Not independent
Tenure on this board
1.0 yrs
3 nominees · 4 ballot items.
Elect three Class I directors; ratify Ernst & Young LLP as independent auditor; approve, on a non-binding advisory basis, the compensation of named executive officers (Say-on-Pay); select, on a non-binding advisory basis, the frequency (one, two, or three years) of future Say-on-Pay votes; and transact any other proper business at the meeting.
Elect three Class I director nominees (Christopher Britt, Shawn Carolan, James Dunne) to hold office until the 2029 Annual Meeting.
Ratify the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2026.
Non-binding, advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement, including the Compensation Discussion & Analysis and compensation tables.
This management-sponsored advisory proposal asks shareholders to approve, on a non-binding basis, the Company’s executive compensation as disclosed in the proxy statement. Management seeks this approval to validate its pay-for-performance philosophy, the mix of cash and equity (including large performance-based PSU awards to the co-founders), and the Compensation Committee’s decisions following the IPO and fiscal 2025 performance. The proposal is non-binding but is used by the Compensation Committee to gauge investor sentiment and to inform future compensation decisions and potential adjustments. Contextually, Chime’s 2025 compensation program included sizable performance and time-based equity grants tied to growth, profitability and multi-year stock-price hurdles, reflecting a focus on long-term value creation but resulting in very large reported grant-date values for the co-founders. The Board’s recommendation to vote FOR is premised on alignment between management incentives and stockholder interests, the use of independent compensation advisers and peer benchmarking, and governance features such as clawback policies and independent committee oversight. Critics might point to the scale and structure of co-founder awards relative to revenue and net loss in 2025, and to the potential for perceived misalignment if performance targets are not sufficiently rigorous or if awards unduly concentrate voting/control benefits. The Board notes the vote is advisory and that it will engage with stockholders and consider the vote outcome when setting future compensation. Given the program’s mix of multi-year performance vesting, service conditions, and compensation governance practices, a FOR vote signals stockholder support for the Compensation Committee’s approach while a significant opposing vote would likely trigger further engagement and possible program changes.
Non-binding, advisory vote to indicate whether future Say-on-Pay votes should occur every one, two, or three years (the Board recommends one year).
This management proposal asks shareholders, on a non-binding basis, to indicate their preference for the frequency—one, two, or three years—of future advisory Say-on-Pay votes. Management recommends annual votes (‘ONE YEAR’) to provide regular and timely stockholder feedback on executive compensation and to allow the Compensation Committee to incorporate that feedback into near-term compensation planning. The proposal is required periodically under Dodd-Frank/SEC rules and is non-binding, with the option receiving the plurality of votes deemed the stockholders’ preference. The choice reflects tradeoffs between frequency of engagement and administrative burden: annual votes allow more frequent investor signaling and quicker course correction, while multi-year cycles can limit short-term pressures on management and reduce administrative complexity. For Chime specifically, the Board frames annual votes as appropriate given the recent transition to a public company, significant 2025 equity awards tied to long-term performance, and the need to monitor alignment between pay and evolving performance metrics. The Board commits to consider the outcome but is not bound by it; however, a clear majority for a frequency other than one year could prompt the Compensation Committee to adjust its cadence. Institutional investors typically prefer either annual or triennial cycles; management’s recommendation of annual votes aims to maximize responsiveness to investor concerns in the near-term as Chime builds its public-company governance track record.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Galileo (PTC) Ltd | 13.72% | 52,268,715 | $979M |
| 2 | CROSSLINK CAPITAL INC | 6.87% | 26,185,368 | $490M |
| 3 | GENERAL ATLANTIC, L.P. | 5.58% | 21,259,683 | $398M |
| 4 | Menlo Ventures Management, L.P. | 4.58% | 17,442,713 | $327M |
| 5 | Aspect Management, LLC | 3.13% | 11,933,275 | $224M |
| 6 | TIGER GLOBAL MANAGEMENT LLC | 2.91% | 11,081,780 | $208M |
| 7 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.63% | 10,029,260 | $188M |
| 8 | VANGUARD CAPITAL MANAGEMENT LLC | 2.51% | 9,560,109 | $179M |
| 9 | Forerunner Ventures Management, LLC | 2.37% | 9,031,107 | $169M |
| 10 | Capital Research Global Investors | 1.60% | 6,113,885 | $115M |
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