensation Committee until December 8, 2024 under Nasdaq Rule 5605(d)(2)(B) to provide continuity during annual executive comp review .
Independence: Not independent due to Lead Bank relationship; independent directors still comprise two‑thirds of the Board .
Attendance/engagement: In FY2025 the Board met 6x; each incumbent director attended at least 75% of Board and committee meetings; independent directors hold executive sessions at each Board meeting; Lead Independent Director is Christa S. Quarles .
Committee structure: Audit (Watson chair; Hughes; Sánchez), Compensation (Liew chair; Galanti; Hughes; Quarles), Nominating & Governance (Quarles chair; Liew; Sánchez) .

Fixed Compensation (Director)

Component	Policy Detail	FY2025 Actual – J. Reses
Annual cash retainer	$45,000; may elect RSUs instead of cash; paid quarterly, pro‑rated if partial year	$9,000 fees earned (reflects partial period/committee changes)
Lead Independent Director retainer	$28,000 additional (if applicable)	N/A (not LID)
Committee retainers	Audit: Chair $25,000 / Member $12,500; Compensation: Chair $18,000 / Member $9,000; Nominating: Chair $10,000 / Member $5,000	Not serving on committees in FY2025 after Dec 8, 2024; cash total shown above
Initial equity grant	$500,000 RSUs; vests in 3 equal annual installments	N/A in FY2025 (initial grant timing dependent on start year)
Annual equity grant	$200,000 RSUs; vests at next annual meeting or first anniversary; accelerates at change in control	$244,938 RSU grant date fair value in FY2025; total comp $253,938
Travel reimbursement	Ordinary/necessary Board travel reimbursed	As incurred (not separately disclosed)

Performance Compensation (Director)

Non-employee director pay is not performance-based; equity awards are time-vested RSUs with change-in-control acceleration; no PSU/option performance metrics disclosed for directors .
Context (for NEOs, not directors): Company’s “Compensation Actually Paid” most important measures for FY2025 were network size, total revenue, adjusted operating income (loss), and operating income (loss) .

Performance Measure (Company, for NEO PVP context)	FY2025 “Most Important” List
Network size (blended)	Used for NEO pay-for-performance context
Total revenue	Used for NEO pay-for-performance context
Adjusted operating income (loss)	Used for NEO pay-for-performance context
Operating income (loss)	Used for NEO pay-for-performance context

Other Directorships & Interlocks

Compensation Committee interlocks: Affirm discloses none; no executive officers of Affirm served on boards/comp committees of entities with Affirm executives reciprocally on their comp committees in the past year .
Temporary non‑independent service: Reses served on Affirm’s Compensation Committee until Dec 8, 2024 under Nasdaq 5605(d)(2)(B) due to Lead Bank relationship, to maintain continuity during the annual compensation review .

Expertise & Qualifications

Skills matrix flags experience in payments/fintech; engineering/technology; CEO/CFO experience; financial expertise; operational/M&A; venture/PE; bank regulatory; legal/government relations; risk; human capital; public company audit/compensation/nominating committees .
Board-level financial expert designation for Audit Committee is held by Sánchez and Watson (Item 407(d)) .

Equity Ownership

Item	Detail
Beneficial ownership	41,537 Class A shares as of Sep 30, 2025; less than 1% of class
RSUs outstanding (as of 6/30/2025)	4,523 RSUs outstanding
Ownership guidelines	Non‑employee directors must hold 5x annual retainer within 5 years of appointment/adoption; RSUs count toward compliance
Hedging / pledging	Hedging prohibited by Insider Trading Policy; pledging not expressly disclosed in proxy

Insider Trades

Date (Filing)	Form	Transaction summary	Vesting/Notes	Source
2025‑07‑03	Form 4	Director RSU grant reported	RSUs vest 2026‑07‑01
2024‑12‑12	Form 4	Director equity transaction reported	Not specified here

Note: Proxy also reports RSUs outstanding for directors as of FY year‑end; see Equity Ownership table above .

Related-Party Exposure and Conflicts

Lead Bank origination agreement: Lead Bank (CEO: Reses) originated $5.4B of loans via Affirm in FY2025; Affirm paid ~$4.6M in fees/interest in FY2025; Board therefore determined Reses is not independent under Nasdaq rules .
Governance controls: Audit Committee reviews/approves related‑person transactions; interested committee members recuse from approval; Audit oversees related‑party policy .

Say‑on‑Pay & Shareholder Feedback (Signal)

Say‑on‑Pay 2024 support: 93.9% approval; Committee considered feedback when setting FY2025 pay .

Governance Assessment

Strengths
- Deep fintech, bank regulatory, M&A and operating pedigree; cross‑functional board skills across strategy, finance, and risk .
- Board processes include executive sessions, stock ownership guidelines, clawback policy (effective Dec 1, 2023), and hedging prohibitions .
- Director compensation structure largely equity‑based (time‑vested RSUs), aligning with shareholder value; clear fee schedule .
Risk Indicators / Red Flags
- Related‑party dependence: Material business with Lead Bank (origination volume/fees) creates ongoing perceived conflict; drives non‑independence classification .
- Compensation Committee membership while non‑independent (through Dec 8, 2024) was allowed under Nasdaq’s limited‑circumstances exception; nonetheless a governance sensitivity area for some investors .
- Single‑trigger acceleration of director RSUs upon change‑in‑control may be viewed unfavorably by certain governance policies (though common) .
Attendance/Engagement
- FY2025 attendance threshold met (≥75% for each incumbent); indicates baseline engagement .
Overall Implication
- Reses brings scarce fintech/banking/operator expertise valuable to Affirm’s risk and growth oversight, but Lead Bank ties require continued robust recusal and Audit Committee oversight to mitigate perceived conflicts; investors may monitor any expanded commercial reliance on Lead Bank and future committee assignments for independence optics .