Circle loses two long-serving directors as CFO prepares exit and board shrinks to seven

Circle loses two long-serving directors as CFO prepares exit and board shrinks to seven

N
News Editor
2026-09-29 01:30:02
Circle disclosed on Sept. 25 that co-founder Sean Neville resigned from the board effective immediately, while Chief Financial Officer Jeremy Fox-Geen is set to hand over his role by year-end. The move follows the earlier departure of lead independent director Rajeev Date, cutting the board from nine seats to seven in a matter of months. In regulatory filings, Circle said the board exits were part of an orderly refresh process and that Fox-Geen’s departure did not stem from any disagreement over the company’s operations, policies, or practices. The leadership changes come at a time when Circle is still leaning heavily on reserve income tied to USDC. At the end of the second quarter, USDC circulation stood at $73.269 billion, up 19% year over year but down about 4.8% from the prior quarter. Circle reported $701 million in revenue and reserve income for the quarter, with $668 million, or about 95%, coming from reserve assets backing USDC. The company has also highlighted new growth areas, including the Arc network, a proposed acquisition of Singapore-based payments platform Tazapay, and a five-year USDC promotion agreement with Binance. Public filings do not provide a single shared reason for the departures of Date, Neville, and Fox-Geen. What they do show is a company managing executive and board turnover while trying to prove that businesses beyond reserve interest can scale into a more material part of its revenue mix.

More than a year after going public, Circle is seeing another round of turnover at the top: two long-serving board members are out, and the finance chief who led the company through its listing is preparing to leave by year-end.

Circle loses two long-serving directors as CFO prepares exit and board shrinks to seven 2

On Sept. 25, Circle said co-founder Sean Neville had resigned as a director effective immediately. The company also disclosed that Chief Financial Officer Jeremy Fox-Geen will complete a transition before the end of the year. In an April letter to shareholders, then-lead independent director Rajeev Date recalled meeting Jeremy Allaire and Sean Neville more than 12 years ago when the company was just getting started, and said he looked forward to continuing with Circle as a public company.

Two months later, Date stepped down. With Neville’s Sept. 25 resignation, the board fell from nine seats to seven. Date and Neville have now both left the board, while Fox-Geen remains in charge of finance for now. No successor has been named.

In two regulatory filings, Circle said the board departures were part of an orderly board refresh. It said Date and Neville left for personal reasons, and that Fox-Geen’s exit was not tied to any disagreement with the company over operations, policy, or practices. Public filings do not identify a common reason behind all three departures.

Board falls from nine members to seven after two departures

Date had served as a Circle director since 2013 and became lead independent director in November 2024. He previously served as the first deputy director of the U.S. Consumer Financial Protection Bureau. At Circle, he chaired the compensation committee and also sat on the audit committee and the nominating and corporate governance committee. Because Jeremy Allaire serves as both chairman and chief executive officer, Circle’s governance rules give the lead independent director a defined role, including calling meetings of independent directors, chairing meetings when the chairman is absent, and taking part in board agenda-setting and CEO succession planning. After Date’s departure, the most direct change was the appointment of Craig Broderick, a former Goldman Sachs chief risk officer who joined the board in 2023, as lead independent director.

Rajeev Date

Neville co-founded Circle with Allaire in 2013. He stepped away from day-to-day management in 2019 but remained a director. This year’s shareholder materials showed that he served on the nominating and corporate governance committee, the risk committee, and the strategy committee. His Sept. 25 resignation ended that board role, but it did not remove him as a shareholder.

Sean Neville

Circle’s board first expanded and then contracted this year. In March, the company added Microsoft executive Kirk Koenigsbauer, bringing the board to nine members. Date’s June departure reduced the count to eight, and Neville’s exit in September took it to seven. Adam Selipsky, the former Amazon Web Services chief executive who joined the year before, and Koenigsbauer added experience from large technology platforms. Even after the two veteran departures, the board still includes Michele Burns, who has served since 2013, and co-founder Allaire.

Circle’s capital structure also matters here. When it went public, the company created two classes of voting common stock: Class A shares with one vote each, and founder-held Class B shares with five votes each. Total voting power attached to Class B shares is capped at 30%. A March proxy statement counted exercisable options in Neville’s beneficial ownership and listed him with about 6.1% of the vote. A beneficial ownership filing submitted in early September listed roughly 3.016 million Class B shares held directly by Neville and another roughly 133,000 shares held by a trust. He may have given up his board seat, but the voting power attached to those shares remains tied to his ownership. Circle’s charter also sets a conversion timeline for Class B stock: under specified conditions, conversion can happen earlier, but all remaining Class B shares must convert into one-vote Class A stock no later than June 5, 2030.

Circle loses two long-serving directors as CFO prepares exit and board shrinks to seven 3

On Sept. 1, Neville converted 50,000 Class B shares into Class A shares and sold them at an average price of about $92.09. He had already adopted a Rule 10b5-1 trading plan on Feb. 27 that allowed him to convert and sell up to 300,000 shares during the year. Fox-Geen also adopted a trading plan in March covering up to about 153,500 shares. Both plans predated the September personnel announcements. Circle said in its filing that neither man’s departure reflected any disagreement over company operations, policies, or practices.

Neville has already shifted his focus to Catena Labs

Neville’s main work focus had already moved to Catena Labs, the company he founded. Catena develops accounts, payments, and fund-control tools for AI agents. Circle Ventures participated in a financing round last year when Catena raised $18 million. This year, Catena completed a $30 million Series A round, bringing total funding to $48 million.

When the Arc public mainnet went live on Sept. 16, Catena said it had integrated with the network. Customers can convert dollars into USDC and let authorized AI agents make payments on Arc.

On Sept. 18, the Office of the Comptroller of the Currency granted preliminary conditional approval to Catena’s application to establish a national trust bank. The regulatory filing listed planned businesses including digital asset custody, investment management, and trust services. The bank still has to satisfy pre-opening requirements before it can receive final approval.

USDC ended the quarter lower than Q1, and reserve interest still carries the business

Fox-Geen joined Circle in May 2021 and oversaw the company’s finance function through the period before and after its listing. He also took part in the company’s $1.2 billion initial public offering in 2025. Circle said he will remain CFO through Dec. 31, or step aside earlier if a successor is found, and then stay on to support the transition through year-end. The company has retained an executive search firm to find the next finance chief.

The filing also laid out his departure terms. Subject to compliance with non-compete and related obligations and execution of the required documents, he may receive a total of $1.05 million in cash over 12 months after departure, plus accelerated vesting for some restricted stock and an extended exercise period for stock options.

At the end of the second quarter, USDC in circulation stood at $73.269 billion, up 19% from a year earlier but down about 4.8% from $77.0 billion at the end of the first quarter. During the quarter, Circle customers minted about $83.0 billion of USDC and redeemed about $86.8 billion. The number of on-chain wallets holding at least $10 of USDC rose to 7.01 million, up about 24% year over year.

Circle reported $701 million in total revenue and reserve income for the quarter. Of that, $668 million came from returns on reserve assets backing USDC, accounting for about 95% of the total. Subscription, services, and other revenue came to $33.58 million. Average USDC in circulation during the quarter rose 25.2%, but the reserve yield fell by 66 basis points from a year earlier, leaving reserve income up only 5.3%. In the company’s own breakdown, larger circulation added about $147 million, while the lower yield offset about $114 million.

Circle also modeled the impact of lower interest rates in its second-quarter report. Holding end-of-June USDC circulation and reserve composition constant, the company said a 1 percentage point decline in yield would reduce reserve income over the next 12 months by an estimated $737 million, while distribution and transaction costs would also fall by $360 million. Netting those two figures, the balance of revenue less that cost set would decline by about $377 million.

Circle loses two long-serving directors as CFO prepares exit and board shrinks to seven 4

On June 30, the payments alliance Open Standard said it was preparing to launch another dollar stablecoin, Open USD. The group said more than 140 companies had signed on, including Coinbase, Visa, and Stripe. Its model would pass reserve income, after a small management fee, to partners. Coinbase continues to share USDC economics with Circle, while also saying publicly that it plans to offer customers stablecoin choices that include Open USD. Open USD is scheduled to launch this year. Its eventual scale and any effect on USDC remain to be seen.

On Sept. 22, Circle separately disclosed that Binance subscribed for $100 million of newly issued shares and signed a five-year USDC promotion agreement. Under that agreement, Circle will pay Binance a monthly incentive fee tied to USDC balances held inside its modular wallet infrastructure. The rate was not disclosed.

Arc presales reached $242 million, while the Tazapay deal still needs approval

In the second quarter, Circle presold 807.5 million ARC tokens to institutional investors at $0.30 each, for a total of about $242 million. Of that amount, $222 million had already been received during the quarter. Circle recorded the full presale amount as deferred revenue on its end-of-June balance sheet, and the quarter’s $33.58 million in other revenue did not include those proceeds. In August, the company raised its 2026 guidance for other revenue to $310 million-$330 million from $150 million-$170 million. Footnotes to the financial statements said the updated outlook includes future recognition of ARC presale revenue.

Arc’s public mainnet went live on Sept. 16, with transaction fees paid in USDC. Circle also completed the genesis mint of 10 billion ARC tokens, but has not committed to a public token offering. The network currently uses permissioned validators, and the token is intended for a possible future shift to proof-of-stake. The presale agreement says that if Circle fails to deliver the tokens, or if Arc has not completed the agreed consensus transition by May 8, 2028, buyers representing more than half of the subscribed allocation can require a refund.

Another transaction still pending is Circle’s acquisition of Singapore-based cross-border payments platform Tazapay. Circle signed the deal in September and plans to buy the remaining shares for about $400 million in its own stock, with the final consideration subject to adjustment for the target’s cash, debt, and other items. Circle said Tazapay’s annualized payment processing volume exceeds $25 billion, and about 60% of that volume already involves stablecoins. The acquisition is expected to close in 2027 and still needs regulatory approvals, including from the Monetary Authority of Singapore.

Share price swung sharply through the year

Circle’s stock closed at $50.23 on Feb. 5. On Feb. 25, the company reported fourth-quarter 2025 results showing USDC circulation up 72% year over year to $75.3 billion and total revenue plus reserve income of about $770 million, up 77%. The shares rose about 35.5% that day to close at $83.14. On March 18, the stock reached $132.84, up 164.5% from Feb. 5, before falling to $85.10 on April 9, a retreat of 35.9%.

On May 11, the shares again closed high at $131.76, up 54.8% from the April low. By Aug. 3, they had fallen to $60.35, down 54.2% from the May high. Circle rebounded to $103.23 on Sept. 3, up 71.1% from the Aug. 3 low, and closed at $89 on Sept. 25, still 33% below the March 18 close.

On July 29, Bernstein cut its price target on Circle to $140 from $190 while maintaining an outperform rating. It also lowered its year-end forecast for USDC supply to $83 billion, a 37% reduction from its previous estimate. On Aug. 3, Morgan Stanley downgraded the stock to underweight and cut its target price to $38 from $106, citing concern that slower USDC growth and trading revenue could take longer to offset pressure on reserve income.

Circle is now juggling a board reshuffle and an impending CFO transition at the same time. USDC circulation is still growing, but lower reserve yields and revenue-sharing arrangements are limiting top-line expansion. The company’s payment network efforts and Arc have yet to show they can contribute revenue at a level large enough to materially reduce its dependence on reserve interest.

This article was originally published by Bit.Fan. For more cryptocurrency news and market insights, visit www.bit.fan.
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