Noel Watson
Affirm HoldingsAbout Noel Watson
Noel Watson, age 50, has served as an independent Class I director of Affirm since 2022 and is the Audit Committee Chair and an SEC-defined “audit committee financial expert.” He is CFO and COO of LegalZoom.com, Inc. (CFO since Nov-2020; COO since Aug-2024). Previously, he was CFO of TrueCar (2019–2020) and held senior finance roles at TripAdvisor (2006–2019). The Board has determined Mr. Watson is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LegalZoom.com, Inc. | Chief Financial Officer; Chief Operating Officer | CFO since Nov-2020; COO since Aug-2024 | Brings current operating and public-company CFO experience to AFRM’s audit oversight . |
| TrueCar, Inc. | Chief Financial Officer | 2019–2020 | Public company CFO experience . |
| TripAdvisor, Inc. | VP Finance; Chief Accounting Officer; roles of increasing responsibility | 2006–2019 | Deep controllership, reporting, and accounting expertise . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| LegalZoom.com, Inc. | CFO & COO | CFO since Nov-2020; COO since Aug-2024 | Operating executive role concurrent with AFRM Audit Chair . |
Board Governance
- Committee assignments: Audit Committee Chair; member of no other committees at AFRM .
- Independence: Board determined Mr. Watson is independent under Nasdaq listing standards .
- Audit Committee financial expert: Board determined Mr. Watson meets SEC “audit committee financial expert” criteria .
- Attendance and engagement (FY2025): Board met 6x; Audit 8x; Comp 6x; Nominating 4x; each incumbent director attended at least 75% of applicable meetings .
- Lead Independent Director: Christa S. Quarles; executive sessions at each Board meeting .
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Annual Board Cash Fees ($) | 57,500 | 70,000 |
| Notes | Cash fees reflect $45,000 annual retainer plus committee retainers per policy (Audit Chair $25,000; Audit member $12,500; Comp Chair $18,000; Comp member $9,000; N&G Chair $10,000; N&G member $5,000) . | Same director fee schedule maintained for FY2025; no changes from June 2024 review . |
Policy details:
- Standard annual cash retainer: $45,000; Audit Chair retainer: $25,000; Lead Independent Director retainer: $28,000. Directors may elect to receive the cash retainer in RSUs. Fees are paid quarterly and pro-rated as applicable .
- Hedging prohibited for directors; short sales and derivatives restricted by Insider Trading Policy .
Performance Compensation
| Equity Element | FY 2024 | FY 2025 | Vesting / Other Terms |
|---|---|---|---|
| Annual RSU grant – reported grant date fair value ($) | 199,972 | 199,955 | Annual RSUs targeted at ~$200,000; vest in full by next annual meeting (or one year), subject to service; all director equity vests on change of control . |
| Initial RSU grant (one-time for new directors) | — | — | Policy: $500,000 initial RSUs vest in equal annual installments over 3 years; applies upon initial board service . |
Other Directorships & Interlocks
| Company | Role | Status |
|---|---|---|
| Zynga Inc. | Director | Former (2020–2022) |
| Other public company boards | — | None |
- Related-party transactions/conflicts: None disclosed for Mr. Watson. Notably, the Board flagged Lead Bank (CEO: Jacqueline Reses) as a related-party counterparty; Audit Committee (chaired by Mr. Watson) oversees related-party review. In FY2025, Lead Bank originated $5.4B of loans with ~$4.6M fees/interest paid by AFRM; Ms. Reses is non‑independent due to this relationship .
Expertise & Qualifications
- Current/former CFO; Audit Committee financial expert; financial expertise; operational experience; international experience; public company audit committee experience .
- Skills Matrix confirms “Audit Committee Financial Expert” and “Financial Expertise” for Watson .
Equity Ownership
| Measure | As of | Amount |
|---|---|---|
| Total beneficial ownership (Class A shares) | Sep 30, 2024 | 28,600; less than 1% of class . |
| RSUs outstanding (director grants) | Jun 30, 2024 | 19,578 . |
| RSUs outstanding (director grants) | Jun 30, 2025 | 10,211 . |
| Stock ownership guidelines | Ongoing | Directors: 5x annual retainer (5×$45,000); 5-year compliance window from adoption/appointment . |
| Pledging/Hedging | Policy | Hedging/short sales/options prohibited for directors . |
Governance Assessment
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Strengths:
- Independent Audit Chair with SEC “financial expert” designation; robust audit oversight remit includes financial reporting, internal controls, related-party review, and cybersecurity/IT risk oversight .
- Solid engagement: all incumbents (including Watson) met ≥75% attendance in FY2025 across Board/committees; Audit Committee met 8x (above typical cadence) .
- Director pay structure emphasizes equity aligners (annual ~$200k RSUs), with modest cash retainer and clear change-in-control vesting; no tax gross-ups; hedging prohibited; stock ownership guidelines in place .
- High Say‑on‑Pay support (93.9% for FY2024) indicates favorable investor sentiment toward compensation governance broadly (contextual signal) .
-
Watch items:
- Time-commitment considerations: dual operating role (CFO & COO of LegalZoom) alongside AFRM Audit Chair responsibilities; monitor continued attendance and depth of oversight as scope at LegalZoom evolves .
- Related‑party ecosystem: while no Watson-specific RPTs disclosed, Affirm’s Lead Bank arrangement (overseen by Audit Committee) is material; continued rigorous oversight is critical to investor confidence .
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Red Flags observed: None disclosed specific to Mr. Watson (no attendance shortfalls, pledging, hedging, or RPTs tied to Watson reported) .
Overall implication: Watson’s finance/operator profile and audit chairmanship support board effectiveness in financial reporting and risk oversight, with compensation/ownership policies aligned to shareholders. Continued monitoring of workload balance and RPT oversight remains prudent. **[1820953_0001628280-25-046264_a2025proxystatement.htm:12]** **[1820953_0001628280-25-046264_a2025proxystatement.htm:11]** **[1820953_0001628280-25-046264_a2025proxystatement.htm:18]** **[1820953_0001628280-25-046264_a2025proxystatement.htm:43]** **[1820953_0001628280-25-046264_a2025proxystatement.htm:14]**