Not independent
Tenure on this board
1.0 yrs
3 nominees · 4 ballot items.
Election of three Class I directors; advisory vote to approve named executive officer compensation (say-on-pay); advisory vote on frequency of future say-on-pay votes (recommend annual); and ratification of Deloitte & Touche LLP as independent registered public accounting firm.
Election of three Class I directors (Jeremy Allaire, Craig Broderick, and P. Sean Neville) to hold office until 2029.
Non-binding, advisory (say-on-pay) vote to approve the compensation of the named executive officers as disclosed in the proxy statement.
This management proposal asks stockholders to cast a non-binding advisory vote to approve the overall compensation of Circle’s named executive officers (NEOs) as described in the Compensation Discussion and Analysis and related tables. Management seeks shareholder approval to validate its pay-for-performance philosophy, which emphasizes at-risk, performance-based pay with long-term equity awards and ambitious performance targets tied to Adjusted EBITDA and non-financial goals. The board and Compensation Committee recommend a vote FOR to demonstrate stockholder support for executive pay practices that align management incentives with long-term growth, retention, and stockholder value, citing peer benchmarking, an independent compensation consultant, and governance safeguards such as clawback policies and stock ownership guidelines. The proposal is advisory and non-binding, but management will consider the outcome in future compensation decisions. The context includes Circle’s 2025 IPO, significant equity grants tied to the IPO and performance, and robust disclosure; potential controversies relate to high levels of equity compensation, founder-controlled voting structure, and generous one-time promotional grants and IPO-related awards that may concern some investors.
Non-binding advisory vote to select how often to hold say-on-pay votes (one, two, or three years); board recommends annual votes.
This management proposal asks stockholders, in a non-binding advisory capacity, to indicate whether advisory votes on executive compensation should be held every year, every two years, or every three years. The Board recommends an annual frequency, arguing that annual say-on-pay votes provide more frequent and timely feedback from stockholders on executive compensation policies, allowing the board and Compensation Committee to respond quickly to stockholder concerns and maintain alignment with governance best practices. The recommendation reflects Circle’s status as a newly public company following its 2025 IPO and the desire for frequent engagement during early public-company life. The advisory vote is non-binding, but the Board will consider the results; the proposal’s governance context includes the company’s significant equity-based compensation programs, founder-influenced voting structure, and rapid organizational changes that may motivate stockholders to prefer more regular oversight. Potential investor concerns include advisory nature of the vote and whether annual votes materially change compensation outcomes.
Ratify appointment of Deloitte & Touche LLP as Circle’s independent registered public accounting firm for 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | IDG China Capital Fund III Associates L.P. | 3.6% | 9,003,674 | $859M |
| 2 | IDG-Accel China Capital II Associates L.P. | 2.8% | 6,996,111 | $667M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.2% | 5,489,236 | $524M |
| 4 | MARSHALL WACE, LLP | 2.0% | 4,963,694 | $474M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 1.9% | 4,607,007 | $440M |
| 6 | ARK Investment Management LLC | 1.8% | 4,509,482 | $430M |
| 7 | Southpoint Capital Advisors LP | 1.3% | 3,300,000 | $315M |
| 8 | Sumitomo Mitsui Trust Group, Inc. | 1.2% | 2,917,764 | $278M |
| 9 | Amova Asset Management Americas, Inc. | 1.2% | 2,914,947 | $278M |
| 10 | D. E. Shaw Co., Inc.Activist | 1.1% | 2,674,525 | $255M |
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