Katherine Adkins
Chief Legal Officer and Chief Compliance Officer at AFRM
Executive
About Katherine Adkins
Katherine Adkins, age 63 as of October 1, 2025, serves as Chief Legal Officer and Chief Compliance Officer (CLO/CCO) at Affirm; she has held the CLO/CCO role since July 2021 and previously served as VP, Legal & Bank Strategy and Deputy General Counsel from 2019 to July 2021 . Company operating performance during her executive tenure includes FY2024 revenue of $2.3B and Adjusted Operating Income (AOI) of $380.9M, and FY2025 revenue of $3.2B and AOI of $778.1M, implying solid year-over-year growth in both topline and profitability as measured by the company’s operating metrics . Prior to Affirm, Adkins was Group VP, General Counsel and Secretary of Toyota Financial Services (2009–2019), bringing >30 years of legal, financial services, and fintech experience to Affirm’s executive team .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Affirm | Chief Legal Officer & Chief Compliance Officer | 2021–present (CLO/CCO since July 2021) | Leads legal and compliance oversight for a regulated payments/fintech at scale . |
| Affirm | VP, Legal & Bank Strategy; Deputy General Counsel, Legal Platform Services | 2019–2021 | Supported bank strategy and platform legal infrastructure prior to elevation to CLO/CCO . |
| Toyota Financial Services | Group Vice President, General Counsel & Secretary | 2009–2019 | Led legal/governance for a large, regulated auto finance platform; relevant to Affirm’s partner/regulatory posture . |
External Roles
No external public-company directorships or committee roles disclosed for Ms. Adkins in the cited filings .
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary ($) | 425,000 | 450,000 |
| Target Cash Incentive (% of base) | 60% | 60% (implied continuity; plan disclosed with outcomes) |
| Target Cash Incentive ($) | 255,000 | 270,000 |
| Actual Cash Incentive Paid ($) | 332,444 | 379,931 |
Performance Compensation
Annual Cash Incentive Plan – Performance Framework and Outcomes
| Metric | Weighting | FY 2024 Actual | % Achieved vs Target | Multiplier | FY 2025 Actual | % Achieved vs Target | Multiplier |
|---|---|---|---|---|---|---|---|
| Network Size | 50% | 102.1% | 102.1% | 110.5% | 106.7% | 106.7% | 133.7% |
| Total Revenue | 25% | $2.3B | 115.0% | 150.0% | $3.2B | 127.2% | 145.4% |
| Adjusted Operating Income | 25% | $380.9M | 1405.5% | 150.0% | $778.1M | 153.6% | 150.0% |
| Total | 100% | — | 431.2% | 130.3% | — | 123.6% | 140.7% |
- FY2024 resultant payout for Ms. Adkins: $332,444 . FY2025 payout: $379,931 .
Long-Term Equity – Grants and Structures
- Equity mix for non-CEO NEOs (including Adkins) in FY2025: 50% options and 50% time-vesting RSUs; sizing considered peer data (Semler Brossy), existing unvested equity/retention, burn rate, and earnings impact .
- FY2025 award sizes: Options 55,946 shares; RSUs 39,718 shares (Adkins) .
- FY2024 award sizes: Options 118,012 shares; RSUs 81,370 shares (Adkins) .
- September 18, 2025 annual grants added performance stock units (PSUs): 19,463 PSUs and 19,463 RSUs to Adkins; PSUs earn based on 3-year performance (FY2026–FY2028) on revenue less transaction costs growth (50%) and adjusted operating income growth (50%), payout 50%–200%, cliff-vest at period end if earned; RSUs vest quarterly over 3 years starting Dec 1, 2025 .
Equity Award Detail – Outstanding Equity Awards (as of fiscal year-end)
| Grant Type | Grant/Commence Dates | Status as of 6/30/2025 | Strike | Expiration | RSUs Unvested (#) | RSUs Market Value ($) |
|---|---|---|---|---|---|---|
| Options | 6/30/20 / 9/16/19 | 28,000 exercisable | 8.80 | 6/30/30 | — | — |
| Options | 6/1/21 / 6/1/21 | 22,700 exercisable | 62.52 | 6/1/31 | — | — |
| Options/RSUs | 1/4/22 / 1/1/22 | 24,783 ex.; 4,232 unexerc.; RSUs 2,135 | 85.41 | 1/4/32 | 2,135 | 147,614 |
| Options/RSUs | 4/22/22 / 4/1/22 | 3,355 ex.; 884 unexerc. | 31.16 | 4/22/32 | — | — |
| Options/RSUs | 6/8/22 / 7/1/22 | 67,085 ex. | 23.33 | 6/8/32 | — | — |
| Options/RSUs | 9/16/22 / 9/1/22 | 44,458 ex.; 38,392 unexerc.; RSUs 21,021 | 22.30 | 9/16/32 | 21,021 | 1,453,392 |
| Options/RSUs | 9/13/23 / 9/1/23 | 51,629 ex.; 66,383 unexerc.; RSUs 45,771 | 23.35 | 9/13/33 | 45,771 | 3,164,607 |
| Options/RSUs | 9/16/24 / 9/1/24 | 55,946 unexerc.; RSUs 39,718 | 44.06 | 9/16/34 | 39,718 | 2,746,103 |
Vesting mechanics (illustrative, per proxy): common schedules include 1/4 after one-year cliff then monthly over 3 years, and monthly vesting over 24–48 months for certain grants .
Realized Equity – FY2024 Activity
| Name | Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | Options Exercised (#) | Value Realized on Exercise ($) |
|---|---|---|---|---|
| Katherine Adkins | 81,397 | 2,417,400 | — | — |
Equity Ownership & Alignment
- Beneficial ownership footnote snapshots: as of Sept 30, 2025, includes 112,063 options exercisable; 13,752 options expected to vest within 60 days; 3,411 RSUs expected to vest within 60 days for Adkins . As of Sept 30, 2024, includes 385,632 options exercisable; 12,527 options expected to vest within 60 days; 3,744 RSUs expected to vest within 60 days .
- Stock ownership guidelines: Executive officers must hold 3x annual base salary within 5 years of appointment; RSUs count toward compliance; hedging prohibited under Insider Trading Policy .
- Clawback: Policy adopted Dec 1, 2023, permitting recovery of erroneously awarded incentive-based compensation upon a material restatement .
- Pledging: No pledging policy disclosure or pledging by Ms. Adkins identified in the cited sections; hedging is prohibited .
| Ownership Indicator | 9/30/2024 | 9/30/2025 |
|---|---|---|
| Options exercisable (#) | 385,632 | 112,063 |
| Options vesting within 60 days (#) | 12,527 | 13,752 |
| RSUs vesting within 60 days (#) | 3,744 | 3,411 |
Employment Terms
Officer Severance Plan (company-wide NEO policy):
- Double-trigger change-in-control (CIC) protection: if terminated without cause or resigns for good reason within 3 months before or 12 months after CIC, NEOs receive: cash severance equal to 100% of base salary plus pro‑rata target annual incentive; up to 12 months COBRA benefits; and immediate acceleration of all unvested time-based equity awards . Outside CIC, cash severance equals 50% of base salary plus 6 months COBRA; death/disability provides pro‑rata incentive, 12 months COBRA, and 12 months of equity vesting acceleration .
Estimated payments (assumed event on June 30, 2025):
| Scenario | Cash Severance ($) | Accelerated RSUs ($) | Accelerated Options ($) | Benefits ($) | Total ($) |
|---|---|---|---|---|---|
| CIC + Qualifying Termination | 720,000 | 7,511,715 | 6,274,659 | 27,322 | 14,533,696 |
| Outside CIC – Qualifying Termination | 225,000 | — | — | 13,661 | 238,661 |
| Death/Disability | 379,931 | 4,254,392 | 3,436,925 | 27,322 | 8,098,570 |
| CIC Only – Annual Incentive Plan | 379,931 (greater of target or actual) | — | — | — | 379,931 |
Plan features: double‑trigger CIC; no excise tax gross‑ups (per policy summary); limited perquisites; no executive retirement plans or non‑qualified deferred comp plans disclosed .
Performance & Track Record
- Company performance under the incentive scorecards: FY2024 total payout factor 130.3%; FY2025 140.7%, driven by outperformance vs targets in revenue and adjusted operating income metrics .
- Long-term alignment elevated in FY2025 by introducing PSUs tied to multi‑year growth in revenue less transaction costs and AOI, with 50–200% payout range and three‑year cliff vesting upon certification .
- Section 16 compliance: Company filed a corrective Form 4/A for Ms. Adkins on Oct 3, 2024 to correct a January 4, 2022 option grant figure (administrative correction) .
Compensation Structure Analysis
- Mix shift and at‑risk pay: For FY2025, Ms. Adkins’ total comp of $4.34M comprised base ($450k), non‑equity incentive ($379,931) and a majority in equity (aggregate grant-date fair value ~$3.50M split between options and RSUs), reinforcing pay-for-performance alignment while introducing added PSU exposure per September 2025 grants .
- Annual equity cadence and vesting: Multi-year vesting common across RSUs (monthly/quarterly) and options (one-year cliff then monthly), enhancing retention but creating predictable vesting supply; new PSUs defer realizable value to end of a 3-year performance window .
- Incentive metrics: Emphasize scale (Network Size), revenue, and AOI; payouts tracked to formulaic results without discretionary adjustments in FY2024 and FY2025, supporting transparency .
- Governance protections: Clawback policy (Dec 1, 2023), 3x salary ownership guideline, hedging prohibition, and double‑trigger CIC reduce shareholder risk from misalignment or windfalls .
Equity Ownership & Vesting Pressure Indicators
- Near-term vesting pipeline (as of Sept 30, 2025): 3,411 RSUs and 13,752 options vesting within 60 days; modest near-term selling pressure relative to cumulative outstanding awards .
- FY2024 realized RSU vesting: 81,397 shares vested with $2.42M value; no options exercised—suggesting realized equity has been primarily RSU-driven to date .
- Large outstanding unvested RSU positions from 2023–2024 grants (e.g., 45,771 and 39,718 shares as of 6/30/2025) indicate continued retention hooks and potential supply as tranches settle .
Employment Terms (Additional Notes)
- CIC period defined as 3 months pre- to 12 months post-closing; acceleration applies to time-based equity; COBRA benefits for up to 12 months for NEOs (non-CEO) .
- Death/Disability: 12 months of vesting acceleration and pro‑rata incentive at target or actual, whichever is higher .
Investment Implications
- Pay-for-performance alignment strengthened: Formulaic cash plan based on scale, revenue, and AOI plus FY2025 equity with PSUs introduces multi-year growth hurdles and cliff vesting—positive for long-term alignment and retention .
- Retention risk moderate: Significant unvested RSUs/options across 2023–2025 cycles and new PSUs reduce near-term departure risk; double‑trigger CIC treatment is standard and shareholder-friendly .
- Selling pressure manageable: Near-term vesting quantities in the beneficial ownership footnotes are modest; realized equity in FY2024 stemmed from RSU vesting rather than option exercises, indicating limited incremental supply from options at recent strikes .
- Governance posture constructive: Ownership guidelines (3x salary), clawback, and hedging prohibition, with no excise tax gross-ups or executive retirement plans, collectively mitigate red-flag risks in compensation design .
Sources: Affirm DEF 14A (Oct 25, 2024; Oct 24, 2025) and 8‑K (Sept 22, 2025) as cited above .