CIRCLE INTERNET GROUP INC CLASS A (CRCL)
Sector: Information Technology
2026 Annual Meeting Analysis
CIRCLE INTERNET GROUP INC CLASS A · Meeting: May 14, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Three Class I Directors
Allaire is the co-founder and CEO who has served as a director since 2013, but Circle only became a public company in June 2025, so no meaningful multi-year public market TSR record exists against which to apply the underperformance trigger; he has no overboarding issues, attendance is above 75%, and his qualifications as co-founder and CEO are directly relevant to the company's business.
Broderick joined the board in June 2023, fewer than 36 months before this meeting, and Circle only went public in June 2025, meaning there is no public-market TSR record spanning his tenure sufficient to trigger the underperformance test; he holds one other public company board seat (Bank of Montreal), well below the four-seat overboarding threshold, attendance exceeded 75%, and his risk management background at Goldman Sachs is directly relevant.
Neville is a co-founder who joined the board in 2016, but Circle only began trading as a public company in June 2025, so no public-market TSR record is available against which to apply the underperformance trigger; he holds no other public company board seats, attendance exceeded 75%, and his founding role and technology expertise are clearly relevant; the proxy discloses that an adult child of his is employed by Circle in a non-executive role, but the board determined Mr. Neville did not participate in hiring or compensation decisions for that individual, and the board has classified him as independent, which we accept given the limited materiality of the relationship.
All three Class I nominees pass the policy screens: Circle only became a public company in June 2025 so no multi-year public TSR record exists, none of the directors are overboarded, all attended at least 75% of meetings, and each has relevant qualifications for a fintech/digital-assets company. Vote FOR all three.
Say on Pay
✓ FORCEO
Jeremy Allaire
Total Comp
$16,260,836
Prior Support
N/A
This is Circle's inaugural say-on-pay vote as a newly public company (IPO June 2025), so there is no prior-year vote result to weigh. The CEO's total reported pay of approximately $16.3 million is elevated but reflects a year in which the company completed a $1.2 billion IPO, grew revenue 64% year-over-year, and grew Adjusted EBITDA 104%; the company states that over 90% of executive pay is variable and at-risk, with equity grants vesting over multi-year schedules, which satisfies the pay-mix requirement that at least 50-60% of compensation be performance-driven. The company discloses a meaningful clawback policy compliant with SEC and NYSE rules, maintains stock ownership requirements of five times base salary for the CEO, and the short-term incentive plan uses formulaic Adjusted EBITDA targets with disclosed thresholds, representing measurable performance conditions rather than discretionary payouts.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$5,874,885
Non-Audit Fees
$1,589,508
Non-audit fees (audit-related fees of $1,565,583 plus tax fees of $23,925 plus other fees of $3,790, totaling approximately $1,593,298) represent roughly 27% of audit fees of $5,874,885, well below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire per policy; Deloitte is a Big Four firm appropriate for a $17 billion market-cap company; no material restatements are disclosed.
Actual Vote Results
Meeting held May 14, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Craig Broderick | 97.1% | 141.2M | 4.2M | ✓ Elected |
| Jeremy Allaire | 96.9% | 141.0M | 4.4M | ✓ Elected |
| P. Sean Neville | 89.6% | 130.2M | 15.1M | ✓ Elected |
Broker non-votes: 56.4M
Say on Pay
For 144.0M · Against 1.3M · Abstain 401,715
Auditor Ratification
For 201.6M · Against 154,559 · Abstain 405,654
Other Proposals
Proposal 3
Advisory Vote to Approve the Frequency of Future Advisory Votes on Named Executive Officer Compensation
Overall Assessment
Circle's inaugural annual meeting as a public company presents a straightforward ballot: all three director nominees pass policy screens given the absence of a public TSR record (the company IPO'd in June 2025), Deloitte's non-audit fee ratio is well within acceptable bounds, and the executive compensation program reflects a strong pay-for-performance structure with over 90% variable pay and a compliant clawback policy. We vote FOR all proposals on the ballot.
Compensation Peer Group
21 companies disclosed in 2026 proxy filing