Libor Michalek
About Libor Michalek
Affirm President and employee-director; Age 52; Director since 2021; President since December 2022; previously President, Technology (2018–May 2021) and President, Technology, Risk & Operations (May 2021–Dec 2022); joined Affirm as CTO in 2015; prior roles include Engineering Director at YouTube/Google and CTO of Slide (acquired by Google in 2010) . Under current leadership, Affirm delivered FY2025 GMV of $36.7B (+38% YoY), total revenue of $3.2B (+39%), adjusted operating income of $778M, and GAAP net income of $52.2M; operating income profitability was achieved in FQ4’25 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Affirm Holdings, Inc. | President | Dec 2022–Present | Executive leadership across technology, risk, and operations; board member since 2021 . |
| Affirm Holdings, Inc. | President, Technology, Risk & Operations | May 2021–Dec 2022 | Oversaw scaled risk/ops functions alongside technology . |
| Affirm Holdings, Inc. | President, Technology | 2018–May 2021 | Led engineering and product development . |
| Affirm Holdings, Inc. | Chief Technology Officer | 2015–2018 | Built engineering foundations (software, systems, security, ML) . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| YouTube / Google | Engineering Director | Prior to 2015 | Senior engineering leadership . |
| Slide (acquired by Google in 2010) | Chief Technology Officer | Pre-2010 | CTO at personal media-sharing service acquired by Google . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Target Bonus ($) | Actual Bonus Paid ($) |
|---|---|---|---|---|
| 2025 | 500,000 | 80% | 400,000 | 562,860 |
| 2024 | 475,000 | 75% | — | 464,443 |
| 2023 | 475,000 | — | — | — |
Notes:
- FY2025 target cash incentive increased to 80% from 75% in FY2024 .
- CEO receives nominal salary; not applicable to Michalek but indicates overall pay philosophy .
Performance Compensation
Annual Cash Incentive Plan (FY2025 design and results)
| Metric | Weight | Target | Actual | % Achievement | Payout Multiplier |
|---|---|---|---|---|---|
| Network size (blend of active consumers, GMV, RLTC) | 50% | 100% | 106.7% | 106.7% | 133.7% |
| Total revenue ($) | 25% | 3.0B | 3.2B | 127.2% | 145.4% |
| Adjusted operating income ($) | 25% | 506.5M | 778.1M | 153.6% | 150.0% |
| Funding gate | — | GAAP operating income ≥ $0 in Q4 FY25 | Met (company achieved positive operating income in FQ4’25) | — | — |
| Weighted total | 100% | — | — | 123.6% | 140.7% payout |
Payout to Michalek: $562,860 (140.7% of $400,000 target) .
Long-Term Equity Awards
| Grant Year | Instrument | # of Shares | Key Terms |
|---|---|---|---|
| FY2025 | Stock Options | 119,884 | Exercise price $44.06; vests 25% at 1-year then monthly over 3 years; 10-year term . |
| FY2025 | RSUs | 85,111 | Vests 25% at 1-year then quarterly over 3 years . |
| FY2026 (approved Sep 18, 2025) | PSUs | 44,488 | 3-year performance period (FY2026–FY2028); metrics: RLTC growth (50%) and Adjusted Operating Income growth (50%); 50–200% payout; cliff vest post-certification . |
| FY2026 (approved Sep 18, 2025) | RSUs | 44,488 | Vests quarterly over 3 years, first vest Dec 1, 2025 . |
Equity Ownership & Alignment
Beneficial Ownership (as of Sep 30, 2025)
| Holding | Amount | % of Class | Notes |
|---|---|---|---|
| Class A Common | 2,695,356 | <1% | Includes options exercisable within 60 days (32,677) and RSUs settling within 60 days (4,671) . |
| Class B Common | 875,265 | 2.15% | — |
| % of Total Voting Power | — | 1.76% | — |
| Options exercisable (as of 9/30/25) | 1,593,659 | — | Separate from the 32,677 options expected to vest within 60 days . |
| RSUs settling within 60 days | 4,671 | — | — |
| Shares held by Michalek 2007 Trust | 868,114 | — | Included in totals . |
Ownership guidelines: Executives must hold 3x base salary; compliance window 5 years; hedging prohibited; no explicit pledging policy disclosed in proxy .
Outstanding Equity Detail (selected awards; as of Jun 30, 2025)
| Grant Date | Exercise Price ($) | Exercisable | Unexercisable | Expiration |
|---|---|---|---|---|
| 12/17/2019 (Option) | 8.80 | 200,000 | — | 12/17/2029 |
| 1/12/2021 (Option) | 49.00 | 410,303 | 33,268 | 1/13/2031 |
| 6/08/2022 (Option) | 23.33 | 536,746 | — | 6/08/2032 |
| 9/16/2022 (Option) | 22.30 | 140,763 | 63,987 | 9/16/2032 |
| 9/13/2023 (Option) | 23.35 | 201,085 | 258,542 | 9/13/2033 |
| 9/16/2024 (Option) | 44.06 | — | 119,884 | 9/16/2034 |
Unvested RSUs and their proxy-reported market values at 6/30/2025:
- 35,035 RSUs ($2,422,320) ; 85,111 RSUs ($5,884,575) .
Vesting and Insider Selling Pressure
| Event (FY2025) | Amount | Value Realized ($) |
|---|---|---|
| Options exercised | 600,000 shares | 36,290,119 |
| Stock awards vested | 61,822 shares | 2,843,061 |
Implications: Large in-the-money option overhang and scheduled RSU/PSU vesting can create periodic selling windows; hedging is prohibited, and there is no disclosed pledging policy, so alignment is primarily through unhedged, unpledged equity exposure .
Employment Terms
Officer Severance Plan (key provisions)
- Double-trigger CIC: cash severance equal to 1x base salary plus pro‑rata target bonus; immediate vesting of time-based equity; health benefits up to 12 months for executive officers .
- Non‑CIC termination (without cause): 0.5x base salary cash; health benefits up to 6 months .
- Death/Disability: pro‑rata annual bonus (greater of target or actual) and 12 months’ vesting acceleration (performance awards at target) .
- 280G better‑of cutback/no gross-up; clawback policy adopted Dec 1, 2023 .
Estimated Payments (as of Jun 30, 2025)
| Scenario | Cash Severance ($) | Accelerated RSUs ($) | Accelerated Options ($) | Benefits ($) | Pro‑Rata Bonus ($) | Total ($) |
|---|---|---|---|---|---|---|
| CIC + Qualifying Termination | 900,000 | 8,891,058 | 18,512,498 | 35,907 | Included via plan mechanics | 28,339,463 |
| Non‑CIC Qualifying Termination | 250,000 | — | — | 17,953 | — | 267,953 |
| Change in Control (pro‑rata bonus) | — | — | — | — | 562,860 | 562,860 |
| Death/Disability | 562,860 | 5,865,354 | 9,644,512 | 35,907 | — | 16,108,633 |
Board Governance (Director Role)
- Board service: Class I director since 2021; term ends 2027; no committee memberships; not independent given employee status .
- Board structure: CEO is Chairman; Lead Independent Director (Christa Quarles) presides independent sessions; 6 of 9 directors are independent; all committees fully independent .
- Attendance: Board held 6 meetings in FY2025; each incumbent director attended ≥75% of board/committee meetings .
- Director compensation: Employee directors (Levchin, Michalek) receive no additional director pay; non‑employee director program includes $45k cash retainer, role-based retainers, and RSUs; change‑in‑control accelerates director RSUs .
Compensation Structure Analysis
- Y/Y mix: FY2024 emphasized options ($7.40M) with no RSUs; FY2025 balanced 50/50 options ($3.75M) and RSUs ($3.75M), plus higher cash incentive on overachievement ($562.9k), signaling a shift toward lower risk equity and realized pay sensitivity .
- Metric rigor: FY2025 cash plan tied to network size, GAAP revenue, and Adjusted Operating Income with a GAAP operating income funding gate aligned to a public goal of achieving GAAP operating profitability in FQ4’25; all three metrics exceeded target (140.7% payout) .
- Forward design: FY2026 introduces PSUs (50% of grant) tied to multi-year RLTC and Adjusted Operating Income growth, with 50–200% payout and cliff vest, improving pay-for-performance alignment and retention .
- Governance checks: Independent compensation committee, independent consultant (Semler Brossy), clawback policy, double-trigger CIC, no excise tax gross-ups; no executive retirement plans; limited perquisites .
Equity Ownership & Alignment (Additional Detail)
| Topic | Policy/Status |
|---|---|
| Stock ownership guidelines | Executive officers: 3x base salary; 5-year compliance window . |
| Hedging/Pledging | Hedging and short sales prohibited; proxy does not state a pledging prohibition (not disclosed) . |
| Say-on-Pay support | 93.9% support in FY2024 . |
| Peer group | Bill.com, Block, Box, Dropbox, HubSpot, MarketAxess, MongoDB, Okta, Opendoor, Paycom, Paylocity, Shopify, SoFi, Tradeweb, Twilio, Upstart, WEX, Zscaler (New Relic removed post-acquisition) . |
Director Compensation (for director role)
- As an employee-director, Michalek receives no separate director compensation .
Performance & Track Record (Company context)
| Metric (FY2025) | Result | YoY |
|---|---|---|
| GMV | $36.7B | +38% |
| Total Revenue | $3.2B | +39% |
| Adjusted Operating Income | $778M | +104% (vs $380.9M FY2024) |
| Net Income | $52.2M | Improved from $(517.8)M FY2024 |
These outcomes supported above-target annual incentive payouts and the introduction of multi-year PSUs for FY2026 .
Risk Indicators & Red Flags
- Insider selling pressure: 600,000 options exercised ($36.29M realized) in FY2025; 61,822 shares vested ($2.84M) .
- Pledging policy: Not disclosed (hedging prohibited but no explicit pledging prohibition stated) .
- Related-party linkages: A director (Reses) is CEO of Lead Bank, which originated $5.4B of loans via Affirm; Affirm paid ~$4.6M in fees/interest in FY2025; Reses deemed not independent; compensation committee independence restored post‑Dec 2024 .
- CFO transition: New CFO in Nov 2024 (Rob O’Hare) with prior CFO moving to COO in Sep 2024; routine disclosure, not flagged by company as a governance concern .
- No excise tax gross-ups; clawback in place; no executive retirement plan .
Employment Terms (Additional)
- CIC cash severance multiple: 1.0x salary + pro‑rata target bonus for executive officers .
- Non‑CIC severance: 0.5x salary + health benefits (6 months for execs) .
- Death/Disability: pro‑rata bonus (greater of target/actual) + 12-month acceleration .
- 280G best‑net cutback; release required .
Investment Implications
- Alignment improving: Introduction of PSUs (FY2026) tied to RLTC and Adjusted Operating Income growth strengthens pay-for-performance and should support durable margin/scale execution; large unvested equity enhances retention through the cycle .
- Expected supply from vesting: Significant scheduled RSU/option vesting plus observed FY2025 exercises may create episodic selling pressure near vesting/10b5‑1 windows despite hedging prohibition; monitor Form 4 cadence around quarterly windows .
- Retention/CIC risk: CIC total value (~$28.3M) indicates meaningful, but standard, double‑trigger protections; outside CIC severance is modest, increasing dependence on future equity value for retention .
- Governance: Executive director status (non‑independent) mitigated by 2/3 independent board, independent committee structures, lead independent director, and strong say-on-pay support (93.9%)—reducing governance discount risk .