Richard Galanti
Director at AFRM
Board
About Richard Galanti
Richard Galanti (age 69) joined Affirm’s Board in 2025 as a Class II director and serves on the Compensation Committee. He is the retired EVP and CFO of Costco, where he was CFO from 1985–March 2024 and remained EVP until his retirement in January 2025; he also served on Costco’s board from 1995–2025. He is described as having financial expertise and serving as an Audit Committee Financial Expert, with deep experience in retail, finance, global operations, and investor relations. Galanti was initially identified as a potential director candidate by Affirm’s CEO and appointed effective July 1, 2025.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Costco Wholesale Corporation | EVP & CFO (Senior VP & CFO from Jan 1985; EVP & CFO post-1993 merger), EVP (through Jan 2025) | CFO through March 2024; EVP until Jan 2025 | Led finance, global operations, investor relations; long-tenured public company board experience |
| Costco Wholesale Corporation | Director | 1995–2025 | Board service at a large global retailer |
| Donaldson, Lufkin & Jenrette | Investment Banking | Pre-1984 | Early finance/investment banking experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Current Public Company Boards | None | — | No current public boards disclosed |
| Costco Wholesale Corporation | Director | 1995–2025 | Former public company directorship (ended Jan 2025) |
Board Governance
- Committee assignments: Compensation Committee member; not currently an Audit or Nominating & Governance Committee member.
- Independence: Six of nine directors are independent; every Compensation Committee member (including Galanti) meets Nasdaq and SEC independence requirements.
- Attendance: In fiscal 2025, the Board met 6 times; Audit 8; Compensation 6; Nominating & Governance 4; each incumbent director met at least 75% attendance. (Galanti was appointed after fiscal 2025, effective July 1, 2025.)
- Lead Independent Director: Christa S. Quarles; presides over independent director sessions.
- Director nomination: Galanti nominated for election as a Class II director for a term through the 2028 annual meeting.
Fixed Compensation
| Component | Amount | Vesting/Timing | Notes |
|---|---|---|---|
| Annual cash retainer | $45,000 | Paid quarterly; pro-rated if service begins mid-year | Directors may elect to receive the annual cash retainer in RSUs. |
| Committee retainers – Audit | Chair $25,000; Member $12,500 | Paid quarterly; pro-rated | — |
| Committee retainers – Compensation | Chair $18,000; Member $9,000 | Paid quarterly; pro-rated | Galanti is a member (eligible for $9,000 annualized, pro-rated). |
| Committee retainers – Nominating & Governance | Chair $10,000; Member $5,000 | Paid quarterly; pro-rated | — |
| Lead Independent Director retainer | $28,000 | Paid quarterly | Applies to LID (Quarles), not Galanti. |
| Initial RSU grant | $500,000 grant-date fair value | Vests in equal annual installments on the first three anniversaries of director’s start date | Granted to Galanti for joining the Board. |
| Annual RSU grant | $200,000 grant-date fair value | Vests on earlier of next annual meeting or first anniversary of grant | Annual director equity program; Galanti will receive pro-rated grant for partial year. |
| Change-in-control treatment | Automatic vesting of director equity | Upon a change in control | Applies to all equity under director compensation policy. |
| Expense reimbursement | Ordinary, necessary travel expenses | Ongoing | For in-person Board/committee meetings. |
Fiscal 2025 director compensation table (context): Affirm reported cash fees and RSU grant-date values for directors serving in fiscal 2025; Galanti was appointed July 1, 2025 (fiscal 2026), so not included in fiscal 2025 amounts.
Performance Compensation
| Performance Instrument | Metrics | Payout Range | Applicability to Director Compensation |
|---|---|---|---|
| PSUs (executives) | Revenue less transaction costs growth (50%), Adjusted Operating Income growth (50%) over a three-year period | 50%–200% of target based on average performance | Executive awards only; Affirm’s non-employee director equity is time-based RSUs without performance metrics. |
Affirm’s director compensation uses time-based RSUs; no director-specific performance metrics or PSUs disclosed.
Other Directorships & Interlocks
| Item | Description | Amount/Scale | Notes |
|---|---|---|---|
| Compensation Committee interlocks | None of the Committee members (including Galanti) is/was an officer/employee; no cross-committee interlocks with other issuers in past year | — | Prior member (Reses) left Comp Committee Dec 8, 2024; Committee remained independent. |
| Related-party transaction (Board-level context) | Lead Bank (CEO: director Jacqueline Reses) originated loans via Affirm; fees paid to Lead Bank | $5.4B loans originated; ~$4.6M fees/interest in fiscal 2025 | Reviewed under related-party policy; not involving Galanti personally. |
| Capital markets interlock (context) | Morgan Stanley held 7.66% of Class A; facilitated notes issuance/repurchase and share repurchases | ~$6.4M aggregate fees in fiscal 2025 | Not a director interlock; disclosed related-party transaction policy applies. |
Expertise & Qualifications
- Former CFO of a major global retailer; Audit Committee Financial Expert designation; deep financial expertise; global/international experience; human capital understanding.
- Skills matrix: CFO experience, Audit Committee Financial Expert, financial expertise, business development/M&A, international, human capital.
Equity Ownership
| Holder | Class A Shares | % of Class A | Class B Shares | % of Class B | % of Total Voting Power |
|---|---|---|---|---|---|
| Richard Galanti | — | — | — | — | — |
- Shares outstanding used for calculation: 288,662,184 Class A and 40,723,830 Class B as of Sept 30, 2025.
- Stock ownership guidelines: Non-employee directors must hold 5x annual retainer (cash equivalent), measured over a 5-year compliance window from appointment; unvested RSUs count toward compliance.
- Hedging policy: Directors prohibited from short sales and hedging (options, puts/calls, similar instruments).
Governance Assessment
- Strengths: Galanti brings decades-long CFO and public board experience, designated Audit Committee Financial Expert, and sits on the Compensation Committee, which uses independent consultants and maintains independence per Nasdaq/SEC rules. Board holds executive sessions led by the Lead Independent Director; committees are chartered and active; attendance thresholds were met by incumbents.
- Alignment and incentives: Initial $500k RSU and annual $200k RSU grants with time-based vesting plus change-in-control acceleration align director pay with equity value while avoiding short-term cash-heavy structures; ability to elect cash retainer in RSUs increases equity alignment.
- Ownership/skin-in-the-game: As of Sept 30, 2025, Galanti reported no beneficial ownership; given appointment on July 1, 2025 and time-based vesting, equity ownership is expected to build over the 5-year guideline horizon. Monitor compliance progress and any future Form 4 activity.
- Conflicts and red flags: No Item 404(a) related-party transactions involving Galanti disclosed; however, Affirm has material related-party dealings with Lead Bank (director Reses as CEO) and significant capital markets activity with Morgan Stanley (7.66% holder), both overseen via Audit Committee policy—investors should monitor committee oversight and independence rigor.
- Signals: Compensation Committee emphasizes performance-based pay for executives (PSUs tied to revenue less transaction costs and adjusted operating income), supporting pay-for-performance culture; director equity is time-based, standard for governance alignment.
- Process integrity: Nominating/Governance evaluates conflicts, skills, and diversity in director selection; Galanti was identified by the CEO, which warrants continued focus on independence in practice, though formal independence criteria are met.