DEF 14A of Circle Internet Group, Inc.
Filed Apr 1, 2026 · FY20250001876042-26-000112
Message from our Chairman and CEO
| About Circle | Proxy Voting Roadmap | Board and Governance Matters | 2025 Director Compensation | Executive Compensation |
Lead Independent Director
| About Circle | Proxy Voting Roadmap | Board and Governance Matters | 2025 Director Compensation | Executive Compensation |
Voting Information
| About Circle | Proxy Voting Roadmap | Board and Governance Matters | 2025 Director Compensation | Executive Compensation |
Table of Contents
| CEO Pay Ratio | 72 | | Pay Versus Performance | 73 | | Advisory Vote to Approve the Frequency of Future Advisory Votes on Named Executive Officer Compensation | 76 | | Audit Matters | 77 | | Ratification of the Appointment of Deloitte & Touche LLP as the Independent Registered Public Accounting Firm | 77 | | Pre-Approval Policies and Procedures | 78 | | Fees and Services | 78 | | Audit Committee Report | 79 | | Stock Ownership Information | 80 | | Security Ownership of Certain Beneficial Owners, Directors, and Management | 80 | | Delinquent Section 16(a) Reports | 82 | | Equity Compensation Plan Information | 83 | | Stockholder Proposals for 2026 Annual Meeting | 84 | | Information About the Annual Meeting and Voting | 86 | | Attending the Annual Meeting | 86 | | Voting Procedures | 87 | | 2026 Proxy Materials | 90 | | Additional Information | 91 | | Non-GAAP Financial Measures Reconciliation | 91 | | Corporate Impact Highlights | 93 |
Table of Contents
| About Circle | Proxy Voting Roadmap | Board and Governance Matters | 2025 Director Compensation | Executive Compensation |
Advantages of Our Stablecoins and Platform
| About Circle | Proxy Voting Roadmap | Board and Governance Matters | 2025 Director Compensation | Executive Compensation |
Board Overview
Board Overview
Board Overview
| Jeremy Allaire | 54 Chairman of the Board Director Since 2013 Chairman and Chief Executive Officer, Circle | Craig Broderick | 66 Director Since 2023 Former Chief Risk Officer, Goldman Sachs | P. Sean Neville | 54 Director Since 2016 Founder, Director, and Chief Executive Officer, Catena Labs | Bradley Horowitz | 60 Director Since 2024 General Partner and Co-Founder, Wisdom Ventures | Kirk Koenigsbauer | 58 Director Since 2026 President and Chief Operating Officer, Microsoft Experiences and Devices |
Board Overview
AC – Audit Committee CC – Compensation Committee NCGC – Nominating and Corporate Governance Committee RC – Risk Committee SC – Strategy Committee – Independent – Member – Chair
Class I Directors with Terms Expiring at the 2026 Annual Meeting
Class I Directors with Terms Expiring at the 2026 Annual Meeting
Class II Directors with Terms Expiring at the 2027 Annual Meeting
Class II Directors with Terms Expiring at the 2027 Annual Meeting
Class III Directors with Terms Expiring at the 2028 Annual Meeting
Class III Directors with Terms Expiring at the 2028 Annual Meeting
Class III Directors with Terms Expiring at the 2028 Annual Meeting
| M. Michele Burns | 68 Director Since 2013 Former Chief Executive Officer, Retirement Policy Center | Rajeev Date | 55 Lead Independent Director Director Since 2013 Managing Director, Fenway Summer | Danita Ostling | 65 Director Since 2021 Former Partner, Ernst & Young | Adam Selipsky | 59 Director Since 2025 Former Chief Executive Officer, Amazon Web Services |
Class III Directors with Terms Expiring at the 2028 Annual Meeting
| | | | | 12 | Proxy Statement 2026 | |
Class III Directors with Terms Expiring at the 2028 Annual Meeting
| About Circle | Proxy Voting Roadmap | Board and Governance Matters | 2025 Director Compensation | Executive Compensation |
Class III Directors with Terms Expiring at the 2028 Annual Meeting
| INDEPENDENCE | TENURE | AGE | | | | |
Corporate Governance Highlights
Corporate Governance Highlights Our Board is deeply committed to strong corporate governance and robust independent oversight, which it believes are essential to driving sustained stockholder value. To that end, our Board has adopted our Corporate Governance Guidelines that, together with our amended and restated certificate of incorporation, our amended and restated bylaws, and the charters of our Board Committees, provide a holistic framework for the Board’s oversight and corporate governance practices.
Corporate Governance Highlights
| BOARD COMPOSITION AND INDEPENDENCE •Empowered Lead Independent Director role with clearly articulated responsibilities •All independent directors, other than the Chief Executive Officer (“CEO”) •Equal mix of long-tenured directors (greater than five years) and newly-elected directors (less than five years), with three new independent technologists joining the Board since 2024 •Balanced Board with a breadth of skills, experiences, and areas of expertise, spanning financial services and technology •Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee, and Risk Committee each composed entirely of independent directors •Independent chairs of all Board Committees | ROBUST BOARD AND COMMITTEE OVERSIGHT •Rigorous oversight of the development and execution of our strategic plans •Robust Board and Committee process for overseeing key enterprise risks, including cybersecurity-related risks •Executive sessions with only independent directors at every regularly scheduled Board and Committee meeting •Strong Board and management succession planning processes | | | ACCOUNTABILITY TO STOCKHOLDERS •No stockholder rights plan (“poison pill”) •Narrowly tailored high-vote stock structure with appropriate sunset provisions •Classified Board to support longer tenure, supporting informed oversight in a highly-complex industry subject to evolving regulation •Robust stock ownership guidelines for our executive officers and directors •Policy prohibiting hedging, pledging, or short- selling of our stock by executive officers and directors | | STRONG GOVERNANCE PRACTICES •Annual review of Committee charters and governance policies •Annual Board and Committee evaluations •Comprehensive executive officer and director Code of Conduct •Board guidelines related to service on other public company boards •Disclosure of director skills matrix on an individual basis | |
Corporate Governance Highlights
| | | | | | Proxy Statement 2026 | 13 |
Corporate Governance Highlights
| Audit Matters | Stock Ownership Information | Stockholder Proposals for 2026 Annual Meeting | Information About the Annual Meeting and Voting | Additional Information |
ACTIVE BOARD ENGAGEMENT THROUGHOUT 2025
| About Circle | Proxy Voting Roadmap | Board and Governance Matters | 2025 Director Compensation | Executive Compensation |
Peer Benchmarked
| About Circle | Proxy Voting Roadmap | Board and Governance Matters | 2025 Director Compensation | Executive Compensation |
Board and Governance Matters
| About Circle | Proxy Voting Roadmap | Board and Governance Matters | 2025 Director Compensation | Executive Compensation |
Director Biographies
Director Biographies
Class I Directors: Standing for Election at the 2026 Annual
Class I Directors: Standing for Election at the 2026 Annual
Meeting of Stockholders
Meeting of Stockholders
Meeting of Stockholders
| | | | | | Jeremy Allaire | 54 | | | | Chairman and Chief Executive Officer, Circle | | | | Director since: 2013 | Committees: Strategy | | | CAREER HIGHLIGHTS Jeremy Allaire has served as our Chairman and Chief Executive Officer since our founding in August 2013. Mr. Allaire previously served as co-founder and Chief Executive Officer of Brightcove, technologist and entrepreneur in residence at General Catalyst, Chief Technology Officer of Macromedia, and co-founder and Chief Technology Officer of Allaire Corporation. As our co-founder and Chief Executive Officer, we believe Mr. Allaire is a valuable member of our Board. EDUCATION Mr. Allaire holds a B.A. in political science and philosophy from Macalester College. | CURRENT U.S. PUBLIC COMPANY DIRECTORSHIPS None PREVIOUS U.S. PUBLIC COMPANY DIRECTORSHIPS None | | | KEY AREAS OF EXPERTISE | |
Meeting of Stockholders
| | | | | | Craig Broderick | 66 | | | | Former Chief Risk Officer, Goldman Sachs | | | | Director since: 2023 | Committees: Audit, Risk (Chair), Strategy | | | CAREER HIGHLIGHTS Craig Broderick has served as a member of our Board since June 2023. From 1985 to January 2018, Mr. Broderick served in various positions with Goldman Sachs, including as Chief Risk Officer from 2008 to January 2018, overseeing the firm’s credit, market, liquidity, operational, model, counterparty, and insurance risks. We believe that Mr. Broderick’s expertise in risk management and service in organizations that align with our mission make him a valuable member of our Board. EDUCATION Mr. Broderick holds a B.A. in economics from the College of William and Mary. | CURRENT U.S. PUBLIC COMPANY DIRECTORSHIPS •Bank of Montreal PREVIOUS U.S. PUBLIC COMPANY DIRECTORSHIPS •RMG Acquisition Corp I •RMG Acquisition Corp II •RMG Acquisition Corp III | | | KEY AREAS OF EXPERTISE | |
Meeting of Stockholders
| | | | | 20 | Proxy Statement 2026 | |
Meeting of Stockholders
| About Circle | Proxy Voting Roadmap | Board and Governance Matters | 2025 Director Compensation | Executive Compensation |
Meeting of Stockholders
| | | | | | P. Sean Neville | 54 | | | | Founder, Director, and Chief Executive Officer, Catena Labs | | | | Director since: 2016 | Committees: Nominating and Corporate Governance, Risk, Strategy | | | CAREER HIGHLIGHTS Sean Neville is a co-founder of Circle and has been affiliated with our company since our founding in August 2013. Mr. Neville joined our Board in May 2016. From August 2013 to December 2019, Mr. Neville served as our Chief Technology Officer and President. Mr. Neville is currently founder, director, and Chief Executive Officer of Catena Labs. Mr. Neville previously served in product and engineering leadership roles at Adobe, Brightcove, Macromedia, and Allaire Corporation, and was founder of Sevenchord Studios. We believe Mr. Neville’s experience as a co-founder of Circle and as a technologist in the digital asset industry makes him a valuable member of our Board. EDUCATION Mr. Neville holds a B.A. from Kennesaw University. | CURRENT U.S. PUBLIC COMPANY DIRECTORSHIPS None PREVIOUS U.S. PUBLIC COMPANY DIRECTORSHIPS None | | | KEY AREAS OF EXPERTISE | |
Class II Directors: Standing for Election at the 2027 Annual
Class II Directors: Standing for Election at the 2027 Annual
Meeting of Stockholders
Meeting of Stockholders
Meeting of Stockholders
| | | | | | M. Michele Burns | 68 | | | | Former Chief Executive Officer, Retirement Policy Center | | | | Director since: 2013 | Committees: Audit, Nominating and Corporate Governance (Chair) | | | CAREER HIGHLIGHTS Michele Burns has served as a member of our Board since December 2013. From October 2011 to February 2014, Ms. Burns served as the Chief Executive Officer of Retirement Policy Center. Ms. Burns previously served as the Chief Executive Officer of Mercer, a subsidiary of Marsh, the Chief Financial Officer of Marsh, the Chief Financial Officer of Mirant, the Chief Financial Officer of Delta Airlines, and a Partner at Arthur Andersen. We believe that Ms. Burns’ expertise in corporate finance, accounting, and strategy and her experience as a public company chief financial officer and director make her a valuable member of our Board. EDUCATION Ms. Burns holds a B.B.A. and a M.Acc. from the University of Georgia. | CURRENT U.S. PUBLIC COMPANY DIRECTORSHIPS •Goldman Sachs Group •Anheuser-Busch InBev •Etsy PREVIOUS U.S. PUBLIC COMPANY DIRECTORSHIPS •Cisco Systems •Wal-Mart Stores •Alexion Pharmaceuticals | | | KEY AREAS OF EXPERTISE | |
Meeting of Stockholders
| | | | | | Proxy Statement 2026 | 21 |
Meeting of Stockholders
| Audit Matters | Stock Ownership Information | Stockholder Proposals for 2026 Annual Meeting | Information About the Annual Meeting and Voting | Additional Information |
Meeting of Stockholders
| | | | | | Rajeev Date | 55 | | | | Managing Director, Fenway Summer | | | | Director since: 2013 | Committees: Audit, Compensation (Chair), Nominating and Corporate Governance | | | CAREER HIGHLIGHTS Rajeev Date has served as a member of our Board since October 2013 and as our Lead Independent Director since November 2024. Mr. Date has served as Managing Director of Fenway Summer since April 2013. Mr. Date previously served as the first Deputy Director of the U.S. Consumer Financial Protection Bureau and as a Managing Director in the Financial Institutions Group at Deutsche Bank Securities. Mr. Date formerly served on the boards of directors of Customers Bancorp, Green Dot, Better Mortgage, Prosper Marketplace, and Megalith Financial Acquisition Corp. We believe that Mr. Date’s extensive experience in the private and public sector, the perspective that he brings both as an investor and board member at leading FinTech companies, and his understanding of the unique needs of operations and governance at regulated companies make him a valuable member of our Board. EDUCATION Mr. Date holds a B.S. in engineering from the University of California at Berkeley and a J.D. from Harvard Law School. | CURRENT U.S. PUBLIC COMPANY DIRECTORSHIPS None PREVIOUS PUBLIC COMPANY DIRECTORSHIPS •Customers Bancorp •Green Dot •Better Mortgage, Inc. •Megalith Financial Acquisition Corp. | | | KEY AREAS OF EXPERTISE | |
Meeting of Stockholders
| | | | | | Danita Ostling | 65 | | | | Former Partner, Ernst & Young | | | | Director since: 2021 | Committees: Audit (Chair), Compensation, Risk | | | CAREER HIGHLIGHTS Danita Ostling has served as a member of our Board since October 2021. From August 1999 to June 2021, Ms. Ostling practiced at Ernst & Young, serving as a partner, servicing a broad spectrum of publicly traded and privately held clients on complex issues in accounting, auditing, risk, regulatory, and securities registrations, and serving in senior leadership positions such as the Professional Practice Director for Ernst & Young’s U.S. East Region and as Deputy Director Global Assurance Professional Practice – Accounting. We believe that Ms. Ostling’s experience working with large global organizations on complex issues makes her a valuable member of our Board. EDUCATION Ms. Ostling holds a B.S. in accounting from the University of Arkansas at Little Rock. | CURRENT U.S. PUBLIC COMPANY DIRECTORSHIPS •nVent Electric plc •Dover Corporation PREVIOUS U.S. PUBLIC COMPANY DIRECTORSHIPS None | | | KEY AREAS OF EXPERTISE | |
Meeting of Stockholders
| | | | | 22 | Proxy Statement 2026 | |
Meeting of Stockholders
| About Circle | Proxy Voting Roadmap | Board and Governance Matters | 2025 Director Compensation | Executive Compensation |
Class III Directors: Standing for Election at the 2028
Class III Directors: Standing for Election at the 2028
Annual Meeting of Stockholders
| | | | | | Bradley Horowitz | 60 | | | | General Partner and Co-Founder, Wisdom Ventures | | | | Director since: 2024 | Committees: Compensation, Risk, Strategy (Chair) | | | CAREER HIGHLIGHTS Bradley Horowitz has served as a member of our Board since September 2024. Since July of 2023, Mr. Horowitz has served as General Partner and co-founder of Wisdom Ventures. From February 2008 to September 2023, Mr. Horowitz served as Vice President of Product on a wide variety of teams at Google. Mr. Horowitz previously served as Vice President of Advanced Development at Yahoo and Co-Founder and Chief Technology Officer at Virage. We believe Mr. Horowitz’s extensive experience as co-founder, product manager, board member, and investor at leading startups and technology companies makes him a valuable member of our Board. EDUCATION Mr. Horowitz holds a B.S. in computer science from the University of Michigan and an M.S. in media science from the Massachusetts Institute of Technology. | CURRENT U.S. PUBLIC COMPANY DIRECTORSHIPS None PREVIOUS U.S. PUBLIC COMPANY DIRECTORSHIPS None | | | KEY AREAS OF EXPERTISE | |
Annual Meeting of Stockholders
| | | | | | Kirk Koenigsbauer | 58 | | | | President and Chief Operating Officer, Microsoft Experiences and Devices | | | | Director since: 2026 | Committees: Compensation, Risk | | | CAREER HIGHLIGHTS Mr. Koenigsbauer has served as a member of our Board since March 2026. Since March 2026, Mr. Koenigsbauer has been President and Chief Operating Officer of Microsoft’s Experiences and Devices group. Mr. Koenigsbauer previously served as Chief Operating Officer and Corporate Vice President, Experiences and Devices, from February 2020 to March 2026 and he has held various other leadership roles at Microsoft since June 2002. Prior to joining Microsoft, Mr. Koenigsbauer worked at Amazon.com from 1998 to 2001, at Microsoft from 1992 to 1998, and as a consultant at Accenture from 1989 to 1991. We believe that Mr. Koenigsbauer’s extensive experience scaling mission-critical software platforms makes him a valuable member of our Board. EDUCATION Mr. Koenigsbauer holds a B.A. in American Studies from Colby College. | CURRENT U.S. PUBLIC COMPANY DIRECTORSHIPS Thomson Reuters PREVIOUS U.S. PUBLIC COMPANY DIRECTORSHIPS None | | | KEY AREAS OF EXPERTISE | |
Annual Meeting of Stockholders
| | | | | | Adam Selipsky | 59 | | | | Former Chief Executive Officer, Amazon Web Services | | | | Director since: 2025 | Committees: Audit, Strategy | | | CAREER HIGHLIGHTS Adam Selipsky has served as a member of our Board since July 2025. From 2021 to 2024, Mr. Selipsky served as the Chief Executive Officer of Amazon Web Services, and from 2016 to 2021, he served as the President and Chief Executive Officer of Tableau Software, leading the company through its acquisition by Salesforce. Mr. Selipsky previously held other key leadership positions with Amazon Web Services, including as Vice President, Marketing, Sales and Support from 2005-2016. Earlier in his career, he held key executive roles at RealNetworks, an early pioneer in internet streaming media, and as a Principal at Mercer Management Consulting. We believe that Mr. Selipsky’s extensive experience as a Chief Executive Officer, President, and board member at leading technology companies makes him a valuable member of our Board. EDUCATION Mr. Selipsky holds an A.B. from Harvard University and an M.B.A. from Harvard Business School. | CURRENT U.S. PUBLIC COMPANY DIRECTORSHIPS None PREVIOUS U.S. PUBLIC COMPANY DIRECTORSHIPS •Tableau Software | | | KEY AREAS OF EXPERTISE | |
Annual Meeting of Stockholders
| About Circle | Proxy Voting Roadmap | Board and Governance Matters | 2025 Director Compensation | Executive Compensation |
Director Independence
| About Circle | Proxy Voting Roadmap | Board and Governance Matters | 2025 Director Compensation | Executive Compensation |
Circle and its Stockholders
| About Circle | Proxy Voting Roadmap | Board and Governance Matters | 2025 Director Compensation | Executive Compensation |
Independent Director
| About Circle | Proxy Voting Roadmap | Board and Governance Matters | 2025 Director Compensation | Executive Compensation |
Committees of the Board
| About Circle | Proxy Voting Roadmap | Board and Governance Matters | 2025 Director Compensation | Executive Compensation |
Committees of the Board
| About Circle | Proxy Voting Roadmap | Board and Governance Matters | 2025 Director Compensation | Executive Compensation |
Committees of the Board
| About Circle | Proxy Voting Roadmap | Board and Governance Matters | 2025 Director Compensation | Executive Compensation |
Annual Board and Committee Evaluations
| About Circle | Proxy Voting Roadmap | Board and Governance Matters | 2025 Director Compensation | Executive Compensation |
Oversight of Enterprise Risk Management
| About Circle | Proxy Voting Roadmap | Board and Governance Matters | 2025 Director Compensation | Executive Compensation |
Code of Conduct
| About Circle | Proxy Voting Roadmap | Board and Governance Matters | 2025 Director Compensation | Executive Compensation |
Indemnification Agreements
| About Circle | Proxy Voting Roadmap | Board and Governance Matters | 2025 Director Compensation | Executive Compensation |
Sustainability
| About Circle | Proxy Voting Roadmap | Board and Governance Matters | 2025 Director Compensation | Executive Compensation |
2025 Director Compensation
2025 Director Compensation
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
Director Compensation Limit
Director Compensation Limit No non-employee director who participates in the Omnibus Incentive Plan may receive compensation for services on our Board in excess of $1,000,000 in the aggregate for any calendar year, including cash payments and equity awards (which will be calculated based on the grant date fair value for financial reporting purposes), but excluding any awards granted prior to our IPO.
Director Stock Ownership Guidelines
| About Circle | Proxy Voting Roadmap | Board and Governance Matters | 2025 Director Compensation | Executive Compensation |
2025 Director Compensation Table
2025 Director Compensation Table The table below summarizes the compensation and stock awards paid or granted to our non-employee directors. Mr. Allaire, our Chairman and CEO, did not receive any additional compensation for his service on the Board or the Strategy Committee. For information regarding the compensation received by Mr. Allaire as a named executive officer, see “Executive Compensation—Executive Compensation Tables—Summary Compensation Table” below.
2025 Director Compensation Table
| Name | Fees earned or paid in cash ($)(1) | Stock awards ($)(2) | Total ($) | | Craig Broderick | 127,000 | 219,990 | 346,990 | | M. Michele Burns | 110,000 | 219,990 | 329,990 | | Rajeev Date | 171,000 | 219,990 | 390,990 | | Bradley Horowitz | 128,500 | 219,990 | 348,490 | | Kirk Koenigsbauer(4) | — | — | — | | P. Sean Neville | 110,000 | 219,990 | 329,990 | | Danita Ostling | 131,500 | 219,990 | 351,490 | | Adam Selipsky (5) | 47,685 | 399,785 | 447,470 | | David Orfao (6) | — | — | — |
2025 Director Compensation Table
(1)Reflects fees paid based on changes in Committee membership and service dates. (2)The amounts reported represent the aggregate grant date fair value of the RSU awards granted to the non-employee directors during 2025, calculated in accordance with FASB ASC Topic 718. Such grant date fair values do not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair value of the RSU awards reported in this column are set forth in Note 18 to our audited consolidated financial statements for the year ended December 31, 2025 included in our 2025 Annual Report. The amounts reported in this column reflect the accounting cost for these RSU awards and do not correspond to the actual economic value that may be received by our non-employee directors upon the vesting and settlement of the RSU awards or any sale of the underlying shares of Circle following settlement. For Mr. Broderick, Ms. Burns, Mr. Date, Mr. Horowitz, Mr. Neville, and Ms. Ostling, the RSUs vest based on the satisfaction of both service-based and liquidity-based vesting conditions and will expire if not vested prior to the seventh anniversary of the grant date. The liquidity-based vesting condition was satisfied as of June 5, 2025 and the service-based vesting period for these RSU awards has been satisfied as of January 1, 2026. For Mr. Selipsky, the RSUs vest in three annual installments commencing on July 22, 2025. The following table reflects the aggregate number of outstanding RSUs held by each non-employee director at the end of fiscal year 2025.
2025 Director Compensation Table
| Name | Aggregate Stock Awards (#) | | Mr. Broderick | 12,320 | | Ms. Burns | 7,060 | | Mr. Date | 7,060 | | Mr. Horowitz | 24,673 | | Mr. Koenigsbauer | — | | Mr. Neville | 7,060 | | Ms. Ostling | 7,060 | | Mr. Selipsky | 1,850 | | Mr. Orfao | — |
2025 Director Compensation Table
(3)The following table reflects the aggregate number of option awards outstanding held by each non-employee director who held stock options at the end of fiscal year 2025.
2025 Director Compensation Table
| Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | | Ms. Burns | March-7-2018 | 200,000 | $200,000 | $0.08 | 03/07/2028 | | Mr. Date | March-7-2018 | 45,833 | $200,000 | $0.08 | 03/07/2028 | | Mr. Neville | March-22-2017 | 2,029,073 | $2,029,073 | $0.08 | 03/22/2027 |
2025 Director Compensation Table
(4)Mr. Koenigsbauer joined the Board in March 2026 and therefore received no compensation in 2025. (5)Mr. Selipsky joined the Board on July 22, 2025. (6)Mr. Orfao resigned the Board on September 17, 2025. No compensation was paid to Mr. Orfao in 2025.
2025 Director Compensation Table
| | | | | | Proxy Statement 2026 | 49 |
2025 Director Compensation Table
| Audit Matters | Stock Ownership Information | Stockholder Proposals for 2026 Annual Meeting | Information About the Annual Meeting and Voting | Additional Information |
Executive Compensation
| About Circle | Proxy Voting Roadmap | Board and Governance Matters | 2025 Director Compensation | Executive Compensation |
Named Executive Officers
| About Circle | Proxy Voting Roadmap | Board and Governance Matters | 2025 Director Compensation | Executive Compensation |
Compensation Philosophy and Objectives
| | Pay for Performance | •Over 90% of our executive compensation is at-risk and performance-driven, with metrics aligned to our long-term growth strategy and reflecting our strong pay-for-performance philosophy. | | | | | 2025 TARGET PAY MIX: CEO | 2025 TARGET PAY MIX: ALL OTHER NEOs AS A GROUP | | | | | | | | Align with Stockholder Interests | •Our compensation programs are designed to align our executives’ interests with Circle’s mission, performance, and the interests of our stockholders, particularly with respect to our executives who are best positioned to drive long-term value creation. •Our stock ownership guidelines strengthen alignment of our executives’ interests with those of our stockholders. •The majority of executive pay is delivered in long-term incentives. | | | | Attract and Retain Top Talent | •Our compensation programs are designed to attract and retain executives that are both high performers in their specialty and exemplify our values. | | | | Drive Long-Term Growth | •We reinforce our pay-for-performance orientation through programs that motivate and reward executives for their contributions to our short- and long-term performance. | |
Compensation Philosophy and Objectives
| About Circle | Proxy Voting Roadmap | Board and Governance Matters | 2025 Director Compensation | Executive Compensation |
Compensation Governance Best Practices
| What We Don’t Do | | Offer change-in-control excise tax reimbursement or “gross-ups.” Enter into fixed term employment agreements. Offer “single-trigger” change-in-control arrangements. Provide excessive perquisites or benefits. Permit hedging or pledging of Circle securities. Provide pensions or supplemental executive retirement programs. Award option grants at discounted stock prices or permit option repricing without stockholder approval. |
Role of the Compensation Committee
Role of the Compensation Committee The Compensation Committee oversees and discharges responsibilities related to executive compensation; director compensation; our compensation policies, plans, and benefits programs; equity compensation plans; compensation-related risks; human capital management; and other duties that may be assigned to the Compensation Committee by the Board. With respect to executive compensation, the Compensation Committee reviews and approves existing and new compensation programs, including identifying, reviewing, and approving corporate goals and objectives relevant to each such executive’s compensation, and evaluating each such executive’s performance in light of such goals and objectives. With respect to the CEO, the Compensation Committee reviews and recommends compensation decisions to the Board, which oversees and approves such compensation. Additionally, the Compensation Committee is responsible for reviewing, approving, and administering short- and long-term incentive compensation plans, including establishing performance objectives and evaluating performance achievement, reviewing and approving all related plans and grant awards pursuant to such plans, and adopting, amending, and terminating any such plans subject to obtaining any required stockholder approval. The Compensation Committee also oversees our stock ownership guidelines for executive officers and directors, as well as the approval and administration of the compensation recoupment, clawback, and similar policies. Additionally, the Compensation Committee annually reviews and approves the list of companies to be included in any compensation peer group used to benchmark pay levels based on criteria the Compensation Committee deems appropriate, including input from its independent compensation consultant. Finally, the Compensation Committee oversees the administration of, and, as appropriate, the enforcement of our clawback policies and any recoupment-related activity. In making its 2025 compensation decisions, the Compensation Committee considered a number of factors, including:
Role of the Compensation Committee
| Competitive market data for compensation programs at peer companies | Our performance over prior periods and recent trends | Our financial plan, growth, strategy, and long-term outlook | | Realized and unrealized pay from historical compensation programs | Methods of aligning compensation with stockholder returns | Officer responsibilities, performance, leadership, expertise, and long-term potential |
Role of the Independent Compensation Consultant
Role of the Independent Compensation Consultant Semler Brossy, the Compensation Committee’s independent compensation consultant, is hired by and reports directly to the Compensation Committee. Semler Brossy attends meetings and executive sessions of the Compensation Committee at which compensation matters are considered, and advises and provides guidance and analysis to the Compensation Committee on matters pertaining to executive and non‑employee director compensation, including CEO and executive compensation plans and design, executive compensation‑related regulatory matters and governance best practices, and competitive market studies. Semler Brossy also provides guidance and performs various analyses for the Compensation Committee, including peer group benchmarking and analyses regarding pay and performance alignment, incentive plan performance, and the rigor of performance goals. Semler Brossy does not provide any other services to us or any of our affiliates and may not be engaged to provide any other services to us without the approval of the Compensation Committee. The Compensation Committee reviews Semler Brossy’s performance periodically and evaluates their continued independence. The Compensation Committee has concluded that Semler Brossy is independent and has no conflicts of interest relating to its engagement by the Compensation Committee.
Role of the Independent Compensation Consultant
| | | | | 56 | Proxy Statement 2026 | |
Role of the Independent Compensation Consultant
| About Circle | Proxy Voting Roadmap | Board and Governance Matters | 2025 Director Compensation | Executive Compensation |
Role of Competitive Market Data and Compensation Peer Groups
Role of Competitive Market Data and Compensation Peer Groups Competitive compensation data is one of several factors that our Compensation Committee considers in making its decisions with respect to the compensation of our executives, including our NEOs. Specifically, our Compensation Committee considers compensation data in our competitive market for executive talent, particularly the compensation levels and practices of a group of peer companies (the “Compensation Peer Group”), as determined by our Compensation Committee. The Compensation Committee, with the assistance of Semler Brossy, reviewed and approved the following Compensation Peer Group for fiscal year 2025 based on each company’s similarity to us in terms of industry and financial characteristics, as determined using the following criteria: •business model and/or product, with a focus on companies with FinTech, cryptocurrency, and financial services industries; •similar size, as measured by revenue, assets, and market capitalization; •headquartered in the United States and traded on a major stock exchange; and •preference for high annual revenue growth companies.
Role of Competitive Market Data and Compensation Peer Groups
| Peer Companies for fiscal year 2025: | | | | ACI Worldwide, Inc. Affirm Holdings, Inc. BILL Holdings, Inc. BlackLine, Inc. Coinbase Global, Inc. DocuSign, Inc. Dropbox, Inc. | Evercore Inc. Enova International, Inc. Jack Henry & Associates, Inc. LendingClub Corporation LendingTree, Inc. MongoDB, Inc. Payoneer Global Inc. | Q2 Holdings, Inc. Remitly Global, Inc. Robinhood Markets, Inc. Shift4 Payments, Inc. SoFi Technologies, Inc. WEX Inc. World Acceptance Corporation |
Role of Competitive Market Data and Compensation Peer Groups
| | | | | | Proxy Statement 2026 | 57 |
Role of Competitive Market Data and Compensation Peer Groups
| Audit Matters | Stock Ownership Information | Stockholder Proposals for 2026 Annual Meeting | Information About the Annual Meeting and Voting | Additional Information |
Elements of 2025 Executive Compensation Program
| Element | Type | Element | Key Features | | Base Salary | Fixed | Cash | Provide fixed, ongoing compensation to attract and retain executives, which is representative of the market for their role and expected contributions. | | Short-Term Incentive | Variable | Cash | Variable cash incentive opportunity to motivate executives to achieve key short-term business and financial objectives aligned with our operating plan and strategic priorities. Payouts are determined formulaically based on the achievement of semi-annual financial and business performance goals. | | Long-Term Incentives | Variable | Equity | Granted in the form of RSUs and stock options to align the interests of executives with stockholders by promoting sustainable long-term value creation and reinforcing a pay-for-performance culture. Multi-year vesting schedules encourage long-term ownership, retention, and leadership continuity. |
Base Salaries
| About Circle | Proxy Voting Roadmap | Board and Governance Matters | 2025 Director Compensation | Executive Compensation |
Short-Term Incentive Plan
Short-Term Incentive Plan Our Short-Term Incentive Plan is designed to motivate and reward our executives for positive contributions to near-term business objectives. The Short-Term Incentive Plan is a cash-based annual bonus plan that rewards our NEOs and other executives for the achievement of key short-term objectives established by our Compensation Committee over two six-month performance periods. We establish a target annual bonus for each NEO at the beginning of each year, or upon their hire or establishment of increased responsibilities or changes in role, set as a percentage of the NEO’s annual base salary. When establishing the target annual bonus, we consider the overall design of the plan compared to our Compensation Peer Group, including the nature of the short-term performance targets set, the maximum payout opportunity available under the plan, and the balance of the compensation components in the executive’s total direct compensation relative to market. For 2025, the target annual bonuses for the NEOs (the “2025 STIP”) are listed below as a percentage of base salary.
Short-Term Incentive Plan
| NEOs | Fiscal Year 2025 Target Annual Bonus | | Mr. Allaire | 140% | | Mr. Fox-Geen | 110% | | Mr. Razzaghi | 110%(1) | | Mr. Tarbert | 110% | | Mr. Chandhok | 110% |
Short-Term Incentive Plan
(1)Effective September 1, 2025, Mr. Razzaghi became our Chief Commercial Officer and as such is considered an Executive Officer of our company. At this time, his target annual bonus increased to 110%. The Compensation Committee approved the below 2025 annual incentive plan design informed by our business priorities and market practices. Bonuses under the 2025 STIP were payable between 0% and 150% of target levels, determined as follows: (i) for the January 1, 2025 to June 30, 2025 performance period, based on the achievement against the following corporate performance goals: Adjusted EBITDA (70%) and non-financial business performance goals (30%) (the “1H STIP”) and (ii) for the July 1, 2025 to December 31, 2025 performance period based on the achievement of the following corporate performance goals: Adjusted EBITDA (70%) and non-financial business performance goals (30%) (the “2H STIP”). See “Additional Information—Non-GAAP Financial Measures” for a reconciliation of Adjusted EBITDA to net income (loss) from continuing operations, the most closely comparable GAAP measure, and additional information about the limitations of our non-GAAP measures.
Short-Term Incentive Plan
| | | | | | Proxy Statement 2026 | 59 |
Short-Term Incentive Plan
| Audit Matters | Stock Ownership Information | Stockholder Proposals for 2026 Annual Meeting | Information About the Annual Meeting and Voting | Additional Information |
Short-Term Incentive Plan
For the 1H STIP, the Adjusted EBITDA performance targets and potential payout opportunities were as follows:
1H 2025
| Measure | Weighting | Threshold | Target | Maximum | 1H 2025 Payout % | | Adjusted EBITDA Goal ($M) | | | | | 142% | | Non-financial business performance goals •Hit key milestones for public company readiness; •Launch in two strategic international markets; •Integrate and launch USYC; •Submission of application for trust charter; •Launch CPN; and •Increase assets on platform to achieve our financial plan. | | For the non-financial business performance goals, the payout is determined by the number of goals achieved, as shown below: | | | 125% | | 1H 2025 Aggregate Achievement: 137% | | | | | |
1H 2025
| About Circle | Proxy Voting Roadmap | Board and Governance Matters | 2025 Director Compensation | Executive Compensation |
2H 2025
| Measure | Weighting | Threshold | Target | Maximum | 2H 2025 Payout % | | Adjusted EBITDA Goal ($M) | | | | | 150% | | Non-financial business performance goals •Drive USDC circulation through increased spot trading volume and open interest for USDC pairs; •Significant growth in CPN volume and membership; •Grow Other Revenue; •Successful design and launch of Circle Chain on Testnet; •Expand Circle’s Banking Partner Network; and •Position Circle to be fully authorized in at least two new global financial centers in 2026. | | For the non-financial business performance goals, the payout was determined by the number of goals achieved, as shown below: | | | 125% | | 2H 2025 Aggregate Achievement: 143% | | | | | |
Equity Incentive Compensation
Equity Incentive Compensation Our long‑term incentive programs, including annual equity awards, play an important role in our total rewards strategy enabling our pay‑for‑performance philosophy and fostering a sense of ownership in our business. The Compensation Committee believes that these equity grants incentivize long‑term performance and provide additional alignment between the NEOs’ interests and those of our stockholders, while also providing a significant retention incentive, because the underlying value of the awards is tied to our stock price and the performance of our company. Each year our NEOs are eligible to receive equity awards under our Annual Grant Program (“Annual Grant”). In February 2025, our NEOs other than Mr. Razzaghi received 100% of their Annual Grant in the form of RSUs (the “2025 Annual Grants”). The amounts granted of the 2025 Annual Grant were determined by the Compensation Committee factoring in peer data, the collective performance of our NEOs, the impact on Circle, and Circle’s overall performance. For 2025 Annual Grants, grants made to our 2025 NEOs were as follows:
Equity Incentive Compensation
| NEOs | 2025 Annual Grant | | Mr. Allaire | $9,000,000 | | Mr. Fox-Geen | $6,000,000 | | Mr. Razzaghi(1) | $4,125,000 | | Mr. Tarbert(2) | $6,000,000 | | Mr. Chandhok | $6,000,000 |
Equity Incentive Compensation
(1)Mr. Razzaghi was promoted to Chief Commercial Officer on September 1, 2025 and became an executive officer upon such promotion. 2025 Annual Grants were awarded in February 2025, and at that time, Mr. Razzaghi was not an executive officer. Mr. Razzaghi elected to receive $1,237,500 of his 2025 Annual Grant in cash payments that are paid in quarterly installments over 2025 and 2026. Separate from Mr. Razzaghi’s annual grant, he also received a one-time promotional grant in 2025 in the amount of $16,000,000, which is not reflected in the above table. (2)In addition to Mr. Tarbert’s annual grant, in connection with his appointment as our President effective January 1, 2025, Mr. Tarbert received a one-time promotional grant with a grant date value of $1,500,000. This promotional grant is not reflected in the table above. The 2025 Annual Grants had both time-based and performance-based vesting conditions. The time-based vesting condition is 25% after one year, then in substantially equal monthly installments thereafter for the next 36 months. The performance-based vesting condition was based upon our achievement of a qualifying change in control event or public listing of our common stock, and was deemed satisfied in connection with our IPO. For 2026, Mr. Allaire’s annual grant was increased to $15,000,000, and the grant for each of our other NEOs was increased to $7,500,000.
Timing of Equity Awards
Timing of Equity Awards We have a practice of granting annual equity awards to eligible employees, including our NEOs, in the first quarter of each year. Timing of interim equity grants, such as grants made to new hires or promotional grants, may vary but are typically granted shortly after the hire date or as part of the next annual grant, in the case of promotional grants. During 2025, we did not consider material nonpublic information when determining the timing or terms of equity awards for the NEOs, and we did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
One-Time IPO-Related Compensation
| About Circle | Proxy Voting Roadmap | Board and Governance Matters | 2025 Director Compensation | Executive Compensation |
One-Time Promotion Compensation
One-Time Promotion Compensation In connection with his promotion to President, Mr. Tarbert was awarded an equity award of $1,500,000 in value, in restricted stock units. The promotion RSUs had both time-based and performance-based vesting conditions. The time-based vesting condition is 25% after one year, then monthly thereafter for the next 36 months. The performance-based vesting condition was based upon the achievement of a qualifying change in control event or public listing of our common stock, and was deemed satisfied in connection with our IPO. In connection with his promotion to Chief Commercial Officer, Mr. Razzaghi was awarded two equity awards totaling $16,000,000 in grant date value, awarded 50% in RSUs and 50% in stock options. Both awards vest in 16 quarterly installments beginning on September 1, 2025.
Employment Agreements with NEOs
Employment Agreements with NEOs We have entered into offer letters with each of our NEOs. In fiscal year 2025, we also adopted an executive severance plan (the “Executive Severance Plan”), which provides for certain payments and benefits in the event of a termination of employment, including an involuntary termination of employment in connection with a change in control of Circle. All of our NEOs are eligible for severance benefits under the Executive Severance Plan and the terms of the Executive Severance Plan replace the severance provisions in such NEO’s offer letters, if any. The terms and conditions relating to the Executive Severance Plan are set forth below in “—Executive Compensation—Potential Payments Upon Severance or Change in Control.”
Offer Letters
Offer Letters The material terms of the applicable offer letters with Mr. Allaire, Mr. Fox-Geen, Mr. Razzaghi, Mr. Tarbert, and Mr. Chandhok are described below. Jeremy Allaire. We entered into an offer letter with Mr. Allaire, dated February 1, 2025 (the “Allaire Offer Letter”), which sets forth his terms of employment in the position of CEO. The Allaire Offer Letter sets forth Mr. Allaire’s annual base salary, his target bonus percentage, and his eligibility to participate in our equity incentive plan and our benefit plans generally. Mr. Allaire is subject to our standard non-solicitation, confidentiality, and assignment agreement, which provides for restrictions on non- competition (during employment and for one year post-termination), employee and customer non-solicitation (during employment and for one year post-termination), confidentiality (perpetual), and assignment of intellectual property rights. Jeremy Fox-Geen. We entered into an offer letter with Mr. Fox-Geen, dated as of February 1, 2025 (the “Fox-Geen Offer Letter”). The Fox-Geen Offer Letter sets forth the terms of Mr. Fox-Geen’s employment, including his positions and duties, his annual base salary, his target bonus percentage, and his eligibility to participate in our equity incentive plan and benefit plans generally. Mr. Fox-Geen is subject to our standard non-solicitation, confidentiality, and assignment agreement, which provides for restrictions on employee and customer non-solicitation (during employment and for one year post-termination), confidentiality (perpetual), and assignment of intellectual property rights. Kash Razzaghi. We entered into an offer letter with Mr. Razzaghi, dated as of September 1, 2025 (the “Razzaghi Offer Letter”). The Razzaghi Offer Letter sets forth the terms of Mr. Razzaghi’s employment, including his positions and duties, his annual base salary, his target bonus percentage, and his eligibility to participate in our equity incentive plan and benefit plans generally. Mr. Razzaghi is subject to our standard non-solicitation, confidentiality, and assignment agreement, which provides for restrictions on employee and customer non-solicitation (during employment and for one year post-termination), confidentiality (perpetual), and assignment of intellectual property rights. Heath Tarbert. We entered into an offer letter with Mr. Tarbert, dated as of February 1, 2025 (the “Tarbert Offer Letter”). The Tarbert Offer Letter sets forth the terms of Mr. Tarbert’s employment, including his positions and duties, his annual base salary, his target bonus percentage, and his eligibility to participate in our equity incentive plan and benefit plans generally. Mr. Tarbert is subject to our standard non-solicitation, confidentiality, and assignment agreement, which provides for restrictions on employee and customer non-solicitation (during employment and for one year post-termination), confidentiality (perpetual), and assignment of intellectual property rights. Nikhil Chandhok. We entered into an offer letter with Mr. Chandhok, dated as of February 1, 2025 (the “Chandhok Offer Letter”). The Chandhok Offer Letter sets forth the terms of Mr. Chandhok’s employment, including his positions and duties, his annual base salary, his target bonus percentage, and his eligibility to participate in our equity incentive plan and benefit plans generally. Mr. Chandhok is subject to our standard non-solicitation, confidentiality, and assignment agreement, which provides for restrictions on employee and customer non-solicitation (during employment and for one year post-termination), confidentiality (perpetual), and assignment of intellectual property rights.
Offer Letters
| About Circle | Proxy Voting Roadmap | Board and Governance Matters | 2025 Director Compensation | Executive Compensation |
Danita Ostling
| About Circle | Proxy Voting Roadmap | Board and Governance Matters | 2025 Director Compensation | Executive Compensation |
Summary Compensation Table
Summary Compensation Table The following table sets forth information concerning the compensation paid to our NEOs during our fiscal years ended December 31, 2025, 2024, and 2023.
Summary Compensation Table
| Name and principal position | Year | Salary ($) | Bonus ($) | Stock awards ($)(1) | Option awards ($)(2) | Non-equity incentive plan compensation ($) | All other compensation ($)(3) | Total ($) | | Jeremy Allaire Chairman and Chief Executive Officer | 2025 | 900,000 | 500,000(4) | 8,999,974 | — | 1,764,000 | 4,096,862 | 16,260,836 | | | 2024 | 900,000 | — | 8,999,983 | — | 1,568,700 | 776,334 | 12,245,017 | | | 2023 | 850,000 | — | 3,849,977 | 3,868,126 | 1,386,350 | 106,100 | 10,060,553 | | Jeremy Fox-Geen Chief Financial Officer | 2025 | 500,000 | 500,000(4) | 5,999,983 | — | 770,000 | — | 7,769,983 | | | 2024 | 500,000 | — | 3,999,996 | — | 684,750 | — | 5,184,746 | | | 2023 | 500,000 | — | 1,749,975 | 1,756,476 | 640,750 | — | 4,647,201 | | Kash Razzaghi Chief Commercial Officer(5) | 2025 | 483,333 | 1,356,250(6) | 10,207,876 | 7,999,991 | 700,000 | 48,770 | 20,796,220 | | Heath Tarbert President(7) | 2025 | 500,000 | 500,000(4) | 7,499,994 | — | 770,000 | 91,372 | 9,361,366 | | | 2024 | 500,000 | — | 3,999,996 | — | 684,750 | — | 5,184,746 | | | 2023(8) | 250,000 | 500,000(9) | 11,421,846 | 11,890,559 | 412,500 | — | 24,474,905 | | Nikhil Chandhok Chief Product and Technology Officer(10) | 2025 | 500,000 | 500,000(4) | 5,999,983 | — | 770,000 | 108,414 | 7,878,397 | | | 2024 | 500,000 | — | 3,999,996 | — | 466,875 | — | 4,966,871 | | | 2023 | 475,000 | — | 749,975 | 752,233 | 332,025 | — | 2,309,233 |
Summary Compensation Table
(1)The amounts reported represent the aggregate grant date fair value of the RSU awards granted to the NEOs, calculated in accordance with FASB ASC Topic 718. Such grant date fair values do not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair value of the RSU awards reported in this column are set forth in Note 17 to our audited consolidated financial statements for the year ended December 31, 2025 included in our Annual Report on Form 10-K for fiscal year 2025. The amounts reported in this column reflect the accounting cost for these RSU awards and do not correspond to the actual economic value that may be received by our NEOs upon the vesting and settlement of the RSU awards or any sale of the underlying shares of Circle following settlement. (2)The amounts reported represent the aggregate grant date fair value of the option awards granted to the NEOs, calculated in accordance with FASB ASC Topic 718. Such grant date fair values do not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair value of the option awards reported in this column are set forth in Note 17 to our audited consolidated financial statements for the year ended December 31, 2025 included in our Annual Report on Form 10-K for fiscal year 2025. The amounts reported in this column reflect the accounting cost for these option awards and do not correspond to the actual economic value that may be received by our NEOs upon the exercise of the option awards or any sale of the underlying shares of Circle. (3)The amount reported reflects costs related to personal security services for Mr. Allaire in 2023, and for personal security during personal travel and home security enhancement for Mr. Allaire in 2024 and 2025, and for home security enhancements for the other NEOs in 2025. (4)Represents the one-time IPO awards that are paid quarterly over two years. (5)Mr. Razzaghi was promoted to Chief Commercial Officer on September 1, 2025. (6)Represents the following cash payments: $500,000 one-time performance bonus paid in March 2025, $618,750 in quarterly cash payments from the 2025 cash for equity election, and $237,500 from the 2024 cash for equity election. (7)In 2024, Mr. Tarbert held the role of Chief Legal Officer and Head of Corporate Affairs. Mr. Tarbert was promoted to President on January 1, 2025 and remains our Chief Legal Officer. (8)Mr. Tarbert commenced his employment with us on July 1, 2023 and his base salary and cash-based incentive compensation were pro-rated accordingly. (9)Represents a one-time sign-on bonus granted in connection with Mr. Tarbert’s commencement of employment. (10)In 2024 and 2023, Mr. Chandhok held the role of Chief Product Officer.
Summary Compensation Table
| | | | | | Proxy Statement 2026 | 67 |
Summary Compensation Table
| Audit Matters | Stock Ownership Information | Stockholder Proposals for 2026 Annual Meeting | Information About the Annual Meeting and Voting | Additional Information |
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table sets forth information with respect to plan-based awards granted to our NEOs during our fiscal year ended December 31, 2025.
Grants of Plan-Based Awards
| | | Estimated future payouts under non-equity incentive plan awards(1) | | | All other stock awards: number of shares of stock or units (#)(2) | Exercise price of option awards ($/Sh) | Grant date fair value of stock and option awards | | Name | Grant date | Threshold ($) | Target ($) | Maximum ($) | | | | | Jeremy Allaire | Feb-5-2025 | | | | 288,831 | | $8,999,974 | | | Feb-14-2025 | $630,000 | $1,260,000 | $1,890,000 | | | | | Jeremy Fox-Geen | Feb-5-2025 | | | | 192,554 | | $5,999,983 | | | Feb-14-2025 | $275,000 | $550,000 | $825,000 | | | | | Kash Razzaghi | Feb-5-2025 | | | | 92,666 | | $2,887,473 | | | Feb-14-2025 | $237,500 | $475,000 | $712,500 | | | | | | Sep-1-2025 | | | | 55,466 | | $7,320,403 | | | Sep-1-2025 | | | | 102,546 | $131.98 | $7,999,991 | | Heath Tarbert | Feb-5-2025 | | | | 192,554 | | $5,999,983 | | | Feb-5-2025 | | | | 48,139 | | $1,500,011 | | | Feb-14-2025 | $275,000 | $550,000 | $825,000 | | | | | Nikhil Chandhok | Feb-5-2025 | | | | 192,554 | | $5,999,983 | | | Feb-14-2025 | $275,000 | $550,000 | $825,000 | | | |
Grants of Plan-Based Awards
(1)These columns reflect the 2025 STIP opportunities for our NEOs, as described under “Compensation Discussion and Analysis—Elements of 2025 Executive Compensation Program—Short-Term Incentive Plan above. The amounts reported in the “Threshold” column assume that the achievement of threshold performance under both the 1H and 2H STIPs. (2)The amounts in this column reflect the RSUs and Options granted to our NEOs during fiscal year 2025, as described under “Compensation Discussion and Analysis—Elements of 2025 Executive Compensation Program—Equity Incentive Compensation” above.
Grants of Plan-Based Awards
| | | | | 68 | Proxy Statement 2026 | |
Grants of Plan-Based Awards
| About Circle | Proxy Voting Roadmap | Board and Governance Matters | 2025 Director Compensation | Executive Compensation |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table sets forth information concerning outstanding equity awards for our NEOs as of the end of our fiscal year ended December 31, 2025.
Outstanding Equity Awards at Fiscal Year-End
| | | Option awards(1) | | | | Stock awards(1) | | | Name | Grant Date | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Option exercise price ($) | 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 ($) | | Jeremy Allaire | 11-Sep-2018 | 552,938 | — | $0.08 | 11-Sep-2028 | — | — | | | 16-Jan-2020 | 583,333 | — | $0.08 | 16-Jan-2030 | — | — | | | 04-May-2022 | 142,451 | 3,031(2) | $48.45 | 04-May-2032 | — | — | | | 17-Apr-2023 | 175,895 | 65,333(2) | $32.95 | 13-Apr-2033 | — | — | | | 03-May-2023 | 22 | 8(2) | $32.95 | 03-May-2033 | — | — | | | 04-May-2022 | — | — | — | — | 1,634(3) | $129,576 | | | 17-Apr-2023 | — | — | — | — | 31,645(3) | $2,509,449 | | | 20-Mar-2024 | — | — | — | — | 168,554(3) | $13,366,332 | | | 02-Feb-2025 | — | — | — | — | 288,831(3) | $22,904,298 | | Jeremy Fox-Geen | 19-May-2021 | 1,181,606 | — | $10.11 | 19-May-2031 | — | — | | | 04-May-2022 | 28,115 | 598(2) | $48.45 | 04-May-2032 | — | — | | | 17-Apr-2023 | 79,963 | 29,700(2) | $32.95 | 13-Apr-2033 | — | — | | | 04-May-2022 | — | — | — | — | 322(3) | $25,535 | | | 17-Apr-2023 | — | — | — | — | 14,384(3) | $1,140,651 | | | 20-Mar-2024 | — | — | — | — | 74,913(3) | $5,940,601 | | | 02-Feb-2025 | — | — | — | — | 192,554(3) | $15,269,532 | | Kash Razzaghi | 13-Apr-2021 | 75,000 | — | $10.11 | 13-Apr-2031 | — | — | | | 17-Apr-2023 | 34,269 | 12,729(2) | $32.95 | 13-Apr-2033 | — | — | | | 01-Sep-2025 | 6,409 | 96,137(5) | $131.98 | 01-Sep-2035 | — | — | | | 17-Apr-2023 | — | — | — | — | 6,164(3) | 488,805 | | | 20-Mar-2024 | — | — | — | — | 28,560(3) | $2,264,808 | | | 05-Feb-2025 | — | — | — | — | 92,666(3) | $7,348,414 | | | 01-Sep-2025 | — | — | — | — | 52,000(4) | $4,123,600 | | Heath Tarbert | 02-Sep-2023 | 559,927 | 372,071(2) | $25.09 | 28-Aug-2033 | — | — | | | 02-Sep-2023 | — | — | — | — | 180,197(3) | $14,289,622 | | | 20-Mar-2024 | — | — | — | — | 74,913(3) | $5,940,601 | | | 05-Feb-2025 | — | — | — | — | 192,554(3) | $15,269,532 | | | 05-Feb-2025 | — | — | — | — | 48,139(3) | $3,817,423 | | Nikhil Chandhok | 04-Feb-2022 | 1,096,774 | 52,903(2) | $25.81 | 04-Feb-2032 | — | — | | | 17-Apr-2023 | 34,269 | 12,729(2) | $32.95 | 13-Apr-2033 | — | — | | | 04-Feb-2022 | — | — | — | — | 41,844(3) | $3,318,229 | | | 17-Apr-2023 | — | — | — | — | 6,164(3) | $488,805 | | | 20-Mar-2024 | — | — | — | — | 74,913(3) | $5,940,601 | | | 05-Feb-2025 | — | — | — | — | 192,554(3) | $15,269,532 |
Outstanding Equity Awards at Fiscal Year-End
| | | | | | Proxy Statement 2026 | 69 |
Outstanding Equity Awards at Fiscal Year-End
| Audit Matters | Stock Ownership Information | Stockholder Proposals for 2026 Annual Meeting | Information About the Annual Meeting and Voting | Additional Information |
Outstanding Equity Awards at Fiscal Year-End
(1)Each equity award was granted under and is subject to the terms of our stock plans. As described below under “2013 Circle Internet Financial Limited Share Award Scheme,” awards under the 2013 Scheme will be exercised or settled, as applicable, for shares of our Class A common stock or Class B common stock, as applicable. (2)1/4 of the shares subject to the option award vest upon the one-year anniversary following the vesting commencement date and the remaining portion vest in 36 successive equal monthly installments thereafter, in each case, subject to the NEO’s continued service relationship with Circle through each applicable vesting date. The award is also subject to certain acceleration of vesting provisions described under “Potential Payments Upon Severance or Change in Control” below. (3)These RSUs vest over four years, with 1/4 of the shares subject to these RSU awards vesting upon the first anniversary of the vesting commencement date and the remaining portion vesting in 36 successive equal monthly installments thereafter, in each case, subject to the NEO’s continued service relationship with Circle through each applicable vesting date. The awards are also subject to certain acceleration of vesting provisions as described under “Potential Payments Upon Severance or Change in Control” below. (4)These RSUs vest in 16 equal quarterly installments, subject to the NEO’s continued service relationship with Circle through each applicable vesting date. The awards are also subject to certain acceleration of vesting provisions as described under “Potential Payments Upon Severance or Change in Control” below. (5)The shares subject to the option award vest in 16 equal quarterly installments thereafter, in each case, subject to the Mr. Razzaghi’s continued service relationship with Circle through each applicable vesting date. The award is also subject to certain acceleration of vesting provisions described under “Potential Payments Upon Severance or Change in Control” below.
Option Exercises and Stock Vested
Option Exercises and Stock Vested The following table sets forth information concerning stock options exercised and stock awards vested for our NEOs during our fiscal year ended December 31, 2025.
Option Exercises and Stock Vested
| | Option Awards(1) | | Stock Awards(1) | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Jeremy Allaire | — | — | 317,065 | 16,858,739 | | Jeremy Fox-Geen | 247,572 | 11,046,346 | 122,803 | 6,684,685 | | Kash Razzaghi | 364,583 | 11,331,240 | 234,379 | 10,466,481 | | Heath Tarbert | 7,970 | 1,244,914 | 343,958 | 18,778,648 | | Nikhil Chandhok | 120,000 | 6,410,650 | 1,047,921 | 48,347,634 |
Option Exercises and Stock Vested
(1)The value realized for option awards and stock awards is based on the closing price per share of our Class A common stock on the applicable stock vesting date and, in the case of options, less than applicable exercise price.
Option Exercises and Stock Vested
| | | | | 70 | Proxy Statement 2026 | |
Option Exercises and Stock Vested
| About Circle | Proxy Voting Roadmap | Board and Governance Matters | 2025 Director Compensation | Executive Compensation |
Potential Payments upon Severance or Change in Control
Potential Payments upon Severance or Change in Control The table, footnotes, and narratives below reflect the assumption that a hypothetical termination of employment and/or change in control occurred on the last business day of our 2025 fiscal year.
Quantification of termination payments and benefits
| About Circle | Proxy Voting Roadmap | Board and Governance Matters | 2025 Director Compensation | Executive Compensation |
CEO Pay Ratio
CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing the ratio of the annual total compensation of our median employee to the annual total compensation of our Chairman and CEO. This pay ratio represents our reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K and applicable guidance, which provide flexibility in how companies identify the median employee. Each company may use a different methodology and make different assumptions that are particular to that company. As a result, and as explained by the SEC when it adopted this rule, stockholders should keep in mind that the pay ratio disclosure was not designed to facilitate comparisons among companies, even those within the same industry, but rather to allow stockholders to better understand and assess each company’s compensation practices and pay ratio disclosures.
Pay Ratio
Pay Ratio As of December 31, 2025, our Chairman and CEO was Mr. Allaire. The 2025 total compensation for Mr. Allaire, as reported in the Summary Compensation Table above, was $16,260,836, and the 2025 total compensation for the median employee was $298,892, resulting in a pay ratio of approximately 54:1.
Pay Versus Performance
Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive Compensation Actually Paid (“CAP”) and certain financial performance metrics of Circle. The following table provides information regarding compensation paid to our CEO and other NEOs, along with the cumulative total shareholder return (“TSR”) of our company and a group of our peers (described below), Net Income, and Adjusted EBITDA, which is considered the most important financial measure used by us to link CAP to our NEOs to our performance. For further information concerning our pay-for- performance philosophy and how we align executive compensation with our performance, refer to the section entitled “Compensation Discussion and Analysis”, beginning on page 50, and see “Additional Information—Non-GAAP Financial Measures” below for a reconciliation of Adjusted EBITDA to net income (loss) from continuing operations, the most closely comparable GAAP measure. Note that our IPO occurred in June 2025, and we do not present information for years prior to when we became a public reporting company. The information contained in this “—Pay Versus Performance” section will not be incorporated into any of our filings under the Securities Act or the Exchange Act, except to the extent we specifically incorporate such information by reference therein.
Pay Versus Performance
| | Summary Compensation Table Total for CEO ($) | Compensation Actually Paid to CEO ($)(1)(2) | Average Summary Compensation Table Total for Non-CEO NEOs ($) | Average Compensation Actually Paid to Non-CEO NEOs ($)(1)(2) | Year-End Value of $100 Invested on June 5, 2025 | | Net Income (Loss) ($ in Millions) | Company Selected Measure: Adjusted EBITDA ($ in Millions) | | Year | | | | | Total Shareholder Return ($)(3) | Peer Group Total Shareholder Return ($)(4) | | | | 2025 | 16,260,836 | 54,952,569 | 11,451,492 | 45,273,868 | 95.28 | 98.24 | (70) | 582 |
Pay Versus Performance
(1)Compensation Actually Paid to the CEO and the average CAP for the non-CEO NEOs in the table above reflects the following adjustments from the Summary Compensation Table above. The amounts shown for CAP have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the CEO or non-CEO NEOs during 2025.
Pay Versus Performance
| | CEO Dec 31 2025 ($) | Average Non-CEO NEOs Dec 31, 2025 ($) | | Summary Compensation Table Total for CEO | 16,260,836 | 11,451,492 | | Minus Grant Date Fair Value of Equity Awards in Summary Compensation Table | 8,999,974 | 9,426,957 | | Plus Year End Fair Value of Equity Awards Granted During Year That are Outstanding and Unvested at FYE | 22,904,298 | 16,593,700 | | Adjust for Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | 12,917,073 | 11,745,459 | | Adjust for Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | — | 152,865 | | Adjust for Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | 11,870,336 | 14,757,310 | | Equals Compensation Actually Paid | 54,952,569 | 45,273,868 |
Pay Versus Performance
No dividends or earnings were paid, and there were no changes in pension values as we do not sponsor any pensions. (2)Stock options are valued as of the applicable measurement date using a Black-Scholes model, with assumptions consistent with those used for grant date fair value under ASC 718. (3)Total Shareholder Return reflects the cumulative total return of an initial $100 investment in our Class A common stock, measured from June 5, 2025 (the date our Class A common stock began trading on the NYSE). Historical stock price performance is not necessarily indicative of future stock price performance. There were no dividends or other earnings paid in the covered fiscal year. (4)The Peer Group Total Shareholder Return (“TSR”) set forth in this table utilizes the custom peer group which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in the Annual Report. The custom peer group includes COIN, PYPL, V, MA, XYZ, HOOD, and BLSH.
Pay Versus Performance
| | | | | 74 | Proxy Statement 2026 | |
Pay Versus Performance
| About Circle | Proxy Voting Roadmap | Board and Governance Matters | 2025 Director Compensation | Executive Compensation |
COMPENSATION ACTUALLY PAID VS. TOTAL SHAREHOLDER RETURN (DEC. 31, 2025)
COMPENSATION ACTUALLY PAID VS. TOTAL SHAREHOLDER RETURN (DEC. 31, 2025)
COMPENSATION ACTUALLY PAID VS. TOTAL SHAREHOLDER RETURN (DEC. 31, 2025)
| | CEO CAP | | Avg NEO CAP | | CRCL TSR | | PEER TSR |
COMPENSATION ACTUALLY PAID VS. NET INCOME (LOSS) (DEC. 31, 2025)
COMPENSATION ACTUALLY PAID VS. NET INCOME (LOSS) (DEC. 31, 2025)
COMPENSATION ACTUALLY PAID VS. NET INCOME (LOSS) (DEC. 31, 2025)
| | CEO CAP | | Avg NEO CAP | | Net Income/Loss |
COMPENSATION ACTUALLY PAID VS. ADJUSTED EBITDA(1) (DEC. 31, 2025)
COMPENSATION ACTUALLY PAID VS. ADJUSTED EBITDA(1) (DEC. 31, 2025)
COMPENSATION ACTUALLY PAID VS. ADJUSTED EBITDA(1) (DEC. 31, 2025)
| | CEO CAP | | Avg NEO CAP | | Adj EBITDA |
COMPENSATION ACTUALLY PAID VS. ADJUSTED EBITDA(1) (DEC. 31, 2025)
(1)See “Additional Information—Non-GAAP Financial Measures” for a reconciliation of Adjusted EBITDA to net income (loss) from continuing operations.
COMPENSATION ACTUALLY PAID VS. ADJUSTED EBITDA(1) (DEC. 31, 2025)
| | | | | | Proxy Statement 2026 | 75 |
COMPENSATION ACTUALLY PAID VS. ADJUSTED EBITDA(1) (DEC. 31, 2025)
| Audit Matters | Stock Ownership Information | Stockholder Proposals for 2026 Annual Meeting | Information About the Annual Meeting and Voting | Additional Information |
COMPENSATION ACTUALLY PAID VS. ADJUSTED EBITDA(1) (DEC. 31, 2025)
While we utilize several performance measures to align executive compensation with our performance, not all of those measures are presented in the Pay versus Performance Table. “Compensation Actually Paid”, as required under SEC rules, reflects adjusted values to unvested and vested equity awards during the years shown in the table based on year-end stock prices, various accounting valuation assumptions, and projected performance modifiers, but does not reflect either the value attributed to those awards by the Compensation Committee at the time of grant or the actual amounts paid out for those awards. Moreover, we generally seek to incentivize long-term performance, and therefore do not specifically align our performance measures with compensation that is actually paid (as computed in accordance with SEC rules) for a particular year. For a discussion of how our Compensation Committee assesses our performance and our NEOs’ pay, see “Compensation Discussion and Analysis” in this Proxy Statement.
Relationship Between Pay and Performance
| About Circle | Proxy Voting Roadmap | Board and Governance Matters | 2025 Director Compensation | Executive Compensation |
Audit Matters
| About Circle | Proxy Voting Roadmap | Board and Governance Matters | 2025 Director Compensation | Executive Compensation |
Adam Selipsky
| About Circle | Proxy Voting Roadmap | Board and Governance Matters | 2025 Director Compensation | Executive Compensation |
Directors, and Management
| About Circle | Proxy Voting Roadmap | Board and Governance Matters | 2025 Director Compensation | Executive Compensation |
Equity Compensation Plan Information
| About Circle | Proxy Voting Roadmap | Board and Governance Matters | 2025 Director Compensation | Executive Compensation |
Availability of Amended and Restated Bylaws
| About Circle | Proxy Voting Roadmap | Board and Governance Matters | 2025 Director Compensation | Executive Compensation |
What happens if I do not give specific voting instructions when I deliver my proxy?
| About Circle | Proxy Voting Roadmap | Board and Governance Matters | 2025 Director Compensation | Executive Compensation |
Stockholders, Banks, and Brokers: Call Toll-Free: 866-889-2033
| About Circle | Proxy Voting Roadmap | Board and Governance Matters | 2025 Director Compensation | Executive Compensation |
Non-GAAP Financial Measures Reconciliation
| About Circle | Proxy Voting Roadmap | Board and Governance Matters | 2025 Director Compensation | Executive Compensation |
Corporate Impact Highlights
| About Circle | Proxy Voting Roadmap | Board and Governance Matters | 2025 Director Compensation | Executive Compensation |