DEF 14A of Affirm Holdings, Inc., Oct 20, 2023

DEF 14A of Affirm Holdings, Inc.

Filed Oct 20, 2023 · FY20230001628280-23-034817

Open on EDGAR

  1. Board of Directors

    Board of Directors

  2. Board of Directors

    | Name | Class | Director since | Audit Committee | Compensation Committee | Nominating and Governance Committee | | Max Levchin | III | 2012 | | | | | Jeremy Liew | III | 2013 | | ✓* | ✓ | | Libor Michalek | I | 2021 | | | | | Jenny J. Ming† | II | 2021 | ✓ | | ✓ | | Christa S. Quarles | II | 2018 | ✓* | ✓ | | | Keith Rabois | II | 2013 | | | | | Jacqueline D. Reses | I | 2021 | | ✓ | | | Manolo Sánchez†† | II | 2023 | | | | | Noel Watson | I | 2022 | ✓ | | | | James D. White (I) | III | 2021 | | ✓ | ✓* |

  3. Board of Directors

    * Indicates committee chair. † Ms. Ming has resigned from the Board and as a member of the Audit and Nominating and Governance Committees effective October 31, 2023. †† Mr. Sánchez has been appointed to the Board and as a member of the Audit and Nominating and Governance Committees effective November 1, 2023. (I) Indicates Lead Independent Director.

  4. Board of Directors and Corporate Governance

    Board of Directors and Corporate Governance Our business is managed under the direction of our Board, which is currently composed of nine members. Seven of our nine directors are independent within the meaning of the independent director requirements of the Nasdaq Stock Market LLC (“Nasdaq”). Our Board is divided into three classes with staggered three-year terms. At each Annual Meeting of stockholders, a class of directors will be elected for a three-year term to succeed the same class whose term is then expiring. Upon the recommendation of our Nominating and Governance Committee, we are nominating Max Levchin, Jeremy Liew and James D. White as Class III directors at the Annual Meeting. If elected, Messrs. Levchin, Liew and White will each hold office for a three-year term until the Annual Meeting of stockholders to be held in 2026 and until their successors are elected and qualified or until such director’s earlier death, resignation or removal. As previously announced, Ms. Ming has resigned as a member of the Board effective October 31, 2023. In addition, Mr. Sánchez has been appointed to the Board as a Class II director and as a member of the Audit Committee and Nominating and Governance Committee effective November 1, 2023. The following table sets forth the names, ages as of October 1, 2023 and certain other information for each of the directors with terms expiring at the Annual Meeting and for each of the continuing directors:

  5. Board of Directors and Corporate Governance

    | Name | Class | Age | Director since | Term Expires | Principal Occupation | Our Committee Membership | Other Public Company Boards | | Max Levchin | III | 48 | 2012 | 2023 | Founder, CEO and Chairman of Affirm Holdings, Inc. | — | 0 | | Jeremy Liew | III | 52 | 2013 | 2023 | Partner at Lightspeed Venture Partners | Compensation Committee (chair), Nominating and Governance Committee | 0 | | Libor Michalek | I | 50 | 2021 | 2024 | President of Affirm Holdings, Inc. | — | 0 | | Jenny J. Ming | II | 68 | 2021 | 2025 | Executive Coach with ExCo Leadership Development | Audit Committee, Nominating and Governance Committee | 1 | | Christa S. Quarles | II | 49 | 2018 | 2025 | Chief Executive Officer of Alludo | Audit Committee (chair), Compensation Committee | 1 | | Keith Rabois | II | 54 | 2013 | 2025 | General Partner at Founders Fund; Chief Executive Officer of Miami Labs, Inc. | — | 0 | | Jacqueline D. Reses | I | 53 | 2021 | 2024 | Chief Executive Officer of Lead Bank | Compensation Committee | 3 | | Manolo Sánchez† | II | 57 | 2023 | 2025 | Adjunct Professor at Rice University’s Jones Graduate School of Business | Audit Committee, Nominating and Governance Committee | 2 | | Noel Watson | I | 48 | 2022 | 2024 | Chief Financial Officer of LegalZoom.com, Inc. | Audit Committee | 0 | | James D. White* | III | 62 | 2021 | 2023 | Executive Chairman of Air Protein, Inc. | Compensation Committee, Nominating and Governance Committee (chair) | 3 |

  6. Board of Directors and Corporate Governance

    † Effective November 1, 2023 * Lead Independent Director

  7. Directors Nominees - Class III

    Directors Nominees - Class III

  8. Directors Nominees - Class III

    | Director Since 2012 Age: 48 Board Committees: None | MAX LEVCHIN Chairman and Chief Executive Officer of Affirm Holdings, Inc. | | | | Skills and Qualifications: –CEO Experience –Payments, Financial Services, FinTech –Bank Regulatory –Government/Public Service | –Venture Capital/Private Equity –Operational Experience –Business Development/M&A | | | Other Public Company Boards –None | Former Public Company Boards (During Past 5 Years) –None | | | Mr. Levchin is our Founder and has served as our Chairman and Chief Executive Officer (“CEO”) since our founding in 2012. Affirm was spun out of 2012 MRL Investments LLC (f/k/a HVF, LLC), an exploration company Mr. Levchin founded in 2011 to create and fund companies that leveraged large data sets in new ways. Mr. Levchin also helped create Yelp Inc., a consumer internet company, and co-founded PayPal, where he served as Chief Technology Officer from its founding until its sale to eBay in 2003. Mr. Levchin was selected to serve on our Board because of the perspective and experience he brings as our Founder and CEO, as well as his experience as a founder of several technology companies. | | | Director Since 2013 Age: 52 Board Committees: ▪Compensation Committee ▪Nominating and Governance Committee | JEREMY LIEW Partner, Lightspeed Venture Partners | | | | Skills and Qualifications: –Payments, Financial Services, FinTech –Financial Expertise –Operational Experience –Business Development/M&A | –Venture Capital/Private Equity –Bank Regulatory –Public Company Compensation Committee –Public Company Nominating/Governance Committee | | | Other Public Company Boards –None | Former Public Company Boards (During Past 5 Years) –The Honest Company (2011-2022) | | | Mr. Liew has been a Partner at Lightspeed Venture Partners, a venture capital firm, since 2006. Prior to joining Lightspeed, Mr. Liew was an executive at Netscape, AOL, Citysearch and IAC. Mr. Liew was selected to serve on our Board because of his substantial experience in overseeing multiple technology investments and his previous experience as a technology executive. | | | Director Since 2021 Age: 62 Board Committees: ▪Compensation Committee ▪Nominating and Governance Committee | JAMES D. WHITE Executive Chairman, Air Protein, Inc. | | | | Skills and Qualifications: –Current/Former CEO –Financial Expertise –Operational Experience –Venture Capital/Private Equity –Marketing, Brand | –Sales –Human Capital (Diversity, Equity and Inclusion) –Public Company Compensation Committee –Public Company Audit Committee –Public Company Nominating/Governance Committee | | | Other Public Company Boards –CAVA Group, Inc. –The Honest Company –The Simply Good Foods Company | Former Public Company Boards (During Past 5 Years) –Adtalem Global Education (2015-2021) –Medallia, Inc. (2020-2021) –Panera Bread Company-JAB Holdings (2016-2020) | | | Mr. White has served as our Lead Independent Director since September 2021. Mr. White has served as Executive Chairman of Air Protein, Inc. since 2020. Mr. White served for eight years, from 2008 to 2016, as the Chairman, President and Chief Executive Officer of Jamba Inc. Prior to that, from 2005 to 2008, Mr. White was Senior Vice President and General Manager of Safeway, Inc., a U.S. supermarket chain. From 1983 to 2005 Mr. White held management roles at Gillette, Nestle Purina and Coca-Cola. Mr. White was selected to serve on our Board due to his experience as a public company director and his experience as an executive. | |

  9. Directors Continuing in Office - Class I (Term Ending in 2024)

    Directors Continuing in Office - Class I (Term Ending in 2024)

  10. Directors Continuing in Office - Class I (Term Ending in 2024)

    | Director Since 2021 Age: 50 Board Committees: ▪None | LIBOR MICHALEK President, Affirm Holdings, Inc. | | | | Skills and Qualifications: –Payments, Financial Services, FinTech –Engineering, Technology, Innovation –Operational Experience | –Cybersecurity –Risk Management –Human Capital (Diversity, Equity and Inclusion) | | | Other Public Company Boards –None | Former Public Company Boards (During Past 5 Years) –None | | | Mr. Michalek has served as our President since December 2022 and previously served as our President, Technology, Risk and Operations from May 2021 to December 2022 and as our President, Technology from 2018 to May 2021. Mr. Michalek served as the Company’s Chief Technology Officer from 2015 to 2018. Prior to joining the Company, Mr. Michalek served as an Engineering Director at YouTube and Google. Prior to that, Mr. Michalek served as the Chief Technology Officer of Slide, a personal media-sharing service, which was acquired by Google in 2010. Mr. Michalek was selected to serve on our Board due to his deep software, systems, security, machine learning, and engineering experience. | | | Director Since 2021 Age: 53 Board Committees: ▪Compensation Committee | JACQUELINE D. RESES Chief Executive Officer, Lead Bank | | | | Skills and Qualifications: –Payments, Financial Services, FinTech –Engineering, Technology, Innovation –Current/Former CEO –Current/Former CFO –Financial Expertise –Operational Experience –Business Development/M&A –Public Company Audit Committee | –Venture Capital/Private Equity –Bank Regulatory –Legal, Government Relations –Risk Management –Human Capital (Diversity, Equity and Inclusion) –Government, Public Service –Public Company Compensation Committee –Public Company Nominating/Governance Committee | | | Other Public Company Boards –Endeavor Group Holdings, Inc. –Nu Holdings Ltd. –TaskUS, Inc. | Former Public Company Boards (During Past 5 Years) –Context Logic Inc. (2020-2021) –Intelsat (2019-2020) –Pershing Square Tontine Holdings, Ltd (2020-2022) –Social Capital Hedosophia Holdings Corp. (2018-2019) –Social Capital Hedosophia Holdings Corp III (2020-2021) | | | Ms. Reses has served as the Chief Executive Officer of Lead Bank since 2021. From October 2015 to October 2020, Ms. Reses served as Square Capital Lead of Block, Inc., a financial services and technology company, and Executive Chairman of its bank, Square Financial Services. From September 2012 to October 2015, Ms. Reses served as Chief Development Officer of Yahoo! Inc. Prior to Yahoo, Ms. Reses served as the head of the U.S. media group at Apax Partners Worldwide LLP, which she joined in 2001. Ms. Reses also spent seven years at Goldman Sachs in mergers and acquisitions and the principal investment area. Ms. Reses was selected to serve on our Board due to her experience as a director of various public companies and her leadership experience at technology companies. | | | Director Since 2022 Age: 48 Board Committees: ▪Audit Committee | NOEL WATSON Chief Financial Officer, LegalZoom.com, Inc. | | | | Skills and Qualifications: –Current/Former CFO –Audit Committee Financial Expert –Financial Expertise –Operational Experience | –Business Development/M&A –International, Global –Public Company Audit Committee | | | Other Public Company Boards –None | Former Public Company Boards (During Past 5 Years) –Zynga Inc. (2020-2022) | | | Mr. Watson has served as the Chief Financial Officer of LegalZoom.com, Inc., an online platform for legal and compliance solutions, since November 2020. Prior to joining LegalZoom, Mr. Watson served as Chief Financial Officer at TrueCar, Inc from June 2019 to November 2020. From April 2006 to June 2019, Mr. Watson served in roles of increasing responsibility at TripAdvisor, Inc., including as Vice President - Finance and Chief Accounting Officer. Mr. Watson was selected to serve on our Board due to his financial expertise and his experience on a public company audit committee. | |

  11. Directors Continuing in Office - Class II (Term Ending in 2025)

    Directors Continuing in Office - Class II (Term Ending in 2025)

  12. Directors Continuing in Office - Class II (Term Ending in 2025)

    | Director Since 2021 Age: 68 Board Committees: ▪Audit Committee ▪Nominating and Governance Committee | JENNY J. MING Executive Coach, ExCo Leadership Development | | | | Skills and Qualifications –Payments, Financial Services, FinTech –Engineering, Technology, Innovation –Current/Former CEO –Financial Expertise –Business Development/M&A –Sales –Bank Regulatory –Legal, Government Relations | –Cybersecurity –Risk Management –Sustainability –Government, Public Service –Academia –Public Company Audit Committee –Public Company Compensation Committee –Public Company Nominating/Governance Committee | | | Other Public Company Boards –Levi-Strauss & Co. | Former Public Company Boards (During Past 5 Years) –Poshmark (2019-2022) | | | Ms. Ming has served as an Executive Coach with ExCo Leadership Development since 2021. Previously, Ms. Ming was Chief Executive Officer of Charlotte Russe, a fast fashion specialty retailer of apparel and accessories catering to young women, from October 2009 to February 2019. In February 2019, Charlotte Russe filed a voluntary petition under Chapter 11 of the U.S. Bankruptcy Code. From March 1999 to October 2006, Ms. Ming served as President of Old Navy, a brand in The Gap Inc.’s portfolio. Ms. Ming joined Gap Inc. in 1986, serving in various executive roles for the Gap brand. Ms. Ming was selected to serve on our Board due to her experience serving as a director of a public company and her experience as a retail executive and co-founder of the Old Navy brand. As previously announced, Ms. Ming has resigned as a member of the Board effective October 31, 2023. | | | Director Since 2018 Age: 49 Board Committees: ▪Audit Committee ▪Compensation Committee | CHRISTA S. QUARLES Chief Executive Officer, Alludo | | | | Skills and Qualifications: –Current/Former CEO –Current/Former CFO –Audit Committee Financial Expert –Financial Expertise –Operational Experience –Business Development/M&A –Venture Capital/Private Equity | –Sales –Marketing, Brand –International, Global –Human Capital (Diversity, Equity and Inclusion) –Public Company Audit Committee –Public Company Compensation Committee –Public Company Nominating/Governance Committee | | | Other Public Company Boards –Kimberly-Clark Corporation | Former Public Company Boards (During Past 5 Years) –None | | | Ms. Quarles is the Chief Executive Officer and a Board Director of Alludo, a private software company backed by KKR. Prior to joining Alludo, Ms. Quarles served as Operating Partner of Advent International from 2019 to 2020 and the Chief Executive Officer of OpenTable, Inc., an online restaurant reservation service, from 2015 to 2018. Before OpenTable, Ms. Quarles served as the Chief Business Officer of NextDoor, Inc., a social networking company, from 2014 to 2015. Leading up to NextDoor, Ms. Quarles held positions of increasing responsibility with The Walt Disney Company. Ms. Quarles was selected to serve on our Board due to her financial expertise, her experience on a public company audit committee, and her leadership experience as the Chief Executive Officer of an e-commerce marketplace. | |

  13. Directors Continuing in Office - Class II (Term Ending in 2025)

    | Director Since 2013 Age: 54 Board Committees: ▪None | KEITH RABOIS General Partner, Founders Fund; Chief Executive Officer, Miami Labs, Inc. | | | | Skills and Qualifications: –Payments, Financial Services, FinTech –Engineering, Technology, Innovation –Current/Former CEO –Financial Expertise –Operational Experience –Business Development/M&A –Venture Capital/Private Equity | –Bank Regulatory –Legal, Government Relations –Risk Management –Human Capital (Diversity, Equity and Inclusion) –Public Company Audit Committee –Public Company Compensation Committee –Public Company Nominating/Governance Committee | | | Other Public Company Boards –None | Former Public Company Boards (During Past 5 Years) –None | | | Mr. Rabois has been a General Partner at Founders Fund since 2019 and has served as Chief Executive Officer of Miami Labs, Inc. since 2021. Prior to joining Founders Fund, Mr. Rabois served as a Managing Director at Khosla Ventures from 2013 to 2019. Mr. Rabois also served as the Chief Operating Officer of Square, an Executive Vice President of Strategy & Business Development at Slide, and as Vice President of Business & Corporate Development at LinkedIn. Mr. Rabois began his career in the industry as a senior executive at PayPal and has also practiced as an attorney at Sullivan & Cromwell. Mr. Rabois was selected to serve on our Board due to his experience as an executive of a payment processing platform, his experience as a venture capitalist, and his legal background. | | | Director Since 2023 Age: 57 Board Committees: ▪Audit Committee ▪Nominating and Governance Committee *Effective November 1, 2023 | Manuel (“Manolo”) Sánchez Adjunct Professor, Jones Graduate School of Business at Rice University | | | | Skills and Qualifications: –Payments, Financial Services, FinTech –Current/Former CEO –Audit Committee Financial Expert –Financial Expertise –Operational Experience –Business Development/M&A –Venture Capital/Private Equity –Bank Regulatory | –Legal, Government Relations –International, Global –Risk Management –Human Capital (Diversity, Equity and Inclusion) –Academia –Public Company Audit Committee –Public Company Compensation Committee –Public Company Nominating/Governance Committee | | | Other Public Company Boards –Fannie Mae –Stewart Information Services Corporation | Former Public Company Boards (During Past 5 Years) –Elevate Credit, Inc. (2021 - 2023) –OnDeck Capital, Inc. (2018 - 2021) | | | Mr. Sánchez is adjunct professor at Jones Graduate School of Business at Rice University and was president and CEO of Compass Bank, Inc., a U.S. subsidiary of Banco Bilbao Vizcaya Argentaria, S.A. (“BBVA“) from 2008-2017, during which time he served as director of the American Bankers Association, the Institute of International Bankers and the Greater Houston Partnership. Mr. Sánchez joined BBVA in 1990. Mr. Sánchez was selected to serve on our Board due to his experience in the banking industry, including in risk management, real estate, community, corporate and investment banking. His global insight, as well as his in-depth knowledge of banking and finance, provide valued expertise to the Company. | |

  14. Considerations in Evaluating Director Nominees

    Considerations in Evaluating Director Nominees Our Nominating and Governance Committee uses a variety of methods for identifying and evaluating potential director candidates. In its evaluation of director candidates, including the current directors eligible for re-election, our Nominating and Governance Committee will consider the current size and composition of our Board and the needs of our Board and the respective committees of our Board. Some of the qualifications that our Nominating and Governance Committee considers include, without limitation, experience and skills of particular relevance to us and the Board, accomplishments, superior credentials, business judgment, diversity, independence, area of expertise, time availability in light of other commitments, and the highest ethical and moral standards. Although our Board does not maintain a specific policy with respect to board diversity, our Board believes that the board should be a diverse body, and the Nominating and Governance Committee considers a broad range of backgrounds and experiences. In making determinations regarding nominations of directors, the Nominating and Governance Committee actively seeks to identify candidates who reflect diverse backgrounds, including diversity of race, ethnicity and gender. Specifically, in any formal search for Board candidates where an initial candidate pool is assembled, the Nominating and Governance Committee will include, and will request that any search firm that it engages for such a search include, qualified candidates with a diversity of race, ethnicity and gender in that initial candidate pool. After completing its review and evaluation of director candidates, our Nominating and Governance Committee recommends to our full Board the director nominees for selection.

  15. Non-Employee Director Compensation

    Non-Employee Director Compensation Our Board maintains a compensation policy for our non-employee directors (the “director compensation policy”) that is designed to attract, retain and reward our non-employee directors. The director compensation policy was originally developed with input from the Compensation Committee’s former independent compensation consultant, Compensia, Inc., taking into account existing practices and compensation levels at peer group companies. In June 2023, our Compensation Committee reviewed the director compensation policy and, with input from the Compensation Committee’s current compensation consultant, Semler Brossy Consulting Group, LLC, and taking into account existing practices and compensation levels at peer group companies, decided not to make any changes at that time. Pursuant to the terms of the director compensation policy, our non-employee directors receive the compensation described in the table below.

  16. Non-Employee Director Compensation

    | Cash Compensation(1) | | | | Annual retainer(2) | | $45,000 | | Lead Independent Director retainer | | $28,000 | | Additional annual retainers for committee service | Chair | Member | | Audit Committee | $25,000 | $12,500 | | Compensation Committee | $18,000 | $9,000 | | Nominating and Governance Committee | $10,000 | $5,000 | | Equity Compensation(3) | | | | Initial grant of RSUs(4) | | $500,000 | | Annual grant of RSUs(5) | | $200,000 |

  17. Non-Employee Director Compensation

    (1)Paid in quarterly installments in arrears and pro-rated for directors whose service commences or terminates during the year. (2)Prior to the start of the applicable fiscal year, directors may elect to receive the annual cash retainer in the form of RSUs. (3)Amounts represent the approximate grant date fair value of RSUs that will be settled in shares of our Class A common stock. All equity awards granted pursuant to the director compensation policy vest, in addition to the schedules below, upon a change in control of the Company. (4)This one-time award vests, subject to the director’s continued service, in equal annual installments on the first three anniversaries of the director’s commencement of service. (5)Award vests, subject to the director’s continued service, in full on the earlier of (i) the date of our next annual meeting of our stockholders (or the date immediately prior to our next annual meeting of our stockholders if the non-employee director’s service as a director ends at such meeting due to the director’s failure to be re-elected or the director not standing for re-election); or (ii) the first anniversary of the date of grant. We reimburse each non-employee director for ordinary, necessary, and reasonable out-of-pocket travel expenses to cover in-person attendance at and participation in meetings of our Board and any committee of the Board. Our directors who are also employees, Messrs. Levchin and Michalek, do not receive any additional compensation for their services as directors. The following table sets forth information regarding compensation earned by or paid to our non-employee directors during fiscal 2023.

  18. Fiscal 2023 Director Compensation Table

    Fiscal 2023 Director Compensation Table

  19. Fiscal 2023 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($) | Total ($) | | Jeremy Liew | 23,000 | 244,981 | — | 267,981 | | Jenny J. Ming | 62,500 | 199,995 | — | 262,495 | | Christa S. Quarles | 34,000 | 244,981 | — | 278,981 | | Keith Rabois(2) | — | — | — | — | | Jacqueline D. Reses | 11,644 | 244,981 | — | 256,625 | | Noel Watson(3) | 47,706 | 699,973 | — | 747,679 | | James D. White | 47,000 | 244,981 | — | 291,981 |

  20. Fiscal 2023 Director Compensation Table

    (1) Reported amounts represent the aggregate grant date fair value of RSUs granted during fiscal 2023, as computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. See Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for fiscal 2023 for the assumptions used in calculating the grant date fair value. The grant date fair value does not necessarily correspond to the actual economic value that may be realized for these awards. As of June 30, 2023, our non-employee directors had the following RSUs outstanding: Mr. Liew-19,325, Ms. Ming-20,110, Ms. Quarles-19,325, Mr. Rabois-0, Ms. Reses-22,727, Mr. Watson-38,296 and Mr. White-22,727. (2) Mr. Rabois waived his right to any non-employee director compensation in fiscal 2023. (3) Mr. Watson joined as a director on September 1, 2022.

  21. PROPOSAL NO. 1: ELECTION OF DIRECTORS

    PROPOSAL NO. 1: ELECTION OF DIRECTORS Our Board is currently composed of nine members. In accordance with our certificate of incorporation, our Board is divided into three classes with staggered three-year terms. One class is elected each year at the annual meeting of stockholders for a term of three years. At the Annual Meeting, three Class III directors will be elected for a three-year term to succeed the same class whose term is then expiring. Each director’s term continues until the election and qualification of such director’s successor, or such director’s earlier death, resignation or removal.

  22. Fiscal 2023 Executive Compensation Highlights

    Fiscal 2023 Executive Compensation Highlights The Compensation Committee took the following key actions with respect to the compensation of our named executive officers for and during fiscal 2023: •Base Salaries. In connection with the Compensation Committee's annual review of our executive compensation program, the Committee maintained the annual base salaries of our named executive officers (other than our CEO) at their fiscal 2022 levels. In addition, in June 2022, the Board increased our CEO's base salary effective as of July 1, 2022 to align with minimum wage requirements under applicable San Francisco laws in effect at that time. •Annual Cash Incentive Plan. The Compensation Committee set short-term financial and operational performance targets under our annual cash incentive plan for our named executive officers (other than our CEO), as well as a funding gate, whereby no payout under the cash incentive plan would occur unless the Company achieved a certain level of total revenue. We did not meet this funding gate and therefore did not approve any annual cash incentive plan payments for fiscal 2023. •Long-Term Incentive Compensation. The Compensation Committee approved grants to our named executive officers (other than our CEO) of time-vesting options to purchase shares of our Class A common stock and time-vesting grants of restricted stock units, or RSUs, with time-based vesting that upon vesting will settle in shares of our Class A common stock. Equity awards granted in fiscal 2023 to our named executive officers (other than our CEO) serve to align the interests of our named executive officers with those of our stockholders and help to retain our executives over the four-year vesting period.

  23. Pay-for-Performance

    Pay-for-Performance We believe our compensation program attracts, motivates, rewards and retains our executives by aligning their interests with those of stockholders. To ensure this alignment, to motivate individual initiative and effort, and reward results, a substantial portion of our named executive officers’ target annual total direct compensation opportunity is both variable in nature and “at-risk.” We emphasize variable compensation that appropriately rewards our named executive officers through two separate compensation elements: •First, our named executive officers (other than our CEO) participate in our annual cash incentive plan, which provides those officers with the opportunity to earn cash incentive payments based on achievement of short-term financial and operational performance targets set by the Compensation Committee. The performance measures, including the funding gate, applicable to our cash incentive plan in fiscal 2023 are described below. •Second, for our named executive officers (other than our CEO), we grant time-vesting options to purchase shares of our Class A common stock and time-vesting RSUs that will settle in shares of our Class A common stock. The options and RSUs granted in fiscal 2023 vest in equal monthly installments for a period of 48 months, subject to the recipient’s continued service as of each vesting date. The value of these awards is closely linked to the value of our Class A common stock, thereby aligning the interests of our named executive officers with those of our stockholders. We believe that this design provides balanced incentives for our named executive officers to drive both short-term financial performance and long-term growth.

  24. Executive Compensation Policies and Practices

    | What We Don’t Do | | | ✗ | No Executive Retirement Plans. We do not currently offer defined benefit pension plans or any non-qualified deferred compensation plans or arrangements to our named executive officers. Our named executive officers are eligible to participate in our 401(k) retirement plan on the same basis as our other employees. | | ✗ | Limited Perquisites. Perquisites or other personal benefits are not a significant part of our compensation program for our named executive officers. While the Company provides our CEO with personal security services, the Compensation Committee believes that amounts paid by the Company for these security services have been reasonable, necessary and for the Company’s benefit. | | ✗ | No Excise Tax Payments on Future Post-Employment Compensation Arrangements. We do not provide our named executive officers with excise tax reimbursement payments (including “gross-ups”) on payments or benefits contingent upon a change in control of the Company. | | ✗ | No Special Health or Welfare Benefits. We do not provide our named executive officers with any health or welfare benefit programs, other than participation in our broad-based employee programs on the same basis as our other full-time, salaried employees. | | ✗ | No Hedging of Company Stock. Under our Insider Trading Policy, our employees, including our named executive officers, and the members of our Board are prohibited from making short sales and engaging in transactions in publicly traded options, warrants, puts and calls or similar instruments with respect to our securities. This includes any hedging or similar transaction designed to decrease the risks associated with holding our common stock. |

  25. Executive Compensation Philosophy and Objectives

    Executive Compensation Philosophy and Objectives Our executive compensation program is guided by our overarching philosophy of paying for high and demonstrable performance. We strive to compensate our named executive officers in a manner that is competitive, rewards achievement of our business objectives, and aligns the interests of our named executive officers with those of our stockholders. Consistent with this philosophy, we have designed our executive compensation program to achieve the following primary objectives: •provide market competitive compensation and benefit levels that will attract, motivate, reward and retain our named executive officers within the context of responsible cost management; •establish a direct link between our financial and operational objectives and the compensation of our named executive officers; •align the interests and objectives of our named executive officers with those of our stockholders by linking their long-term incentive compensation opportunities to stockholder value creation and their cash incentives to our annual performance; and •offer total compensation opportunities to our named executive officers that are competitive, internally consistent and fair. Generally, we structure the annual compensation of our named executive officers using three principal elements: base salary, annual cash incentive opportunities, and long-term incentive compensation opportunities in the form of equity awards.

  26. Role of the Compensation Consultant

    Role of the Compensation Consultant The members of the Compensation Committee have the authority to retain an external compensation consultant to assist them by providing information, analysis and other advice relating to the compensation of our named executive officers, including the authority to approve the consultant’s reasonable fees and other retention terms. The compensation consultant reports directly to the Compensation Committee and its chair and serves at the discretion of the Compensation Committee, which reviews the engagement annually. In fiscal 2023, the Compensation Committee engaged Compensia, a national compensation consulting firm, to serve as its compensation consultant to advise on executive compensation matters, including competitive market pay practices for our named executive officers, and with the data analysis and selection of the compensation peer group. In March 2023, the Compensation Committee ended its engagement of Compensia and engaged Semler Brossy, a national compensation consulting firm, as its new compensation consultant. During fiscal 2023, representatives of Compensia or Semler Brossy, as applicable, attended the meetings of the Compensation Committee, both with and without management present, as requested and provided various services, including the following: •the review, analysis, and selection of our compensation peer group; •the review and analysis of the base salary levels, annual cash incentive opportunities, and long-term incentive compensation opportunities of our named executive officers against competitive market data based on the companies in our compensation peer group and in selected compensation surveys; •an assessment of executive compensation trends within our industry, and update on corporate governance and regulatory issues and developments; •an executive compensation risk assessment; •consultation with the Compensation Committee chair or the independent directors between meetings; •the review and input into the design of our incentive plans; and •support on other ad hoc matters throughout the fiscal year. The terms of Compensia’s and Semler Brossy’s respective engagements include reporting directly to the Compensation Committee chair. During fiscal 2023, neither Compensia nor Semler Brossy provided any other services to us. The Compensation Committee has evaluated its relationships with Compensia and Semler Brossy, respectively, to assess each compensation consultant’s independence from management. This evaluation process included a review of the respective services that each of Compensia and Semler Brossy provided during fiscal 2023 and the fees associated with those services. Based on this review, as well as consideration of the factors affecting independence set forth in Exchange Act Rule 10C-1(b)(4), Rule 5605(d)(3)(D) of the NASDAQ Marketplace Rules, and such other factors as were deemed relevant under the circumstances, the Compensation Committee has determined that no conflict of interest was raised as a result of the work performed by Compensia or Semler Brossy, respectively.

  27. Setting Base Salaries, Long-Term Incentive Compensation Opportunities and Annual Incentive Compensation Opportunities

    Setting Base Salaries, Long-Term Incentive Compensation Opportunities and Annual Incentive Compensation Opportunities The Compensation Committee reviews the base salary levels, long-term incentive compensation opportunities and annual incentive compensation arrangements of our named executive officers at the beginning of each calendar or fiscal year, or more frequently as warranted. Adjustments are generally effective at the beginning of the calendar or fiscal year, as applicable. The Compensation Committee does not establish a specific target for formulating the base salaries, long-term incentive opportunities and annual incentive compensation opportunities of our named executive officers. In making decisions about the compensation of our named executive officers (other than the compensation of our CEO), the members of the Compensation Committee consider a variety of factors, including the following:

  28. Setting Base Salaries, Long-Term Incentive Compensation Opportunities and Annual Incentive Compensation Opportunities

    | Factors Considered by the Compensation Committee in Determining Compensation | | •our executive compensation program objectives | | •our performance against the financial and operational objectives established by our Board | | •each individual named executive officer’s knowledge, skills, experience, qualifications and tenure | | •the scope of each named executive officer’s role and responsibilities compared to other similarly situated executives at the companies in our compensation peer group and in selected compensation surveys | | •the prior performance of each individual named executive officer, based on a subjective assessment of his or her contributions to our overall performance, ability to lead his or her business unit or function and work as part of a team, all of which reflect our core values | | •the potential of each individual named executive officer to contribute to our long-term financial and operational objectives | | •compensation parity among our named executive officers | | •our financial performance relative to our compensation and performance peers | | •the compensation practices of our compensation peer group and in selected compensation surveys and the positioning of each named executive officer’s compensation in a ranking of peer company compensation levels based on an analysis of competitive market data | | •the recommendations of our CEO with respect to the compensation of our named executive officers (except with respect to his own compensation) |

  29. Setting Base Salaries, Long-Term Incentive Compensation Opportunities and Annual Incentive Compensation Opportunities

    These factors provide the framework for compensation decision-making regarding the compensation opportunity for each named executive officer. No single factor is determinative in setting compensation levels, nor is the impact of any individual factor on the determination of compensation levels quantifiable. The members of the Compensation Committee do not weigh these factors in any predetermined manner, nor do they apply any formulas in making their compensation decisions or recommendations. The members of the Compensation Committee consider this information in light of their individual experience, knowledge of the Company, knowledge of the competitive market, knowledge of each named executive officer and business judgment in making their decisions and recommendations. The members of the Compensation Committee do not engage in benchmarking against other companies’ compensation programs or practices to set compensation levels or make specific compensation decisions with respect to our named executive officers. Instead, in making its determinations, the members of the Compensation Committee review information summarizing the compensation at a representative group of peer companies and in selected compensation surveys, to the extent that the executive positions at these companies are considered comparable to our positions and informative of the competitive environment, to gain a general understanding of market compensation levels.

  30. Competitive Positioning

    Competitive Positioning The Compensation Committee believes that peer group comparisons are useful guides to evaluate the competitiveness of our executive compensation program and related policies and practices. For purposes of assessing the compensation of our named executive officers against the competitive market, the Compensation Committee reviews and considers the compensation levels and practices of a select group of peer companies. This compensation peer group consists primarily of technology companies that are similar to us in terms of revenue, market capitalization, and industry focus. The competitive data drawn from this compensation peer group is only one of several factors considered in making decisions and recommendations with respect to the compensation of our named executive officers. The compensation peer group for purposes of setting fiscal 2023 compensation of our named executive officers, which was developed by the Compensation Committee in June 2022 with the assistance of Compensia, was composed of publicly traded technology companies against which we compete for executive talent. In identifying and recommending the companies to comprise the compensation peer group, the Compensation Committee and Compensia considered the following primary criteria: •publicly traded companies headquartered in the United States or Canada and traded on a major United States stock exchange within related or adjacent industries as us; •similar revenues – within a range of ~0.5x to ~2.0x of our then trailing four fiscal quarters’ revenue of approximately $1,247 million (approximately $624 million to approximately $2,494 million); and •similar market capitalization – within a range of ~0.25x to ~4.00x of our then 200-day average market capitalization of approximately $23.7 billion (approximately $5.9 billion to approximately $94.8 billion). This compensation peer group for purposes of determining the fiscal 2023 compensation of our named executive officers consisted of the following companies:

  31. Fiscal 2023 Peer Group(1)

    Fiscal 2023 Peer Group(1)

  32. Fiscal 2023 Peer Group(1)

    | Bill.com Holdings | Fair Isaac | Paychex | The Trade Desk | Zscaler | | Block | HubSpot(2) | Paycom Software | Tradeweb Markets(2) | | | Coupa Software | MarketAxess Holdings | Paylocity Holding | Upstart Holdings(2) | | | Datadog | MongoDB(2) | Shopify | WEX | | | Dropbox | Okta | SoFi Technologies(2) | Zendesk | |

  33. Fiscal 2023 Peer Group(1)

    (1) The following companies were removed from the peer group used to evaluate fiscal 2023 compensation decisions: Afterpay, Proofpoint, Lemonade and Q2 Holdings. These companies were removed due to a difference in size and scale or lack of available compensation data following an acquisition. (2) Represents a new peer company for fiscal 2023, which was selected based on the peer group selection criteria outlined above. This compensation peer group was used by the Compensation Committee and independent directors as a reference for understanding the competitive market for executive positions in our industry. The Compensation Committee and independent directors also reviewed survey data from Radford Global Technology Survey for software companies with similar size, scale, complexity, and geographic location as a reference when determining the total compensation packages for our named executive officers, including base salary, annual cash incentive opportunities and long-term incentive compensation opportunities. The Compensation Committee reviews our compensation peer group at least annually and makes adjustments to its composition if warranted, taking into account changes in both our business and the businesses of the companies in the compensation peer group.

  34. Compensation Elements

    Compensation Elements Generally, our executive compensation program consists of three principal elements – base salary, annual cash incentive opportunities, and long-term incentive compensation in the form of equity awards:

  35. Compensation Elements

    | Element | Type of Element | Compensation Element | Objective | | Base Salary | Fixed | Cash | Attract and retain executives by providing fixed compensation amounts that are competitive in the market and reward performance | | Annual Cash Incentive Opportunities | Variable | Cash | Motivate our executives to achieve annual business objectives and provide financial incentives when we meet or exceed these objectives | | Long-Term Incentive Compensation in the Form of Equity Awards | Variable | Equity awards in the form of options to purchase shares of our Class A common stock and RSU awards that settle for shares of our Class A common stock | Align the interests of our executives and our stockholders by motivating them to create sustainable long-term stockholder value |

  36. Annual Cash Incentive Plan Opportunities: Cash Incentive Plan

    Annual Cash Incentive Plan Opportunities: Cash Incentive Plan We use a cash incentive plan to provide our named executive officers (other than our CEO) with the opportunity to earn cash incentive plan awards based upon the achievement of Company short-term financial and operational performance goals. We use the cash incentive plan to motivate our named executive officers (other than our CEO) to achieve our financial and operational performance goals. Mr. Levchin does not participate in the cash incentive plan. Pursuant to the cash incentive plan, the Compensation Committee establishes a target cash incentive plan opportunity for each participant in the plan with actual awards payable based on actual performance against established financial and operational goals during the applicable performance period. For fiscal 2023, the performance period was July 1, 2022 through June 30, 2023. To be eligible to earn cash incentive plan awards, a participant has to remain continually employed by us through the end of the applicable performance period. Earned cash incentive plan awards, if any, are paid in cash within two and one-half months following the end of the applicable performance period and after the Compensation Committee has determined and certified the level of performance achieved and the amount of the cash incentive plan awards earned. Fiscal 2023 Target Cash Incentive Plan Opportunities Pursuant to the cash incentive plan, the Compensation Committee established a target cash incentive plan opportunity for each named executive officer (other than our CEO) based upon a specific percentage of each named executive officer’s actual base salary paid during the applicable performance period. In setting these percentages, the Compensation Committee took into consideration a competitive market analysis prepared by Compensia and the recommendations of our CEO, as well as the other factors described in “Compensation-Setting Process—Setting Base Salaries, Long-Term Incentive Compensation Opportunities and Annual Incentive Compensation Opportunities” above. Taking those factors into consideration, the Compensation Committee decided to retain for fiscal 2023 the same target cash incentive plan opportunity percentages for the named executive officers as were in effect at the end of fiscal 2022. In making that decision, the Compensation Committee noted that, due to the fact that Ms. Adkins’ target cash incentive plan opportunity had been increased from 50% to 60% at the midpoint of fiscal 2022, Ms. Adkins’ full-year fiscal 2023 target cash incentive plan opportunity would be five percentage points higher than her full-year fiscal 2022 55% pro-rated target cash incentive plan opportunity. The target cash incentive plan opportunities of our named executive officers for fiscal 2023 were as follows:

  37. Annual Cash Incentive Plan Opportunities: Cash Incentive Plan

    | Named Executive Officer | Fiscal 2023 Target Cash Incentive Plan Opportunity (as a percentage of base salary) | Fiscal 2023 Target Cash Incentive Plan Opportunity ($) | | Max Levchin(1) | — | — | | Michael Linford | 75% | 356,250 | | Libor Michalek | 75% | 356,250 | | Katherine Adkins | 60% | 255,000 |

  38. Annual Cash Incentive Plan Opportunities: Cash Incentive Plan

    (1) Mr. Levchin does not participate in the cash incentive plan. Performance Measures During fiscal 2023, participants in the cash incentive plan were eligible to receive cash incentive plan awards based upon Company achievement against important financial and operational performance measures selected by the Compensation Committee. In September 2022, the Compensation Committee selected three performance measures: network size (weighted 42.5%); total revenue (weighted 32.5%); and adjusted operating income (loss) (weighted 25.0%). In addition to the selected corporate measures, the Compensation Committee also established a funding gate, whereby no payout under the cash incentive plan would occur unless the Company achieved a certain level of total revenue. The Compensation Committee believed these performance measures were appropriate because they were strong indicators of the successful execution of our business objectives for fiscal 2023. The Compensation Committee also believed these measures provided a strong emphasis on growth while managing expenses and strengthening our customer and merchant relationships. Lastly, the Compensation Committee believed these measures would influence the creation of sustainable long-term stockholder value. The performance measures for fiscal 2023 were defined as follows:

  39. Annual Cash Incentive Plan Opportunities: Cash Incentive Plan

    | Fiscal 2023 Performance Measures | | Network size: a blended measure of active consumers, gross merchandise volume, and revenue less transaction costs where: –“active consumers” meant the total number of consumers who engaged in at least one transaction on the Company’s platform during fiscal 2023; –“gross merchandise volume” meant total dollar amount of all transactions on the Company’s platform during fiscal 2023, net of refunds; and –“revenue less transaction costs” meant total net revenue less the sum of loss on loan purchase commitment, provision for credit losses, funding costs, and processing and servicing expense, each determined in accordance with GAAP for fiscal 2023 | | Total revenue: our GAAP total net revenue for fiscal 2023, as reflected in our audited financial statements for fiscal 2023 | | Adjusted operating income (loss): our GAAP operating income (loss) for fiscal 2023, adjusted to exclude: –depreciation and amortization expense –stock-based compensation expense included in GAAP operating income (loss) –amortization expense associated with a commercial agreement asset –expense associated with cash incentive plan awards earned during fiscal 2023 –certain other items as set forth in the reconciliation of adjusted operating income (loss) to GAAP operating income (loss) included in Appendix A to this proxy statement |

  40. Annual Cash Incentive Plan Opportunities: Cash Incentive Plan

    In September 2022, the Compensation Committee set the total revenue funding gate level and the threshold, target, and stretch achievement level for each of the performance measures for fiscal 2023. If achievement against the total revenue funding gate was at or above the level set by the Compensation Committee, the cash incentive plan would be funded. A performance multiplier would apply based on the performance measures and actual performance achievement relative to the measures. The performance multiplier was to be determined based on weighted average actual performance against the three performance measures. The performance multiplier could range from 50%, if the minimum, or threshold, level of performance was achieved for all three measures, to 150%, if the Company met or exceeded the maximum, or stretch, level of performance for all three measures. The performance multiplier was 100% if a target level of performance was achieved for all three measures. Achievement levels and performance multiplier percentages for performance between the threshold and target performance levels and between the target and stretch performance levels were to be calculated using straight-line interpolation. For fiscal 2023, the Compensation Committee set the total revenue funding gate level at $1.675 billion. The threshold, target, and stretch performance levels for each of the three performance measures are set forth in the table below:

  41. Annual Cash Incentive Plan Opportunities: Cash Incentive Plan

    | Performance Measure | Threshold | Target | Stretch | | Network Size | 90% | 100% | 110% | | Total Revenue (in billions) | $1.73 | 1.93 | 2.12 | | Adjusted Operating Income (Loss) (in millions) | $(73.15) | (66.50) | (59.85) |

  42. Annual Cash Incentive Plan Opportunities: Cash Incentive Plan

    Cash Incentive Plan Payments Under the cash incentive plan, payments are made based on our performance with respect to each of the performance measures and the extent to which each objective was achieved for the year. The Compensation Committee did not make any discretionary adjustments to the cash incentive plan payments made to the named executive officers during fiscal 2023. The actual performance, percentage achievement and applicable performance multipliers with respect to each performance measure, as determined by the Compensation Committee based on actual Company performance, are set forth in the table below.

  43. Annual Cash Incentive Plan Opportunities: Cash Incentive Plan

    | Performance Measure | Weighting | Actual Performance | Percentage Achievement versus Target Performance | Applicable Performance Multiplier | | Network Size | 42.5% | 80% | <50% | —% | | Total Revenue | 32.5% | $1.59 billion | <50% | —% | | Adjusted Operating Income (Loss) | 25.0% | $(72.3 million) | <50% | —% | | Total | 100.0% | — | <50% | —% |

  44. Annual Cash Incentive Plan Opportunities: Cash Incentive Plan

    The following table sets forth the target cash incentive plan opportunities and the actual cash incentive plan payments made to our named executive officers for fiscal 2023. Based on fiscal 2023 total revenue, the Compensation Committee determined that the total revenue funding gate was not achieved and therefore did not approve any annual cash incentive plan payments for fiscal 2023.

  45. Annual Cash Incentive Plan Opportunities: Cash Incentive Plan

    | Named Executive Officer | Target Cash Incentive Plan Opportunity (as a percentage of base salary) | Target Cash Incentive Plan Opportunity ($) | Actual Cash Incentive Plan Payment (as a percentage of Target Cash Incentive Plan Opportunity) | Actual Cash Incentive Plan Payment ($) | | Max Levchin | —% | — | —% | — | | Michael Linford | 75% | 356,250 | 0% | 0 | | Libor Michalek | 75% | 356,250 | 0% | 0 | | Katherine Adkins | 60% | 255,000 | 0% | 0 |

  46. Long-Term Equity Incentive Compensation

    Long-Term Equity Incentive Compensation As a technology company that encounters significant competition for qualified personnel, long-term incentive compensation plays a critical role in our ability to attract, hire, motivate, reward, and retain qualified and experienced executives. The use of long-term incentive compensation in the form of equity awards is necessary for us to compete for qualified executives without significantly increasing cash compensation and is the most important element of our executive compensation program. We use equity awards to incentivize and reward our named executive officers for long-term corporate performance based on the value of our Class A common stock and, thereby, to align their interests with the interests of our stockholders. The realized value of these equity awards bears a direct relationship to our stock price, and, therefore, these awards serve as an incentive for our named executive officers to create sustainable value for our stockholders. Equity awards also help us retain our named executive officers in a highly competitive market. Chief Executive Officer Long-Term Equity Award As previously disclosed in the proxy statement for our 2021 Annual Meeting of Stockholders, we granted a special equity award to our CEO in advance of our IPO in fiscal 2021 (the “Value Creation Award”). The Value Creation Award is divided into ten tranches that Mr. Levchin may earn by satisfying a performance condition within a five-year period from the date of grant. Once earned as a result of satisfying the performance condition, each earned tranche of Mr. Levchin’s Value Creation Award becomes vested and exercisable over a five-year period commencing on the date of grant, subject to Mr. Levchin’s continued service to the Company, in annual amounts equal to 15%, 15%, 20%, 25%, and 25%, respectively. The performance condition for each tranche is satisfied on the date the 90 average trading day volume weighted share price of our Class A common stock exceeds an established stock price hurdle. These stock price hurdles, which were set based on a target percentage of growth from the IPO price of $49 per share, ranging from $65.66 per share to $371.91 per share. Each stock price hurdle will be equitably adjusted to reflect any stock splits, stock dividends or other restructurings impacting our Class A common stock. Any portion of the Value Creation Award that has not been earned by the fifth anniversary of the grant date will be forfeited. As of June 30, 2023, the first four tranches of the Value Creation Award had been earned. No tranches were earned in fiscal 2023. Long-Term Equity Awards of Our Other Named Executive Officers In fiscal 2023, we used a combination of options and time-vesting RSU awards that settle for shares of our Class A common stock as long-term incentives for our named executive officers (other than our CEO). We believe that because options provide for an economic benefit only in the event that our stock price increases over the exercise price of the option, these awards effectively align the interests of these named executive officers with those of our stockholders and provide these named executive officers with a significant incentive to manage our business from the perspective of an owner with an equity stake in the business. In addition, because the value of RSU awards increases with any increase in the value of the underlying shares, RSU awards can also provide incentives that are aligned with the interests of our stockholders. In determining the size of the equity awards to be granted to our named executive officers, the Compensation Committee exercises its judgment as to the appropriate size of the awards after considering, among other factors, a competitive market analysis prepared by Compensia, the outstanding equity holdings of each named executive officer (including the current economic value of his or her unvested equity holdings and the ability of these unvested holdings to satisfy our retention objectives), the projected impact of the proposed awards on our earnings, the proportion of our total shares outstanding used for annual employee long-term incentive compensation awards (our “burn rate”) in relation to the annual burn rate ranges of the companies in our compensation peer group and other recently-public technology companies, the potential voting power dilution to our stockholders in relation to the median practice of the companies in our compensation peer group and the other factors described in “Compensation-Setting Process—Setting Base Salaries and Long-Term Incentive Compensation Opportunities” above. Based upon these factors, the Compensation Committee determines the size of each award at levels it considers appropriate to create a meaningful opportunity for reward predicated on the creation of long-term stockholder value.

  47. Total Equity Awards Granted in Fiscal 2023

    Total Equity Awards Granted in Fiscal 2023

  48. Total Equity Awards Granted in Fiscal 2023

    | Named Executive Officer | Option Shares (#) | RSUs (#) | | Max Levchin | — | — | | Michael Linford | 204,750 | 112,107 | | Libor Michalek | 204,750 | 112,107 | | Katherine Adkins | 122,850 | 67,264 |

  49. Total Equity Awards Granted in Fiscal 2023

    The equity awards granted to our named executive officers during fiscal 2023 are also set forth in the “Fiscal 2023 Summary Compensation Table” and the “Fiscal 2023 Grants of Plan-Based Awards Table” below.

  50. Accounting for Stock-Based Compensation

    Accounting for Stock-Based Compensation The Compensation Committee takes accounting considerations into account in designing compensation plans and arrangements for our executive officers and other employees. Chief among these is FASB ASC Topic 718, the standard which governs the accounting treatment of certain stock-based compensation. Among other things, FASB ASC Topic 718 requires us to record a compensation expense in our income statement for all equity awards granted to members of our Board, our executive officers and other employees. This compensation expense is based on the grant date “fair value” of the equity award and, in most cases, will be recognized ratably over the award’s requisite service period (which, generally, will correspond to the award’s vesting schedule). This compensation expense is also reported in the compensation tables below, even though recipients may never realize any value from their equity awards.

  51. Fiscal 2023 Summary Compensation Table

    Fiscal 2023 Summary Compensation Table The following table shows the compensation awarded to, earned by or paid to our named executive officers for fiscal 2023, 2022 and 2021, as applicable.

  52. Fiscal 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($) | Total ($) | | Max Levchin | 2023 | 35,340 | — | — | — | — | 374,467(3) | 409,807 | | CEO | 2022 | 29,122 | — | — | — | — | 449,143(3) | 478,265 | | | 2021 | 10,000 | — | — | 451,052,591 | — | 145,135(3) | 451,207,726 | | Michael Linford | 2023 | 475,000 | — | 2,499,986 | 2,499,998 | — | — | 5,474,984 | | Chief Financial Officer | 2022 | 457,500 | — | — | 6,499,994 | 367,315 | — | 7,324,809 | | | 2021 | 417,083 | — | 5,347,251 | 7,619,789 | 192,555 | — | 13,576,678 | | Libor Michalek | 2023 | 475,000 | — | 2,499,986 | 2,499,998 | — | — | 5,474,984 | | President | 2022 | 470,000 | — | — | 6,499,994 | 377,351 | — | 7,347,345 | | | 2021 | 431,667 | — | 3,220,073 | 9,736,383 | 203,496 | — | 13,591,619 | | Katherine Adkins(4) | 2023 | 425,000 | — | 1,499,987 | 1,499,999 | — | — | 3,424,986 | | Chief Legal Officer | 2022 | 395,000 | — | 4,000,038 | 4,068,849 | 234,172 | — | 8,698,059 |

  53. Fiscal 2023 Summary Compensation Table

    (1)The amounts reported represent the aggregate grant date fair value of RSU awards and options granted to the named executive officers during the fiscal years ended June 30, 2023, 2022 and 2021, calculated in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the awards reported in this column are set forth in the notes to our consolidated financial statements included in our Annual Report on Form 10-K for fiscal 2023. The amounts reported in this column reflect the accounting cost for these awards and do not correspond to the actual economic value that may be received by the named executive officer upon the sale of any of the underlying shares of Class A common stock. (2)For fiscal 2023, the performance period for the cash incentive plan was July 1, 2022 through June 30, 2023. The Compensation Committee determined that the total revenue funding gate was not achieved in and therefore did not approve any annual cash incentive plan payments for fiscal 2023. For more information, please see the section entitled "—Compensation Discussion and Analysis—Fiscal 2023 Executive Compensation Highlights." For fiscal 2022, the performance period for the cash incentive plan was July 1, 2021 through June 30, 2022. For fiscal 2021, the performance period for the cash incentive plan was January 1, 2021 through June 30, 2021. (3)The fiscal 2023 amount reported includes $373,366 in personal security services and a $1,101 product testing stipend provided to Mr. Levchin. The fiscal 2022 amount reported includes $448,084 in personal security services and a $1,059 product testing stipend provided to Mr. Levchin. The fiscal 2021 amount reported includes $143,985 in personal security services and a $1,150 product testing stipend provided to Mr. Levchin. Although reported in this column as compensation paid to Mr. Levchin, the Company considers the cost of the personal security services to be a business expense and not a personal benefit to Mr. Levchin. (4)Ms. Adkins was not a named executive officer prior to fiscal 2022.

  54. Fiscal 2023 Grants of Plan-Based Awards Table

    Fiscal 2023 Grants of Plan-Based Awards Table The following table provides information concerning each grant of an award made during fiscal 2023 to our named executive officers under any incentive or equity compensation plan. This information supplements the information about these awards set forth in the Fiscal 2023 Summary Compensation Table.

  55. Fiscal 2023 Grants of Plan-Based Awards Table

    | Name | Grant Date | Approval Date | Estimated future payouts under non-equity incentive plan awards(1) | | | Estimated future payouts under equity incentive plan awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | All Other Option Awards: Number of Securities Underlying Options (#)(2) | Exercise or Base Price of Option Awards ($) | Grant Date Fair Value of Stock Awards ($)(3) | | | | | Threshold ($) | Target ($) | Max ($) | Threshold (#) | Target (#) | Max (#) | | | | | | Max Levchin | — | — | — | — | — | — | — | — | — | — | — | — | | Michael Linford | 7/1/22 | 9/11/23 | 178,125 | 356,250 | 534,375 | — | — | — | — | — | — | — | | | 9/16/22 | 9/16/22 | — | — | — | — | — | — | — | 204,750 | 22.30 | 2,499,998 | | | 9/16/22 | 9/16/22 | — | — | — | — | — | — | 112,107 | — | — | 2,499,986 | | Libor Michalek | 7/1/22 | 9/11/23 | 178,125 | 356,250 | 534,375 | — | — | — | — | — | — | — | | | 9/16/22 | 9/16/22 | — | — | — | — | — | — | — | 204,750 | 22.30 | 2,499,998 | | | 9/16/22 | 9/16/22 | — | — | — | — | — | — | 112,107 | — | — | 2,499,986 | | Katherine Adkins | 7/1/22 | 9/11/23 | 127,500 | 255,000 | 382,500 | — | — | — | — | — | — | — | | | 9/16/22 | 9/16/22 | — | — | — | — | — | — | — | 122,850 | 22.30 | 1,499,999 | | | 9/16/22 | 9/16/22 | — | — | — | — | — | — | 67,264 | — | — | 1,499,987 |

  56. Fiscal 2023 Grants of Plan-Based Awards Table

    (1)Reflects threshold, target and maximum potential payments for awards granted under the cash incentive plan as described under “—Compensation Discussion and Analysis—Compensation Elements—Annual Cash Incentive Opportunities: Cash Incentive Plan.” Under the terms of the cash incentive plan, the named executive officers (other than Mr. Levchin) are eligible to receive cash awards subject to the achievement of pre-established performance measures. Based on fiscal 2023 total revenue, the Compensation Committee determined that the total revenue funding gate was not achieved and therefore did not approve any annual cash incentive plan payments for fiscal 2023. (2)All RSU awards and options were granted pursuant to the 2012 Stock Plan. (3)The amounts reported represent the aggregate grant date fair value of the RSU awards and options granted to the named executive officers calculated in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the awards reported in this column are set forth in the notes to our consolidated financial statements included in our Annual Report on Form 10-K for fiscal 2023. The amounts reported in this column reflect the accounting cost for these awards and do not correspond to the actual economic value that may be received by the named executive officer upon the sale of any of the underlying shares of Class A common stock.

  57. Fiscal 2023 Outstanding Equity Awards as of Fiscal Year-End Table

    Fiscal 2023 Outstanding Equity Awards as of Fiscal Year-End Table The following table sets forth certain information about outstanding equity awards granted to our named executive officers that remained outstanding as of June 30, 2023.

  58. Fiscal 2023 Outstanding Equity Awards as of Fiscal Year-End Table

    | | Option Awards(1) | | | | | | | Stock Awards(1) | | | Name | Grant Date | Vesting Commence- ment Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | | Max Levchin | 1/12/21(2) | 1/12/21 | 3,750,000 | 250,000 | 8,500,000 | 49.00 | 1/12/31 | — | — | | Michael Linford | 8/27/18(3) | 8/27/18 | 1,258,870 | — | — | 5.39 | 8/27/28 | | | | | 11/18/20(6) | 1/1/21 | — | — | — | — | — | 57,306 | 878,501 | | | 1/12/21(6) | 1/1/21 | 78,108 | 225,643 | — | 49.00 | 1/13/31 | — | — | | | 6/8/22(5) | 7/1/22 | 246,004 | 290,742 | — | 23.33 | 6/8/32 | — | — | | | 9/16/22(4) | 9/1/22 | 38,390 | 166,360 | — | 22.30 | 9/16/32 | — | — | | | 9/16/22(4) | 9/1/22 | — | — | — | — | — | 91,088 | 1,396,379 | | Libor Michalek | 11/17/17(4) | 10/9/17 | 200,000 | — | — | 2.04 | 11/17/27 | — | — | | | 12/17/19(4) | 12/4/19 | 525,000 | 75,000 | — | 8.80 | 12/17/29 | — | — | | | 11/18/20(6) | 1/1/21 | — | — | — | — | — | 73,225 | 1,122,539 | | | 1/12/21(6) | 1/1/21 | 155,249 | 288,322 | — | 49.00 | 1/13/31 | — | — | | | 6/8/22(5) | 7/1/22 | 246,004 | 290,742 | — | 23.33 | 6/8/32 | — | — | | | 9/16/22(4) | 9/1/22 | 38,390 | 166,360 | — | 22.30 | 9/16/32 | — | — | | | 9/16/22(4) | 1/1/21 | — | — | — | — | — | 91,088 | 1,396,379 | | Katherine Adkins | 6/30/20(4) | 9/16/19 | 120,000 | 8,000 | — | 8.80 | 6/30/30 | — | — | | | 6/1/21(4) | 6/1/21 | 9,412 | 13,288 | — | 62.52 | 6/1/31 | — | — | | | 6/24/21(4) | 6/1/21 | — | — | — | — | — | 3,974 | 60,921 | | | 1/4/22(4) | 1/1/22 | 10,275 | 18,740 | — | 85.41 | 1/4/32 | — | — | | | 1/4/22(4) | 1/1/22 | — | — | — | — | — | 9,453 | 144,914 | | | 4/22/22(4) | 4/1/22 | 1,236 | 3,003 | — | 31.16 | 4/22/32 | — | — | | | 6/8/22(5) | 7/1/22 | 104,078 | 123,007 | — | 23.33 | 6/8/32 | — | — | | | 6/8/22(5) | 7/1/22 | — | — | — | — | — | 63,849 | 978,805 | | | 9/16/22(4) | 9/1/22 | 23,034 | 99,816 | — | 22.30 | 9/16/32 | — | — | | | 9/16/22(4) | 9/1/22 | — | — | — | — | — | 54,653 | 837,830 |

  59. Fiscal 2023 Outstanding Equity Awards as of Fiscal Year-End Table

    (1)All of the outstanding options and RSU awards were granted pursuant to the 2012 Stock Plan. (2)Represents the Value Creation Award granted to Mr. Levchin. For details regarding the vesting of the Value Creation Award, see “—Compensation Discussion and Analysis—Compensation Elements—Long-Term Incentive Compensation—Chief Executive Officer Long-Term Equity Award.” (3)Vests with respect to 1∕4 of the shares of our Class A common stock underlying the option on the one-year anniversary of the vesting commencement date and the remaining 3∕4 of the shares underlying the option vest in equal monthly installments over the subsequent three years, in each case subject to continued service as of each vesting date. (4)Vests monthly at the rate of 1/48 of the shares of our Class A common stock underlying the option following the vesting commencement date, subject to continued service as of each vesting date. (5)Vests monthly at the rate of 1/24 of the shares of our Class A common stock underlying the option following the vesting commencement date, subject to continued service as of each vesting date. (6)Vests over four and 1/2 years, with the first 5% of each grant vesting after six months, and the remainder of each grant vesting in quarterly installments over the remaining four years, in annual aggregate amounts equal to 15%, 20%, 30% and 30%, respectively, in each case subject to continued service as of each vesting date.

  60. Fiscal 2023 Option Exercises and Stock Vested Table

    Fiscal 2023 Option Exercises and Stock Vested Table The following table sets forth the number of shares of Class A common stock acquired and the value realized upon the exercise of options and the vesting of stock awards by each of our named executive officers for fiscal 2023.

  61. Fiscal 2023 Option Exercises and Stock Vested Table

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Max Levchin | — | — | — | — | | Michael Linford | — | — | 60,884 | 964,604 | | Libor Michalek | — | — | 42,141 | 596,260 | | Katherine Adkins | — | — | 76,930 | 1,253,481 |

  62. Fiscal 2023 Option Exercises and Stock Vested Table

    (1)The value realized on vesting equals the closing price of our Class A common stock on the vesting date multiplied by the number of vested shares. The value realized on vesting is not necessarily indicative of value actually received by the named executive officer, as the named executive officer may choose to hold (rather than sell) some or all of the shares acquired upon vesting.

  63. Fiscal 2023 Potential Payments upon Termination or Change in Control

    Fiscal 2023 Potential Payments upon Termination or Change in Control

  64. Estimated Payments Upon Termination or Change in Control

    Estimated Payments Upon Termination or Change in Control The following tables describe the potential payments that would have been provided to each of our named executive officers pursuant to the annual cash incentive plan and/or officer severance plan, as applicable, in the event of a change in control and/or qualifying termination of employment, assuming that the applicable triggering event took place on June 30, 2023. There can be no assurance that a triggering event would produce the same or similar results as those estimated below, and any actual payments and benefits may be different.

  65. Estimated Payments Upon Termination or Change in Control

    | Change in Control | | | Name | Annual Cash Incentive Plan Payment ($)(1) | | Max Levchin | — | | Michael Linford | 356,250 | | Libor Michalek | 356,250 | | Katherine Adkins | 255,000 |

  66. Estimated Payments Upon Termination or Change in Control

    (1)Represents a lump sum cash payment in an amount equal to the named executive officer’s target annual cash incentive plan opportunity, if any, in effect as of June 30, 2023 as if a change in control occurred on June 30, 2023.

  67. Estimated Payments Upon Termination or Change in Control

    | Qualifying Termination Within a Change in Control Period | | | | | | | Name | Cash Severance ($)(1) | Value of Accelerated Stock Awards ($)(2) | Value of Accelerated Option Awards ($)(3) | Value of Benefits ($)(4) | Total ($) | | Max Levchin | 53,010 | — | — | 43,655 | 96,665 | | Michael Linford | 831,250 | 2,274,880 | — | 29,103 | 3,135,233 | | Libor Michalek | 831,250 | 2,518,918 | 489,750 | 29,103 | 3,869,021 | | Katherine Adkins | 680,000 | 2,022,472 | 52,240 | 29,103 | 2,783,815 |

  68. Estimated Payments Upon Termination or Change in Control

    (1)Represents a lump sum cash payment in an amount equal to the sum of (i) the named executive officer’s annual base salary in effect as of June 30, 2023, multiplied by 150% for our CEO and 100% for our other named executive officers, plus (ii) the named executive officer’s target annual cash incentive plan opportunity, if any, in effect as of June 30, 2023 as if a change in control occurred on June 30, 2023. (2)The value of accelerated vesting of unvested RSU awards is based upon the closing price of our Class A common stock on June 30, 2023 of $15.33 per share multiplied by the number of unvested RSUs. (3)The value of accelerated vesting of unvested in-the-money options is based on the difference between the closing price of our Class A common stock on June 30, 2023 of $15.33 per share and the exercise price per option multiplied by the number of unvested options. The value of accelerated vesting of unvested out-of-the money options is assumed to be $0. (4)Represents the monthly premiums for continued health benefits as of June 30, 2023 for 18 months for our CEO and 12 months for each of our other named executive officers.

  69. Estimated Payments Upon Termination or Change in Control

    | Qualifying Termination Outside of a Change in Control Period | | | | | | | Name | Cash Severance ($)(1) | Value of Accelerated Stock Awards ($) | Value of Accelerated Option Awards ($) | Value of Benefits ($)(2) | Total ($) | | Max Levchin | 35,340 | — | — | 29,103 | 64,443 | | Michael Linford | 237,500 | — | — | 14,552 | 252,052 | | Libor Michalek | 237,500 | — | — | 14,552 | 252,052 | | Katherine Adkins | 212,500 | — | — | 14,552 | 227,052 |

  70. Estimated Payments Upon Termination or Change in Control

    (1)Represents a lump sum cash payment equal to the named executive officer’s annual base salary in effect as of June 30, 2023, multiplied by 100% for our CEO and 50% for our other named executive officers. (2)Represents the monthly premiums for continued health benefits as of June 30, 2023 for 12 months for our CEO and 6 months for each of our other named executive officers.

  71. CEO Pay Ratio

    CEO Pay Ratio As required by SEC rules, we are providing the following information about the relationship between the annual total compensation of our CEO and the median of the annual total compensation of all our employees, except our CEO (our “CEO Pay Ratio”). For fiscal 2023, the annual total compensation of our CEO was $409,807 and the median of the annual total compensation of all our employees was $218,924. Accordingly, the CEO Pay Ratio for fiscal 2023 is approximately 1.87:1. We believe this ratio is a reasonable estimate calculated in a manner consistent with SEC rules and based upon our reasonable judgment and assumptions. In order to identify our median employee, we examined the fiscal 2023 compensation of substantially all of our full-time, part-time and temporary employees as of June 30, 2023, excluding our CEO. As permitted by SEC rules, we excluded all of our employees in Spain (64 employees) and the United Kingdom (22 employees), which represented 4.0% of our total employee population. Before applying this exclusion, our U.S. employee population was 1,756 and our non-U.S. employee population was 414 as of June 30, 2023. After applying this exclusion, our U.S. employee population was 1,756 and our non-U.S. employee population was 328 as of June 30, 2023. We annualized the compensation for employees who were not employed by us for the entire fiscal 2023 year. To identify our median employee for fiscal 2023, we used a consistently applied compensation measure consisting of annual base salary and the grant date fair value of equity awards granted during fiscal 2023, with such information based on our payroll records. Compensation paid in foreign currency was converted to U.S. dollars using a spot exchange rate on June 30, 2023. In determining the median compensated employee, we did not make any cost of living adjustments to the compensation paid to any employee outside of the U.S. We believe our methodology represents a consistently applied compensation measure because it reasonably reflects annual compensation to our employees, striking a balance in terms of the administrative burden associated with gathering this information while consistently treating all the primary compensation components for our worldwide workforce and capturing a full fiscal year of each of such primary compensation components. We calculated our median employee’s fiscal 2023 annual total compensation, including base salary, stock awards, and other compensation, using the same methodology that we use for our named executive officers as set forth in the “Fiscal 2023 Summary Compensation Table” above. With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of the “Fiscal 2023 Summary Compensation Table” above. In identifying our median employee in accordance with Item 402 of Regulation S-K under the Securities Act, reporting companies are permitted to use reasonable estimates, assumptions, and methodologies based on their own facts and circumstances. As a result, the disclosure regarding the compensation of our median employee and the CEO Pay Ratio may not be directly comparable to similar disclosure by other reporting companies.

  72. Pay Versus Performance

    Pay Versus Performance In accordance with the rules adopted by the SEC pursuant to the Dodd-Frank Act of 2010, we are providing the information below regarding the relationship between the “Compensation Actually Paid” to our named executive officers, as defined by SEC rules, and various measures used to gauge the Company’s financial performance for the fiscal years listed below. For further information regarding our pay for performance philosophy and how we align named executive officer compensation with the Company’s performance, please refer to the “—Compensation Discussion and Analysis” section above. The amounts below shown for Compensation Actually Paid do not represent the value of cash and shares of the Company’s common stock received by named executive officers during the year, but rather are amounts calculated in accordance with SEC rules and include, among other things, year-over-year changes in the value of unvested equity-based awards. As a result of the calculation methodology required by the SEC, Compensation Actually Paid amounts below differ from compensation actually earned, realized or received by the individuals.

  73. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | | Fiscal Year | Summary Compensation Table Total to PEO(1) ($) | Compensation Actually Paid to PEO(2)(3) ($) | Average Summary Compensation Table Total for non-PEO Named Executive Officers(1) ($) | Average Compensation Actually Paid to non-PEO Named Executive Officers(2) ($) | Total Shareholder Return(4) ($) | Peer Group Total Shareholder Return(4) ($) | Net Income (Loss) ($ in thousands) | Adjusted Operating Income (Loss)(5) ($ in thousands) | Total Revenue, Net ($ in thousands) | | 2023 | 409,807 | 20,488,675 | 4,791,651 | 3,939,231 | 15.77 | 114.67 | (985,345) | (72,317) | 1,587,985 | | 2022 | 478,265 | (220,066,517) | 6,516,543 | (10,407,222) | 18.57 | 85.76 | (707,417) | (78,332) | 1,349,292 | | 2021 | 451,207,726 | 337,499,928 | 14,805,135 | 47,507,110 | 69.26 | 115.94 | (441,027) | 14,337 | 870,464 |

  74. Pay Versus Performance

    (1)Amounts reported in these columns represent the total compensation as reported in the Summary Compensation Table for our principal executive officer (“PEO”) during each applicable fiscal year and the average of the total compensation as reported in the Summary Compensation Table for our remaining named executive officers for the relevant fiscal year, which captures the individuals indicated in the table below for each fiscal year:

  75. Pay Versus Performance

    | Fiscal Year | PEO | Non-PEO Named Executive Officers | | 2023 | Max Levchin | Michael Linford, Libor Michalek and Katherine Adkins | | 2022 | Max Levchin | Michael Linford, Libor Michalek, Katherine Adkins and Silvija Martincevic | | 2021 | Max Levchin | Michael Linford, Libor Michalek, Silvija Martincevic and Sharda Caro del Castillo |

  76. Pay Versus Performance

    (2)The calculation of Compensation Actually Paid reflects certain adjustments to the Total Compensation as reflected in the Summary Compensation Table for the PEO and our remaining named executive officers as set forth below:

  77. Pay Versus Performance

    | | 2023 | | 2022 | | 2021 | | | Adjustments | PEO | Non-PEO Named Executive Officers | PEO | Non-PEO Named Executive Officers | PEO | Non-PEO Named Executive Officers | | Summary Compensation Table Total ($) | 409,807 | 4,791,651 | 478,265 | 6,516,543 | 451,207,726 | 14,805,135 | | Less, Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year ($) | — | (4,333,318) | — | (5,675,629) | (451,052,591) | (14,160,989) | | Plus, Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year ($) | — | 2,538,717 | — | 3,288,240 | 337,344,793 | 18,146,531 | | Plus (less), Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years ($) | 22,784,096 | 338,625 | (239,790,810) | (14,854,361) | — | 16,436,573 | | Plus, Fair Value at Vesting Date of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year ($) | — | 524,208 | — | 26,891 | — | 1,701,727 | | Plus (less), Year-Over-Year Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year ($) | (2,705,228) | 79,348 | 19,246,027 | 291,095 | — | 11,118,102 | | Less, Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year ($) | — | — | — | — | — | (539,970) | | Compensation Actually Paid ($) | 20,488,675 | 3,939,231 | (220,066,517) | (10,407,222) | 337,499,928 | 47,507,110 |

  78. Pay Versus Performance

    Fair values are calculated in accordance with FASB ASC Topic 718 as of the end of the respective year, other than awards that vest in the covered year, which are valued as of the applicable vesting dates, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. (3) The Compensation Actually Paid to Mr. Levchin largely reflects the change in the fair value, as calculated in accordance with FASB ASC Topic 718, of the Value Creation Award granted to Mr. Levchin in January 2021 in advance of our IPO. For details regarding the Value Creation Award, see “—Compensation Discussion and Analysis—Compensation Elements—Long-Term Incentive Compensation—Chief Executive Officer Long-Term Equity Award.” (4) Represents the cumulative total shareholder return (“TSR”) on our Class A common stock and the cumulative TSR on the Standard & Poor’s North American Technology Index (the “Peer Group TSR”), which is the same peer group used for the Stock Performance Graph included in our Annual Report on Form 10-K, through June 30, 2021, 2022 and 2023. The table assumes $100 was invested at the market close on January 13, 2021, which was the date our Class A common stock commenced trading on Nasdaq. Data for the Peer Group TSR assumes reinvestment of dividends. (5) Adjusted operating income (loss) is a non-GAAP financial measure. For a full reconciliation of adjusted operating income (loss) to the most directly comparable financial measure stated in accordance with GAAP, please see Appendix A to this proxy statement.

  79. Relationship Between Compensation Actually Paid and Total Shareholder Return

    Relationship Between Compensation Actually Paid and Total Shareholder Return The following graph compares the Compensation Actually Paid to our PEO, the average of the Compensation Actually Paid to our non-PEO named executive officers and our TSR and the Peer Group TSR over the period from January 13, 2021, the date our Class A common stock commenced trading on Nasdaq, and June 30, 2023. The graph below shows a connection between Compensation Actually Paid to both our PEO and to our non-PEO named executive officers and TSR. Our executive compensation program emphasizes equity compensation, which we believe demonstrates a longer-term, ownership orientation. As a result of this emphasis, Compensation Actually Paid to our PEO and the average of Compensation Actually Paid to our non-PEO named executive officers is significantly impacted by our stock price and TSR performance.

  80. Relationship Between Compensation Actually Paid and Financial Measures (Net Income (Loss), Adjusted Operating Income (Loss) and Total Revenue)

    Relationship Between Compensation Actually Paid and Financial Measures (Net Income (Loss), Adjusted Operating Income (Loss) and Total Revenue) The following graph compares the Compensation Actually Paid to our PEO, the average of the Compensation Actually Paid to our non-PEO named executive officers and the Company’s net income (loss). The following graph compares the Compensation Actually Paid to our PEO, the average of the Compensation Actually Paid to our non-PEO named executive officers and the Company’s adjusted operating income (loss). The following graph compares the Compensation Actually Paid to our PEO, the average of the Compensation Actually Paid to our non-PEO named executive officers and the Company’s total revenue.

  81. Tabular List of Performance Measures

    | Most Important Measures to Determine Fiscal Year 2023 Compensation Actually Paid | | network size* | | total revenue | | adjusted operating income (loss) |