Chime Financial (CHYM) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 2, 2026, to be held virtually, with voting on director elections, auditor ratification, executive compensation, and the frequency of future say-on-pay votes.

• Only stockholders of record as of April 8, 2026, are entitled to vote, with Class A shares having one vote and Class B shares having twenty votes per share.

• Proxy materials are primarily distributed electronically to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Proposals include electing three Class I directors, ratifying Ernst & Young LLP as auditor, approving executive compensation on an advisory basis, and determining the frequency of future say-on-pay votes.

• The board recommends voting FOR all proposals and for annual say-on-pay votes.

• Shareholders may submit proposals or director nominations for the 2027 meeting by specified deadlines.

Board of directors and corporate governance

• The board consists of seven directors, five of whom are independent; the board is classified into three staggered classes.

• Mr. Britt serves as CEO and Chairman; Mr. Feuille is the lead independent director.

• All board committees (Audit, Compensation, Nominating) are composed solely of independent directors.

• Directors are evaluated on integrity, experience, diversity, and independence; stockholders holding at least 1% of shares for 12 months may recommend nominees.

• Director compensation includes cash retainers and RSUs, with a maximum annual limit and the option to convert cash to equity.