Jeremy Liew

About Jeremy Liew

Jeremy Liew, age 54 as of October 1, 2025, is a long‑tenured independent director of Affirm (director since 2013; Class III, term expiring 2026). He is a Partner at Lightspeed Venture Partners (since 2006) and previously held executive roles at Netscape, AOL, Citysearch, and IAC. The Board cites his payments/fintech domain expertise, financial expertise, operational experience, M&A, and venture investing background as core credentials .

Past Roles

Organization	Role	Tenure	Committees/Impact
Netscape	Executive	—	Technology/operating experience cited by AFRM
AOL	Executive	—	Technology/operating experience cited by AFRM
Citysearch	Executive	—	Technology/operating experience cited by AFRM
IAC	Executive	—	Technology/operating experience cited by AFRM

AFRM provides role descriptions but not specific dates for the above employment history .

External Roles

Organization	Role	Tenure	Notes
Lightspeed Venture Partners	Partner	Since 2006	VC/PE investor; Board highlights this as a key skillset
The Honest Company (former)	Director (prior 5 years)	2011–2022	Former public board seat; no current public company boards

Board Governance

Committee assignments: Chair, Compensation Committee; Member, Nominating & Governance Committee .
Independence: Board has determined Liew is “independent” under Nasdaq standards .
Attendance: In FY2025, each incumbent director attended at least 75% of board and applicable committee meetings; Board held 6 meetings; Compensation 6; Nominating & Governance 4 .
Board structure: Nine directors; six independent; lead independent director is Christa S. Quarles; executive sessions held for each board meeting .
Committee mandates: Compensation sets executive pay, oversees equity plans, succession planning (with N&G), HCM/sustainability disclosures; N&G handles director nominations, board evaluations, governance principles, CEO succession (with Comp) .

Fixed Compensation

Director compensation policy (FY2025, unchanged from June 2024 review):

Cash Retainer/Fee	Amount
Annual cash retainer	$45,000
Lead Independent Director retainer	$28,000
Audit Committee – Chair / Member	$25,000 / $12,500
Compensation Committee – Chair / Member	$18,000 / $9,000
Nominating & Governance – Chair / Member	$10,000 / $5,000

Equity for non‑employee directors:

Initial RSU grant: $500,000 grant‑date fair value; vests in three equal annual installments; change‑in‑control acceleration applies .
Annual RSU grant: $200,000 grant‑date fair value; vests in full at next annual meeting or first anniversary; change‑in‑control acceleration applies .
Directors may elect to take the annual cash retainer in RSUs prior to the fiscal year start .

FY2025 actual compensation – Jeremy Liew:

Component	Amount ($)
Fees Earned or Paid in Cash	23,000
Stock Awards (grant‑date fair value)	244,939
Total	267,939
RSUs Outstanding (as of 6/30/2025)	4,523 units

Performance Compensation

Director equity structure: Time‑based RSUs as described above; no performance‑conditioned awards are disclosed for non‑employee directors .

Performance metric table (directors):

Metric	Used in Director Compensation?	Notes
Financial/operational performance metrics (e.g., revenue, EBITDA, TSR)	No	Annual director RSUs are time‑based; no performance goals disclosed
Change‑in‑control treatment	Yes (acceleration)	RSUs accelerate upon CoC under policy

Other Directorships & Interlocks

Category	Detail
Current public company boards	None
Former public company boards (past 5 years)	The Honest Company (2011–2022)
Compensation Committee interlocks	None; no AFRM executive served on another company’s board/comp committee with reciprocal ties in past year

Expertise & Qualifications

Payments/Fintech, financial expertise, operational experience, business development/M&A, venture capital/private equity; public company compensation and nominating/governance committee experience .
Board skills matrix also attributes fintech, operational, M&A, and VC/PE expertise to Liew; public company comp and nominating/governance committee experience noted at the board level .

Equity Ownership

Holder	Class A Shares	% of Class A	Notes
Jeremy Liew	308,713	*	Beneficial ownership as of 9/30/2025; “*” = <1%
RSUs outstanding (Liew)	4,523 units	—	As of 6/30/2025 (director table)
Stock ownership guidelines	5x annual director retainer	—	Directors have 5 years to comply; RSUs count toward guidelines
Hedging policy	Hedging prohibited; short sales and derivatives barred	—	Applies to directors under Insider Trading Policy

Governance Assessment

Positives
- Independent, long‑tenured director (since 2013) with deep fintech and VC experience; chairs Compensation Committee, indicating strong governance responsibility and board trust .
- Active governance program: Stock ownership guidelines for directors (5x retainer), clawback policy (effective Dec 1, 2023), executive sessions each board meeting, majority independent board .
- FY2025 attendance threshold met (≥75% of board/committee meetings), with clear committee workload disclosure (Board 6; Comp 6; N&G 4) .
- Director pay mix is equity‑heavy, aligning with shareholder interests (FY2025: $244,939 stock awards vs $23,000 cash) .
Watch items
- Director RSUs are time‑based (no explicit performance metrics) and accelerate on change‑in‑control—typical but not performance‑conditioned; investors may prefer performance‑linked equity for enhanced alignment .
- Related‑party transactions exist at AFRM (e.g., Lead Bank arrangement tied to another director), though none are attributed to Liew; continued monitoring of related‑party exposures is prudent .
- Individual attendance percentages are not disclosed beyond the ≥75% threshold .
Conflicts/Related Parties
- The proxy’s related‑party section details transactions with Lead Bank and other entities; no related‑party transactions are disclosed involving Liew or Lightspeed Venture Partners .
Independence & Interlocks
- Board affirms Liew’s independence; no compensation committee interlocks disclosed .