Sezzle's Proxy Puts CEO Youakim's Total Pay At $1,100,403, With Bonuses Gated By Profit Thresholds
The annual proxy carries no shareholder proposal, and the bonus pool funds only if pre-set adjusted net income thresholds are met.
Sezzle's annual proxy filing puts total pay for Charles Youakim, its Executive Chairman and Chief Executive Officer, at $1,100,403. The ballot is routine, with no shareholder proposal, and the executive pay design ties the annual bonus pool to profit.
The ballot and the pay design
Shareholders vote on three items: electing five directors, ratifying the independent accounting firm, and an advisory vote on executive pay. The board recommends FOR on each. The nominees are Kyle Brehm, Stephen East, Bryan Hunt, Paul Paradis and Youakim, who holds the combined chairman and CEO title.
The proxy says the Profit-Sharing Incentive Plan funds the annual bonus pool only if pre-established adjusted pre-bonus net income thresholds are met. It also describes a clawback policy that complies with Exchange Act Rule 10D-1 and Nasdaq listing standards, a ban on hedging, and limits on pledging company securities. The Compensation Committee, made up entirely of independent directors, is advised by FW Cook, its independent compensation consultant.
The proxy also says a significant portion of executive pay comes in equity awards that vest over multiple years.
What Youakim tells shareholders
In his letter, Youakim says Sezzle earned $133.1 million in net income in 2025, a 70% increase from a year earlier, and generated $209.9 million in cash from operations. He says the company executed a 6-for-1 stock split, completed a $50 million buyback and announced a new $100 million repurchase authorization.
He also describes a product reversal. Sezzle launched On-Demand, studied lifetime-value data, and by mid-year shifted focus back to subscriptions. Subscribers rose from a low of 481,000 in the first quarter to nearly 670,000 by year-end, which he calls a nearly 40% increase.
Youkim says the company is pursuing a national bank charter, "subject to regulatory approval." He adds that 2026 guidance has been raised multiple times and excludes SezzleCash and Sezzle Send.
Voting mechanics and dates
As of the September 29 record date, 33,783,402 shares of common stock were outstanding and entitled to vote. Directors are elected by a plurality of votes cast. The accounting firm and pay proposals need a majority of shares represented, and the pay vote is advisory. Brokers cannot vote uninstructed shares on the director and pay items.
The annual meeting is Thursday, November 19, at 2:00 p.m. Eastern. Final results are due in an 8-K within four business days. Sezzle reports third-quarter results on November 4.
Proxies must reach Computershare by 5:00 p.m. Eastern on November 16 to count ahead of the November 19 meeting.
Sources
- Sezzle — DEF 14A (2026-10-09) — SEC EDGAR
- Sezzle (SEZL) Moved Higher, But What Is Drawing Attention Now? — Yahoo Finance
- Sezzle Inc. (SEZL) stock price, news, quote and history - Yahoo Finance — Yahoo Finance
- Sezzle Users Complete Over 2 Million Financial Literacy — globenewswire.com
