Manolo Sánchez
Director at AFRM
Board
About Manolo Sánchez
Independent Class II director since 2023; Age 59 as of Oct 1, 2025; adjunct professor at Rice University’s Jones Graduate School of Business; former President & CEO of Compass Bank (BBVA USA) from 2008–2017. Affirm’s Board cites his banking and risk management expertise; he is designated an Audit Committee Financial Expert and serves on Audit and Nominating & Governance committees . The Board has affirmatively determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Compass Bank (BBVA USA) | President & CEO | 2008–2017 | Led banking operations; experience in risk management, corporate/investment banking; industry leadership positions at ABA, Institute of International Bankers, Greater Houston Partnership |
| BBVA | Joined BBVA | 1990– | Global banking background cited in selection rationale |
| Rice University (Jones Graduate School of Business) | Adjunct Professor | Current | Academic expertise; global insights and banking/finance knowledge |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Fannie Mae | Director | Current | Listed as other public company board |
| Stewart Information Services Corporation | Director | Current | Listed as other public company board |
| Elevate Credit, Inc. | Director | Former (2021–2023) | Prior board service |
| OnDeck Capital, Inc. | Director | Former (2018–2020) | Prior board service |
Board Governance
- Committee assignments: Audit Committee member; Nominating & Governance Committee member; Audit Committee Financial Expert designation (alongside Noel Watson) .
- Independence: Affirm Board determined Sánchez is independent under Nasdaq standards .
- Attendance: FY2025 Board met 6x; Audit 8x; Compensation 6x; Nominating & Governance 4x; each incumbent director attended at least 75% of Board and committee meetings of their service period .
- Tenure: Appointed Nov 2023; nominated for re-election as Class II director for a term through 2028 .
| Governance Attribute | Detail |
|---|---|
| Board class and term | Class II; director since 2023; up for election Dec 15, 2025 for term ending at 2028 AGM |
| Committees | Audit; Nominating & Governance |
| Chair roles | None indicated; Lead Independent Director is Christa S. Quarles |
| Audit Committee Financial Expert | Yes (Sánchez and Noel Watson) |
| Independence | Independent (Nasdaq) |
| Attendance | ≥75% of Board/committee meetings (FY2025) |
Fixed Compensation
- Director compensation policy: Annual cash retainer $45,000; Audit Committee member fee $12,500; Nominating & Governance member fee $5,000; Lead Independent Director retainer $28,000; chairs receive higher fees (Audit chair $25,000; Compensation chair $18,000; Nominating & Governance chair $10,000) .
- Directors can elect to receive annual cash retainer in RSUs; travel expenses reimbursed .
| Fiscal Year | Cash Fees ($) | Mix Detail | Source |
|---|---|---|---|
| FY2024 | $41,610 | Pro-rated after joining Nov 1, 2023 | Proxy FY2025 |
| FY2025 | $62,500 | $45,000 retainer + $12,500 Audit member + $5,000 N&G member (matches policy) | Proxy FY2026 |
Performance Compensation
- Equity for directors is time-based RSUs; no performance metrics for director awards; all director equity automatically vests upon change in control in addition to service schedules .
- Initial RSU grant on joining: $500,000 grant date fair value; vests in equal annual installments over 3 years .
- Annual RSU grant: $200,000 grant date fair value; vests fully at next annual meeting or first anniversary .
| Fiscal Year | Stock Awards ($) | RSUs Outstanding (#, as of year-end) | Vesting Terms | Notes |
|---|---|---|---|---|
| FY2024 | $699,955 | 33,578 | Initial $500k over 3 yrs; annual $200k to next AGM/1 yr | Large first-year equity consistent with policy |
| FY2025 | $199,955 | 21,943 | Annual $200k; same vesting as policy | Routine annual grant |
Director Equity Award Mechanics
- Change-in-control: Director equity vests automatically (in addition to service-based vesting) .
- Election feature: Directors may elect to receive cash retainer in RSUs prior to fiscal year start .
- Hedging: Company prohibits directors from hedging/short sales/options/warrants in Affirm securities .
Other Directorships & Interlocks
| Company | Relationship to AFRM | Potential Interlock/Conflict |
|---|---|---|
| Fannie Mae | No Affirm RPT disclosed | No related party transaction with AFRM noted |
| Stewart Information Services | No Affirm RPT disclosed | No related party transaction with AFRM noted |
- Related-party exposure at AFRM involves Lead Bank (CEO: Affirm director Jacqueline Reses) with $5.4B loans originated via Affirm platform and ~$4.6M fees/interest paid in FY2025; Board determined Reses non-independent; Compensation Committee interlocks addressed (temporary non-independent service concluded Dec 8, 2024) . No transaction involving Sánchez disclosed .
Expertise & Qualifications
- Skills matrix and biography emphasize: Payments/FinTech; CEO experience; financial expertise; bank regulatory; legal/government relations; international/global; risk management; public company committee experience; academia .
Equity Ownership
| Date (Record) | Beneficial Ownership (Class A) | % Class A | RSUs Outstanding (board table) | Notes |
|---|---|---|---|---|
| Sept 30, 2024 | 9,464 | <1% | 33,578 RSUs (FY2024 director table) | Class A outstanding: 271,833,469; Class B 42,143,934 |
| Sept 30, 2025 | 24,114 | <1% | 21,943 RSUs (FY2025 director table) | Class A outstanding: 288,662,184; Class B 40,723,830 |
- Ownership guidelines: Non-employee directors must hold 5× annual retainer; compliance window is 5 years from appointment; RSUs count toward compliance; no pledging disclosure in proxy .
Governance Assessment
- Strengths:
- Independence and Audit Committee Financial Expert status; direct oversight of related-party transactions in Audit Committee (he is a member) .
- High engagement: documented meeting cadence; all incumbent directors ≥75% attendance; Sánchez serves on two governance-critical committees (Audit; N&G) .
- Director pay is modest cash plus annual equity, with clear vesting and change-in-control mechanics; cash fees align exactly with committee memberships (signals discipline) .
- Stock ownership guidelines and hedging prohibitions support alignment .
- Watch items:
- Board-related party exposure via Lead Bank (Reses) is material; Audit Committee (including Sánchez) oversees RPT approvals—continued robust oversight is critical .
- Equity ownership remains <1%—typical for outside directors but monitor guideline compliance over 5-year window (appointed Nov 2023) .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual cash retainer | $45,000 | Electable in RSUs pre-year |
| Audit Committee (member) | $12,500 | Chair $25,000 |
| Nominating & Governance (member) | $5,000 | Chair $10,000 |
| FY2025 Cash paid (actual) | $62,500 | Exactly retainer + committee member fees |
Performance Compensation
| Component | Grant Value | Vesting | Notes |
|---|---|---|---|
| Initial RSU (on-boarding) | $500,000 | 3 equal annual installments | Sánchez joined Nov 2023; FY2024 stock awards reflect initial + annual |
| Annual RSU (recurring) | $200,000 | Fully vests at next AGM or 1-year anniversary | FY2025 stock awards $199,955 (rounding) |
| Change-in-control | — | Automatic vesting of director awards | Applies in addition to service schedule |
No director-specific performance metrics (e.g., revenue/EBITDA/TSR) tied to director equity; RSUs are service-based per policy .
Other Directorships & Interlocks
| Company | Role | Committee Roles (if disclosed) | Potential AFRM Conflict |
|---|---|---|---|
| Fannie Mae | Director | Not disclosed | None disclosed |
| Stewart Information Services | Director | Not disclosed | None disclosed |
| Elevate Credit (former) | Director | Not disclosed | None |
| OnDeck Capital (former) | Director | Not disclosed | None |
Expertise & Qualifications
- Audit Committee Financial Expert; extensive banking/risk management and regulatory experience; international/global perspective; human capital and governance committee experience; academia .
Equity Ownership
| Holder | Shares | % | RSUs Outstanding | Source |
|---|---|---|---|---|
| Manolo Sánchez (Sept 30, 2025) | 24,114 Class A | <1% | 21,943 (FY2025) | Beneficial ownership; director table |
| Manolo Sánchez (Sept 30, 2024) | 9,464 Class A | <1% | 33,578 (FY2024) | Beneficial ownership; director table |
- Ownership guidelines: 5× annual retainer; 5-year compliance window from appointment; RSUs count; hedging prohibited .
Governance Assessment
- Overall, Sánchez enhances Board effectiveness through independence, audit literacy, and risk oversight experience. His committee roles directly touch RPT review and governance composition. Equity compensation is time-based without performance metrics, standard for outside directors, with transparent vesting and change-in-control terms; cash fees closely track committee service. No Sánchez-specific related-party transactions or conflicts disclosed. Continued scrutiny of Lead Bank arrangements by the Audit Committee (including Sánchez) remains essential to investor confidence .