Good morning from Auckland, New Zealand, and welcome to Xero's 2025 Annual Meeting. I'm David Thodey, and I'm Chair of Xero's Board. Firstly, thank you for attending today's meeting. Just before we formally open the meeting, I want to say we're here in our Auckland office, and the procedures for today's virtual meeting are intended to provide you the same opportunity to participate as you would be in a physical meeting. This includes asking questions and voting using an electronic voting card, and I'll discuss this process shortly. In the unlikely event that we experience technical issues that impact the meeting, I'll assess the circumstances and communicate further with you. If for any reason this isn't possible, you will be emailed instructions on how and when to rejoin the meeting.
I think I'm now informed by our Company Secretary that a quorum is present, and I now declare the meeting formally open. I'd like to introduce the Board and members of Xero's executive leadership team. Joining me here in Auckland are directors Mark Cross and Susan Peterson. From Xero's executive leadership team, our Company Secretary Damian Coleman. Joining us from San Mateo in the United States are our Chief Executive Officer, Sukhinder Singh Cassidy, and our Chief Financial Officer, Claire Bramley. As we are a global Board, joining us online from the U.S. are our directors, Steven Aldrich, Anjali Joshi, Brian McAndrews, and joining us from the U.K. is Dale Murray, and I want to say that she is joining again in the small hours of the morning.
I'm also delighted to say that Simon O'Connor from our auditors, Ernst & Young, is present and available to answer any relevant questions directed to him. Xero's General Manager, Corporate and Regional Communications, Simon Fitzgerald, will read out written questions submitted by shareholders through the online meeting platform, and he's here in Auckland with us as well. Now let me turn to the order of events for today, and I'll briefly run through the agenda. In a moment, I will say a few words of introduction and review around the performance of the company. I'll then pass to our CEO, Sukhinder, and then we'll turn to the formal business of the meeting as set out in the notice of meeting, where questions for each item of business will be addressed. After that, we will give you an opportunity to ask any general shareholder questions before I close the meeting.
I just want to again give you a little bit of administration about the meeting. Before I give my address, I do want to outline a little bit about how this online platform works. Voting on the resolutions will be conducted by poll, and that poll is now open. Please vote by using the electronic voting card that you should receive after clicking that "Get a voting card" button. Shareholders can submit written questions during the meeting by clicking on the "Ask a question" button, and I encourage you to submit any questions as soon as possible, including questions about any of the resolutions. Shareholders can also ask questions by telephone. To do that, use the teleconference facility. Shareholders should click on the "Go to web phone" button, type in your name, and then click the green "Call" button.
If you wish to ask a question, dial star one on your keypad to indicate to the moderator that you wish to ask a question. The teleconference moderator will require your name. At the relevant time, we'll introduce you and prompt you to ask your question by unmuting your line. If you have any issues using the platform, please check the virtual meeting online guide, which you can access through that download section at the bottom of your screen or from Xero's website, or if you need to, contact the phone helplines, which are shown on this slide. I hope you've got all that detail. Let me now move to my address. I am very pleased to say that Xero delivered a strong operating result in financial year 2025. The company delivered a successful balance between revenue growth and profitability with a greater than rule of 40 outcome of 43.3%.
This is a common metric used by high-growth technology companies as an indicator of their ability to generate profitable revenue growth. It comprises the sum of consistent currency revenue growth and free cash flow margin. What these results indicate is that there is strong momentum in the business, and the trust our customers and partners place in us is strong. Sukhinder will provide you with more details on these results shortly. Let me now just make a few comments about our operating environment. As you would imagine, the environment in which we operate remains volatile and complex. Small businesses continue to be a critical engine for growth in all the markets where we operate. However, small businesses are facing headwinds from inflation, productivity challenges, and other macroeconomic influences.
We monitor this through our Xero Small Business Insights program, which uses anonymized and aggregated customer data, and it gives us an indication of how small businesses are performing. I'm pleased to report that to date, in aggregate, small businesses are continuing to report positive sales growth, which is encouraging. That really speaks to the resilience our customers show in navigating these conditions, which is very encouraging. Their perseverance underscores the value of Xero as an essential platform for greater efficiency and effectiveness in automating routine tasks and delivering really valuable financial insights that allow them to manage their business better. We are pleased that the market opportunity for all our products remains extremely large and growing, with a largely untapped NZD 100 billion market opportunity. The environment is encouraging. Let me talk a bit about how our progress is going.
During financial year 2025, Sukhinder, working with the board, welcomed several new leaders to our executive and senior leadership ranks. This included our new CFO, who we just introduced, Claire Bramley, and our new Chief People Officer, Jeff Ryan. These new leaders have previous international experience that we believe will help to lead our global portfolio of businesses and complement our already strong existing team. We are now more than a year into executing our three-year strategy, what we call our 2025 to 2027 strategy, called "Winning on Purpose," and the business has made good progress. What I'm very pleased about is that it is a clear and very focused plan. This strategy is firmly anchored in our purpose, which we have talked about many times before, to make life better for people in small business, their advisors, and communities around the world.
A critical part of our strategy is having winning solutions. As you know, they are accounting, payroll, and payments, and in the three key markets that we serve: Australia, New Zealand, U.K., and U.S. We call this our three-by-three strategy, very simple. The recently announced acquisition of Melio is a strong strategic fit that will provide a step change in our U.S. solution for payments. This transaction is vital for accelerating this three-by-three strategy. The board has been deeply involved in this transaction from its inception and has worked closely with the management team to test our strategy and the assumptions for this acquisition. We are confident in the opportunity that Melio provides to Xero, its tight alignment with our strategy, and the growth opportunity it provides us, which Sukhinder will discuss shortly. Additionally, we are very committed to pursuing sustainable growth in a socially responsible way.
As a board, we believe in high standards of governance, which is required to create long-term value. Now, in line with evolving global standards, this year, for the first time, we have published a separate sustainability report, making it easier for stakeholders to find relevant information. A key update within the report is our new climate targets. They are aligned with the Science-Based Targets Initiative and the goals of the Paris Agreement. I want to stress we are also helping our customers on their own sustainability journey, providing them with access to sustainability-related applications and educational resources. As we know, and as we often emphasize, trust is the foundation of our business. We have been rigorous in our approach to managing security, especially cybersecurity, through multiple layers of data protection and robust management processes. As we all know, we must be vigilant in this area.
We must continue to be a trusted custodian of all our customers' data, and this extends to how we approach and implement new technologies. This area continues to receive enormous focus. Artificial intelligence also represents one of the next significant opportunities for Xero. We are already investing in the use of AI across our business. For our customers, the focus is on using AI to help them to use our products in more efficient ways. We're excited about our GenAI-powered smart business companion, Just Ask Xero, or JAX for short, J-A-X. This will be a key focus at our upcoming XeroCon event in Brisbane in early September, as we broaden its offering to help both small businesses and their advisors work more efficiently. Adopting GenAI internally also provides us with opportunities to increase our productivity and effectiveness.
Importantly, AI allows our teams to focus on high-impact work that adds tremendous value to Xero. We're committed to pursuing the use of AI responsibly, and that builds on this whole theme of trust, building and maintaining trust, being at the heart of our business, and our approach to AI can be no different. We have a strong ethical framework defined by established and responsible data use commitments that we made many years ago, as well as our internal governance principles. We have a continued commitment to responsible innovation and empowerment. We do understand that new technologies can raise complex considerations in areas like privacy and security. The need to retain transparency and also have explainability, especially in AI, is important. Safety and reliability remain absolutely critical. Fairness, inclusivity, and of course, what is very important in the world of AI is accountability.
Our governance approach is designed to guide us through these considerations. We hope to take advantage of the many exciting opportunities these technologies provide and also build on our position as a trusted platform. Executing our strategy will also require world-class leadership and a high-performing culture, which is aligned with shareholder value creation. Our approach to remuneration seeks to deliver this. I do want to just stress that this is founded on strong principles that connect reward to performance and is designed to attract world-class talent needed to deliver our global strategy. As one of the few truly global SaaS companies on the ASX, securing leadership in a competitive international market is essential to creating long-term shareholder value. The framework that Susan will outline in her address is necessarily different from many ASX-listed companies and is a deliberate consequence of our strategy and our global ambition.
We have actively engaged with stakeholders, including shareholders and proxy advisors, on this topic over the last year, and we thank them for their feedback on our remuneration approach, which has informed both remuneration structure and enhancements to this year's remuneration report. I do want to say that while we are committed to listening and responding to this feedback, we are also committed to attracting, motivating, and retaining the global talent required to lead Xero's global strategy. Let me now turn to the board, and we are focused on upholding these high standards of governance. I just want to speak to this for a moment. I want to just say that the board is well supported by its three committees: the Audit and Risk Management Committee, chaired by Mark Cross, the People and Remuneration Committee, chaired by Susan Peterson, and the Nominations and Governance Committee that I chair.
The board has a continuous focus on succession planning to ensure we have the right capabilities to position Xero for future growth. We really do require a global team of experienced, engaged directors with a diverse mix of skills and knowledge and backgrounds. I do want to take this moment just to thank my fellow directors for their significant commitment and diligence in guiding Xero through this period of global growth. In closing, we are very pleased with our financial year 2025 performance and the significant progress made against our strategic priorities. The board will continue to work closely with Sukhinder Singh Cassidy and her team to oversee the execution of our strategy, deliver on our purpose, and drive disciplined, customer-focused growth. On behalf of the board, my thanks to Sukhinder and the entire leadership team at Xero for delivering on another year of strong results.
We are also deeply appreciative of the passion, expertise, and dedication of our people right around the world. Their efforts are fundamental to Xero's success, and we're committed to helping them do the best work of their lives. Finally, I'd also like to thank you, our shareholders, for your continued support and confidence in Xero. That concludes my address. I will now hand over to Sukhinder before we commence the formal business of the meeting. Sukhinder, over to you.
Thanks, David, and good afternoon from San Mateo. It's great to be joining you all virtually for our annual meeting. Today, I'm going to summarize Xero's 2025 financial year results and themes, as well as briefly discuss our strategic priorities, including Melio. To finish, I'll touch on Xero's outlook. Now, I want to move to the next slide. We're really pleased, of course, with our financial 2025 year results, and in particular, our ability to deliver strong financial outcomes while executing on our strategy with focus and purpose. Revenue grew 23% to NZD 2.103 billion year-on-year, with each of our large markets delivering macro-resilient, strong revenue growth above 20%. Adjusted EBITDA of NZD 641 million was up NZD 114 million, or 22% over last year. Together, the strong operating result and improved free cash flow generation resulted in a rule of 40 outcome of 44.3%, up by 3.3 percentage points year-on-year.
Now, moving on, Xero, as you can tell, is a macro-resilient business, and we've continued to emphasize this over the years. The charts in the middle and on the right show our key revenue drivers, including subscriber and ARPU growth. We provide both reported and underlying subscribers and ARPU. Underlying excludes the impact of the removal of the long idle subscriptions, which we completed in H1 of fiscal 2025, with 160,000 subscriptions removed. For more details on this program, please refer to our full-year material results. Now, on an underlying basis, subscriber growth was 10% and ARPU was 11%, which were both strong outcomes. This next slide brings the key financial outcomes together as we balance growth and profitability, including rule of 40. If we move from left to right, the first chart shows strong growth in adjusted EBITDA year-over- year, up 22%.
This contributed to a strong free cash flow margin of 24%, which you can see in the middle chart. Adding this to revenue growth, where we use the 20% constant currency metric, resulted in our rule of 40 outcome increasing by another 3 percentage points to reach 44%. We're really pleased with this outcome. It demonstrates how we've continued to deliver revenue growth supported by disciplined investment to grow profitability while at the same time adding value for customers. Now, David, I think, referenced our three-year strategy, which is called "Winning on Purpose." As you know, our vision and our purpose are constants at Xero.
The "Winning on Purpose" strategy that we articulated in February 2024 has four key pillars: win the three-by-three, which David referenced, which is really our three most critical strategic markets and our three biggest super jobs, build a winning GTM playbook for Xero's next chapter, really improving the motions in our sales and direct efforts, channel efforts, win the future, which is really about focused bets and innovation like AI and mobile, and lastly, of course, unleashing Xero and Xeros to win. These four pillars are underpinned by our disciplined capital allocation framework for investment. This again tightly aligns with our strategy, our rule of 40 aspirations, and our build, buy, or partner approach to pursuing organic or inorganic opportunities, such as the acquisition of Melio. Since the announcement of the Melio acquisition, we've updated these aspirations, which I'll talk to shortly.
Now, if you look at FY 2025, we feel like we've made great progress as we execute our strategy and continue to execute it in this period with focus and purpose. We made a number of moves in 2025, which was the first 12 months of the strategy period, and these are highlighted on this slide. I won't go through all of them, however, I do want to touch on key themes under each of the four pillars that show our disciplined capital allocation approach. First, we have accelerated product delivery for the three-by-three through working hard to build products ourselves, but also through partnerships and our acquisition of Syft and more recently, Melio. Secondly, we've made a series of changes to help build a winning GTM playbook. This included removing long idle subscriptions, simplifying our subscription plans and packaging, and introducing new sales motions to deliver an improved mix.
We launched initiatives such as our partner assist channel and A/B segmentation to better enable our sales force to deepen relationships. We've also launched our B2B marketing engine and have become more sophisticated in performance and product marketing. Thirdly, we're allocating capital long-term as we look to win the future with focused strategic bets in AI and mobile. We've launched and rolled out JAX and beta to all of our BE customers in less than 12 months. We've also made great progress in our mobile product and signups. Improved design, purchase buy flows are an example of this. We've had more signup success in mobile, and of course, I'll touch on AI shortly. Finally, we're unleashing Xero and Xeros to win. This past year, we introduced a new performance management framework intended to drive focus and clear connection between our purpose, our strategy, and our compensation systems.
AI, as we noted, is a strategic priority for the company as it is for many companies around the world. We made great progress in 2025 with our win the future strategic priority on delivering a leading AI experience for SBs and ABs. Of course, we recognize that AI represents one of the most significant opportunities for Xero, and we are excited to grasp it. The focus for customers is on accelerating innovation through new ways to interact, new insights, and automated actions. For Xero as a company, internally, AI provides an opportunity to turbocharge the productivity of Xeros. If we think back to FY 2025, we note that again, in less than 12 months, we took JAX, our in-beta business companion, from prototype to launch to beta access to 100% of our BE customers.
Meanwhile, alongside the original invoicing tasks that we actually demoed at Investor Day, we've added new features such as giving customers answers on how best to use Xero through JAX and providing generalized support through our chatbot. Looking ahead into FY 2026, our plans to accelerate the delivery of AI solutions include a plan to launch JAX for accountants and bookkeepers to support their workflows and to continue to broaden the value on Xero's core offerings by leveraging GenAI more across the end-to-end experience for small businesses. Xerocon Brisbane is just around the corner in September. I'm very much looking forward to going, and we look forward to showcasing to our customers everything new we're working on here.
Internally, we're scaling the use of GenAI tools within every function at Xero, and everyone is pursuing their own targets and use cases, which we have tied to our company-wide objectives for the year with a goal of increasing use of AI within every team. This includes areas such as sales enablement, marketing content generation, and product and technology development. You can see our investment is disciplined. It's aligned to our strategy and focused on the significant opportunities in front of us, including AI. Of course, I'd like to touch on our recently announced other move, the acquisition of Melio. Why did we acquire Melio? We are really excited about the acquisition because of the opportunity it creates for our U.S. business and, accordingly, our global growth aspirations. Melio is a world-class U.S. bill pay platform.
It solves accounts payable workflows and provides multiple bill payment options, ways to pay through the platform for both U.S. SMBs and their accountants and bookkeepers, helping them save time and manage cash flow better. There are four key strategic pillars to the acquisition, which I am going to outline again here, and we talked about in late June upon announcement. First, there is a critical customer need in a large and growing market. SMBs and their ABs want their accounting and payments together. They are each must-do jobs, but together they become more powerful and efficient when integrated on the same platform. I want to note the TAM of U.S. small business payments is one of the largest TAMs in the world in the payment sector. Second, the combination is a powerful strategic fit for us at Xero. Acquiring Melio aligns with our critical three-by-three strategy.
It gives us a step function change in our U.S. proposition, our scale, and our monetization opportunity. On day one, by bringing Melio and Xero together, we will nearly triple our U.S. revenues and ARPU. This is before synergies and pursuing our combined game plan. Third, it is a best-in-class asset. Melio has a world-class team and platform. It has a very strong growth track record, will extend our reach to millions of SMBs through its direct and its syndicated offering, is well regarded by customers, and has a very experienced team behind it. Fourth, and most importantly, together Xero and Melio is a compelling value creation story longer term. We believe these are two very complementary platforms and teams delivering improved unit economics over time and an attractive long-term growth profile for the U.S. and for the broader Xero group.
By bringing Melio into Xero, we have added to our global growth prospects. Our aspirations are strong, and they are credible with this acquisition. We expect the combined business to significantly accelerate our U.S. revenue growth to give us the opportunity to more than double Xero's FY 2025 group revenue base in FY 2028. This is before synergies. We will continue to anchor on our rule of 40 aspirations and deliver a balance of both growth and profitability at the group level. We note the revenue growth outcome is anticipated to support the achievement of a greater than rule of 40 outcome for the group in FY 2028, with a dilutive impact in the interim as we will continue to invest in Melio and the business further scales. Now, moving to our current year financial outlook, there are no changes to the outlook we provided on the announcement of the transaction.
Total operating expenses as a percentage of revenue is expected to be around 71.5% in fiscal 2026. As we explained when we first provided this outlook, there are some non-recurring elements in this, and we expect seasonality, with the ratio expected to be higher in H1 than H2. Please note that, as we highlighted with the Melio announcement, the FY 2026 operating expense to revenue guidance excludes any impacts of the acquisition, including transaction costs. We will provide an update in relation to any impact of the acquisition upon its completion. As I just mentioned, we continue to target completion or close of the proposed transaction during the calendar year 2025. Of course, in addition to these shorter-term considerations, I spoke earlier to the FY 2028 revenue and rule of 40 aspirations.
Now, before I conclude, I want to also acknowledge everyone who plays such an important role in our journey at Xero. In particular, of course, Xeros around the world who continue to work hard and with purpose to deliver for our customers, our partners, and our shareholders. I'd also like to thank David and the board for their continued support and hard work. To you, our shareholders, thank you for your ongoing support. I'll now hand back to David for the formal business of today's meeting.
Thank you, Sukhinder. That's a very fulsome update. Thank you. We are now moved to the resolutions, and voting for all five resolutions is now open and will remain open for five minutes after the close of the meeting. Our Company Secretary has confirmed that the notice of meeting has been sent to all shareholders and other persons entitled to receive it within the notice period. The matters requiring consideration today are outlined in detail in the notice of meeting, and the notice will be taken as read. Xero's financial year 2025 financial statements, together with the auditor's report, and in our annual report, which is available on our website. All five of today's resolutions are ordinary resolutions. This means that to pass, they require more than 50% of votes cast by shareholders entitled to vote and voting on the resolution. Resolution five is a non-binding advisory resolution.
Xero's share registry provider, MUFG Corporate Markets, is going to conduct the voting by way of poll, and Julie Stokes of MUFG Corporate Markets will be acting as a returning officer. Votes will be counted after the end of the meeting and results published on the ASX and Xero's website. Shareholders or their proxy holder can cast their vote using the electronic voting card received after validating online registration. To validate registration, you'll be asked to enter your Security Holder Reference Number, SRN, or Holder Identification Number, HIN, plus postcode if you're in Australia or country if you're outside of Australia. To then cast your vote, please click the edit card button. The proxy votes that have been submitted prior to the meeting will be set out on the slide shown for each resolution. For some context, the current number of Xero shares on issue is approximately 165 million shares.
Shareholders have appointed the Chair of today's meeting, that's me, as proxy for approximately 123 million shares, voting either for, against, or with discretion for all resolutions. As indicated on the proxy form and in the notice of meeting, my intention as Chair is to vote all discretionary or undirected proxies held by me in favor of each resolution. Shareholders can submit written questions via the online portals I mentioned before during the meeting by clicking the "Ask a Question" button or by using the teleconference facility. To ensure the questions reach us in time, I ask again that you submit them as soon as you can, and if you haven't already done so.
Any general shareholder questions submitted prior to or during the meeting will be addressed after the formal business is completed, and I will endeavor to address as many relevant questions raised during the course of the meeting as possible. Let's turn now to the first resolution, which relates to the authorization of the Board to fix the remuneration of Xero's auditor, Ernst & Young. Are there any questions from telephone participants regarding this resolution, operator?
There are no questions from holders participating by telephone.
Thank you, operator. I'll now take questions from shareholders who have submitted written questions via the online platform. Simon, are there any questions regarding resolution one?
Thank you, David. No written questions have been received.
As we haven't received any questions, let's move now to the next resolution. We now turn to the election and reelection of directors. The resolution firstly concerns the reelection of Brian McAndrews as Director of Xero, who's joining us from the U.S. Brian, who's been on the board now since February 2022, retires at this meeting and offers himself for reelection. The board, other than Brian, recommends Brian to you as a Xero Director and unanimously supports his reelection. He's been a strong contributor to the board. I'm going to pass to Brian now to say a few words about himself. Brian, over to you.
Thank you, David. It's a pleasure to be here with you all for Xero's 2025 Annual Mmeeting. Thank you for the opportunity to seek your ongoing support for my reelection as an independent director of Xero. For the past three and a half years, since February 2022, I've had the privilege of contributing to Xero, a globally recognized leader in cloud accounting, with a significant opportunity ahead. I'd like to briefly cover why I remain committed to Xero and how I can continue to contribute as a director of your company. Xero is a purpose and performance-led company committed to helping global small businesses and their advisors benefit from our seamless small business platform, saving them time, providing beautiful experiences, and helping them to thrive. Xero has global ambitions and significant white space to capture.
With the majority of small businesses around the world, you have to discover the benefits of doing business in the cloud. We have a world-class and dedicated team and am continually impressed by the caliber of talent, including my fellow directors, the leadership team, and everyone I meet at Xero. The team is strongly purpose-led and keeps our customers at the heart of everything they do. Now, I'd like to talk briefly about what I bring to the board. I'm an experienced non-executive director and former CEO, and I've helped drive growth and innovation for leading technology, software as a service, and cloud-based companies. During my executive career, I was CEO at Pandora Media, a streaming music provider in the U.S., and aQuantive, a digital marketing services technology company acquired by Microsoft in what, at the time, was the largest acquisition Microsoft had ever made.
During my more than 10 years as a CEO, I learned a lot about how to create and deliver against strategies designed to meet evolving customer needs, to lead purpose-driven organizations with positive cultures, to oversee international expansion, and to effectively and efficiently scale technology businesses during periods of rapid growth. I currently serve as lead director on the board of Front Door Incorporated, a platform for home services, and as a director on the board of The New York Times, where I served as presiding director for six years. I also serve as a director of The Wine Group and USA Climbing, and as a senior advisor to Spectrum Equity. In my career, I've had the privilege of serving on the boards of nearly 20 companies, 10 of which are or were public, and ranging from early stage to multi-billion dollar multinational companies.
I've learned how to be an effective board member, assisting management in formulating strategy, working with CEOs on leadership and management development, advising on scaling, and helping enhance board effectiveness. I was also recognized in the National Association of Corporate Directors' Directorship 100 in 2019, acknowledging influential board members. As part of my responsibilities on Xero's board, I'm also a member of the People and Remuneration Committee, Nominations and Governance Committee. Over the past three and a half years, I've had the privilege to support the board and Xero through our CEO transition, the launch of Xero's fiscal year 2025 to 2027 strategy and ongoing execution, and the evolution of Xero's executive and senior leadership team. Each of these milestones has helped set up the business for continued growth and success. I have the determination and capacity to continue to be a high-performing director of Xero on your behalf.
My focus as a director is aligned with yours as shareholders to see Xero create long-term sustainable value and to deliver on our purpose to make life better for people in small business, their advisors, and communities around the world, while also making Xero a place where people can do the best work of their lives. With your support, I look forward to working with my fellow directors in the Xero team as we work towards these goals. Thank you, and now back to you, David.
Thank you, Brian, and let me just reinforce how pleased we are to have Brian serving on the Board. Now I'd like to invite shareholders to submit any questions regarding this resolution. You can see the voting on the screen. Are there any questions from telephone participants regarding resolution two, operator?
There are no questions from holders participating by telephone.
Okay, thank you, operator. Are there any questions now from written submissions via the online platform? Simon, anything at all?
No written questions have been received, David.
Okay, as we haven't received any questions, we'll now move on to the next resolution, which is resolution three and concerns the reelection of Susan Peterson. Susan, who has been a long-serving board member since February 2017, is retiring this meeting and offering herself a reelection. The board, other than Susan, recommends Susan to you as a Xero director. She has unanimous support from all board members. Let me now ask Susan to say a few words. Susan, over to you.
Thanks, David, and [Foreign language] everybody. Good morning, and thank you for the opportunity to present my credentials for reelection as an independent director of Xero. I have been a full-time director, advisor, and investor for more than a decade, and I'm currently the Chair of a global film distribution software firm, Vista Group, and an independent director of a bundled utility provider, Mercury, and a director on the private wealth institutional equities and investment banking firm, Craig's Investment Partners. My past roles have included directorships in ASB Bank, TrustPower, Property for Industry, and Arvida. I've also served as a member of the New Zealand Markets Disciplinary Tribunal for nine years. It's been a real privilege to serve as a director of Xero for the past eight and a half years and share in the phenomenal growth story.
As a New Zealand-based director, I am super proud to represent New Zealand's home market, Xero's home market, and provide an anchor to the Kiwi culture that provides the foundation of everything that makes Xero so special. In addition to serving as a non-executive director, I also chair Xero's People and Remuneration Committee, and I'm also a member of our Nomination and Governance Committee. I've had the privilege to chair our People and Remuneration Committee through what has been another important period in Xero's history. Highlights during this time have included the global search that resulted in the appointment of our CEO, Sukhinder Singh Cassidy, and supporting the evolution of Xero's People and Remuneration structures to attract, motivate, and retain a world-class leadership team that has the capability to execute on our truly global strategy.
David and I spend considerable time with our investors, and it has been really pleasing to hear their positive feedback on the caliber of our executive leadership team and the rapid uplift in productivity and performance in the last three years. I am a strong advocate for creating an environment that fosters attracting and retaining high-caliber talent that supports our purpose-driven and high-performance culture at Xero. A critical part of this has been the implementation of a new performance management framework and working to strengthen the link between pay and performance. This focus has helped lead Xero to deliver strong rule of 40 outcomes, including, as David referred to before, the 44.3% in fiscal year 2025 and a total shareholder return over the last three years of 69% to 31 March 2025.
Since I joined the board way back in 2017, we've had a compound annual share price growth rate of over 30%, resulting in an over nine times increase in Xero's share price. I'm really excited about continuing to work with the Xero team to realize the opportunities ahead and navigate the inevitable challenges. I would very much appreciate the opportunity to continue to serve on the board and to assist the team in supporting Xero's ongoing success. [Foreign language] , and thank you.
Thank you, Susan. Susan's been a major contributor to the board over that period. You can see the voting on the screen. I'd like to invite shareholders to submit any questions regarding this resolution. Firstly, to any calls from the operator, any questions at all, operator?
There are no phone questions from the holders participating.
Okay, thank you, operator. I'll now take questions from shares submitted through the online platform. Do we have anything, Simon?
Thank you, David. No written questions have been received.
Okay, as there's no questions, we'll move to the next resolution, which concerns me. I will now pass over to Susan to introduce resolution four.
Thank you, David. The next resolution, resolution four, concerns the reelection of David Thodey. David, who has been on the board since June 2019 and has been Chair of the Board since February 2020, retires at this meeting and offers himself for reelection. The board, other than David, recommends David to you as a Xero director and unanimously supports his election. I'll now invite David to say a few words.
Thank you, Susan, and thank you to our shareholders for the opportunity to seek your support for my reelection as an independent director of Xero. Over my nearly 40-year business career, I've had a focus on innovation, technology, and in more recent years, research and science and tertiary education, public policy, and I've worked across Australia, New Zealand, and then the Asia Pacific, Europe, and North America. I've had an opportunity to see quite a breadth of businesses and geographic, national environments. I've had the privilege to also be a CEO of both IBM Australia , New Zealand and Telstra. I've had a number of board directorships across technology, telco, science, research, and healthcare sectors, and a number of industry bodies. My current responsibilities, besides chairing Xero, which I enjoy enormously, and being on the Noms and Governance Committee, I'm a member of the Audit and Risk Committee as well.
I'm also chair of Ramsay Healthcare, a global hospital group, and also Chancellor of the University of Sydney. I'm active in public policy and innovation, including as a member of the Reserve Bank of Australia Governance Board, which was recently set up. I just do want to say Xero is a unique and exciting company, and its aspiration to be a world-class SaaS company growing from our New Zealand roots really is exciting. I really remain committed to the potential for Xero to serve more customers and partners globally as we pursue the purpose that Sukhinder and I talked about. Over the last three years, we've seen significant progress as we expanded globally and increased our focus on driving this profitable growth to deliver long-term shareholder value. I'll briefly touch on them, the 2025 to 2027 strategy, winning on purpose, which is our commitment.
This tremendous delivery on rule of 40, two acquisitions, Syft and Melio. It's been exciting to see the product delivery for our customers and the great returns for our shareholders. It's been a journey working with Susan to have led the board through our successful CEO recruitment, and it's great to have Sukhinder on the team and now the new team that's come in. What's really exciting is we see the opportunity, this great team, and the new leadership has come in with the great capabilities, but we have more to do. It is also with this objective that we really want to see Xero continue to be trusted, holding these high standards of governance, creating long-term value for all our stakeholders. I'm really committed to these objectives and working for you, our shareholders, if reelected. That brings me to the end of my comments.
I'll pass back to Susan to go through the process. Thank you.
Thank you very much, David. It's not often we get an opportunity to say thank you very much to our Chair for all that he does. It has been a phenomenally busy three years, and it's nothing short of a sheer delight to work with David as we work on this common purpose. He does a phenomenal job, and the board is right behind him. I'd now like to invite shareholders to submit any questions regarding this resolution. Are there any questions from telephone participants regarding resolution four?
There are no questions from holders participating by telephone.
Thank you, operator. I'll now take questions from shareholders who have submitted written questions via the online platform. Do we have any questions, Simon?
Thank you, Susan. No questions have been received.
Okay, with no further questions, I'll pass back to David for the next resolution.
Great. Thank you, Susan, and thank you for sharing that section. This comes to the final resolution for today, resolution five. As we said, this is a non-binding advisory resolution to adopt Xero's remuneration report. The remuneration report can be found on pages 93 to 125 in the 2025 annual report. The resolution has been put forward voluntarily, which we've done now for a couple of years as a matter of good governance. While the result of the resolution will not bind Xero or the board or have other legal consequences, the voting will result in us considering all the feedback. When we look at future remuneration strategy and next year's remuneration report, we will take comments on board. The board does not consider making a recommendation on this resolution to be appropriate, given each director has an interest in the matter, so we will be abstaining.
Xero has voluntarily put a voting exclusion in place relating to this resolution in that votes will be disregarded if they are cast by a director, including me, CEO, CFO, and closely related parties. There are some limited exceptions to this exclusion, which have been set out in the explanatory notes to the notes of meeting that have been provided to shareholders. The way we're going to cover this is we thought we'd ask Susan, as Chair of the People and Remuneration Committee, to make a few comments in relation to Xero's remuneration arrangements and our remuneration report because there's been a lot of discussion on it. Susan, can I pass to you?
Thank you, David. The last financial year can best be described as a year of strong performance against our global three-by-three strategy. This has been demonstrated through our strong financial results, including what we've already mentioned, the operating revenue growth of 23% to NZD 2.1 billion and a greater-than-rule-of-40 outcome of 44.3%. This performance has translated into shareholder returns, with Xero delivering a total shareholder return of 16% over the year and 73% since full year 2023. To deliver on our strategy, it is absolutely critical that we have the right talent on our team. This year, we were delighted to welcome new world-class leaders to our executive team, including Chief Financial Officer Claire Bramley and our Chief People Officer Jeff Ryan. Their global SaaS experience is already proving hugely valuable. We also farewell and thank long-serving Xeros, Kirsty Godfrey-Billy and Nicole Reed, for their significant contributions.
We continue to prioritize supporting all of our Xeros to ensure that they can succeed and grow. Over the past year, we've focused on embedding our new performance and potential framework, expanded our investment in talent and leadership development, and have been deliberate in our internal succession planning to ensure that we have a strong pipeline of future-ready leaders. It has also been a year of extensive shareholder, proxy, and stakeholder engagement. Our Chair, David, and I have engaged in no fewer than 50 of these meetings throughout the year. We have sought to ensure that our owners have been given the opportunity to have input as to how we might best balance our compensation structures to secure the global talent required to execute Xero's strategy successfully. We have also sought to uplift the level of disclosure that we have included in our remuneration report.
Can I just say we are deeply grateful to the investors and proxy advisors who have given us their time throughout the year and provided frank and constructive feedback. As an ambitious ASX-listed company with global growth ambitions, new ways of thinking have been required in terms of what is needed to ensure that Xero can attract and retain our global talent. It was fantastic to have our investors and proxy firms willingly lean into understanding this dilemma and offer their thoughts on how we might best balance the interests of all. All their feedback has been specifically referred to in the remuneration report letter that I penned. It was pleasing to hear directly from many of our largest active long-term shareholders who are very supportive of our approach and recognize the need for a globally competitive remuneration framework.
We're also pleased to receive positive feedback from both shareholders and proxy advisors on our uplifted disclosures. In response to feedback, this year's remuneration report includes, for the first time, retrospective disclosure of our short and long-term incentive targets and outcomes and greater detail on our benchmarking process. Now, as a New Zealand-domiciled company, providing a remuneration report and a shareholder vote is voluntary. However, as David has said, our Xero team is committed to good governance, and we see this as an important way to obtain feedback from you, our owners. Our approach to pay at Xero is guided by three simple principles that apply to all our people, from our newest members to us as directors on the board, namely performance, the scope and criticality of role, and most importantly, the location where the individual is based.
These same principles were applied in our recent review of our CEO remuneration. The independent review of the CEO compensation package at that time, based on data from a peer group of companies, showed that the package sat at the 10th percentile of the peer group. It is super important to note that at the time, Xero's company performance sat at the 87th percentile of the M-Cloud Global Index. Following review and after extensive shareholder and proxy consultation, the board elected to move each component of the CEO compensation package to the market median, the 50th percentile of the peer group of companies, while also retaining, and I'll call out Sukhinder here, including in her package specific ASX features to protect against the risk of asymmetric outcomes between the CEO and other shareholders. These are not common in the U.S.
This review resulted in the CEO base pay and STI opportunity being reduced, going backwards, and her equity opportunity being increased. As a result, this package with at least 96% of the CEO's remuneration being performance-based or linked to share price performance. There are two areas in particular that were highlighted by proxy advisors in their reports. Let me touch on those now and highlight why we believe our remuneration structure is appropriate. First, long-term equity or LTE. This is tied to tenure and is a standard and widespread component of remuneration in the U.S. technology sector, viewed as a form of cash-efficient, deferred fixed remuneration that also forms an important part of executive retention. While service-based, the ultimate value of the LTE is directly tied to Xero's share price performance, which together with the holding periods makes it meaningfully aligned to long-term shareholder value creation.
It is market practice in the U.S. that the LTE balance to performance-hurdled LTI is 50/50. At Xero, the balance between LTE and performance-hurdled LTI potential is 40/60 in favor of the LTI. It is really important to note that this balance has not changed from last year. Secondly, the one-off option grant. This was provided to bring Xero's total equity exposure to the median of the U.S. peer group. Options are one of the purest forms of pay for performance. They have absolutely no value unless the share price grows above the at-the-money exercise price of AUD 171.11 in Australian dollars. At the moment, they're not worth anything. This creates a significant absolute TSR hurdle that must be overcome before any value can be realized by our CEO.
To further reinforce a long-term focus, these options are subject to post-vesting holding restrictions, extending the total period of exposure for up to four years. We've been clear that no further options grants would be expected to be made. I want to be very clear here that that extended holding period is also not usual in the U.S. and has been agreed to through discussions with proxy firms here. If Xero's share price was to drop below AUD 171.11 , as I've said, the options hold no value. In Xero's past, we've tried to secure global talent on remuneration structures that have been tied to Australian pay practices. Our learned experience has given us the confidence to know that it is mission-critical to pay local market rates if we want to secure A-grade talent with the experience needed to prosecute the strategy.
On this point, I would just sort of say, as a New Zealand-domiciled company, as we looked to expand our business into Australia, we never expected our Australian executives to accept Kiwi-based pay. Finally, I would like to assure all shareholders that the voting outcome of resolution five and the comments that have been provided will be carefully considered by the board when setting future remuneration strategy and preparing next year's remuneration report. You might also be interested to know the CEO compensation package having been reviewed to the 50th percentile of the peer group of companies. Xero's actual company performance right now, at this time of the AGM, continues to sit at the 90th percentile of the M-Cloud Index. It's fair to say that we're delighted with the long-term value being created for shareholders by our CEO and her team.
Turning briefly to director compensation, we have not reviewed the director fee pool this year, which was due on its two-year cycle. We all felt it was important to focus first on the executive management compensation structures. We will bring a recommendation to shareholders regarding the director's fee pool at next year's AGM. Now, finally, I'd like to thank my colleagues on the People and Remuneration Committee for their dedication and support, which can only be described as a transformative year for our people and for Xero. I'll now hand back to David.
Thank you, Susan. I think that from that presentation, you see the amount of attention and detail Susan's given to what has been a complex issue, but we feel that this is the right thing for the company. I'd now like to invite shareholders to submit any questions regarding this resolution. Operator, are there any telephone questions?
There are no questions from holders participating by telephone.
Okay, thank you, operator. Let me now take questions from shareholders who may have submitted a written question via the online platform. Simon, do we have any questions on resolution five?
Thank you, David. Yes, we have received a question from Stephen Main, who asks, "Thank you for voluntarily putting the remuneration report up for the vote once again, and also for disclosing the proxy votes early along with the formal addresses. The 48% against vote on the proxies is a strong message. Which of the proxy advisors recommended against, and what reasons did they give? What engagement with shareholders and proxy advisors is planned as a response, and what changes to remuneration are likely going forward?
Okay, thanks, Stephen, for those questions. I'm going to ask Susan to answer a couple of them, but let me just make some comments, which I think Susan has covered. I just want to stress why we have landed at this place is that this is absolutely critical to our strategy to be a global company and to the principle that we pay to the country where people are domiciled. This is about getting the best people to run this company going forward. Those two principles have driven us in everything we've done. I think Susan's gone through and explained all the puts and takes in that. Susan also mentioned that we have actively invested time with our major shareholders and with the proxy advisors. There is really strong support from our institutional investors in terms of what we're doing as they understand it.
They've got some suggestions that they want us to look at. For the proxy advisors, it's more difficult because they look at just ASX-listed companies, and we are looking at being a global company with executives based in the U.S. That becomes a quandary, and therefore that's where they end. Susan will take you through, but all three, in various ways, have not fully supported the remuneration report. Susan, do you want to touch on a few of the specifics of Stephen's comments?
Yes, and Stephen, thank you very much for the question. As we go through them, ISS made it pretty clear that unless we had an Australian-based peer group of companies, they were always going to struggle. They know very well that, and acknowledge it in the same way around the world, that if Xero was to have a U.S. listing, then they would apply the U.S. rules and it would be fine. On ownership matters, and Glass, Lewis, we're super grateful for the way they engaged with us. They've really leaned in to trying to help us with these challenges. They have different reasons for why they struggle to support. For ownership matters, it was the quantum of LTE, and I think you've probably heard me in my address say that actually the percentage component of the remuneration structure actually hasn't changed.
It has just been the benchmarking to the U.S. Nothing changed on that, but they couldn't get over the quantum of the LTE. Helpfully, they did put in their report that they would understand if our big shareholders would like to support us. Glass, Lewis was fine with the LTE and the other pieces. They had an issue on the options grant and felt that it was something they couldn't get over. You can sort of see we've got three differences going through there. On the New Zealand Shareholders Association and the Australian Shareholders Association, they've recommended vote and support. They are supportive of where we're at. I know it wasn't part of your question, but it does go to perhaps the next phase.
We actively engage with our largest shareholders, and we have got significant positive support to providing global local pay rates for our talented executive team, regardless of where they are in the world. The dilemma for us is to work through post this meeting how we look to step forward. In terms of what we will do, I think we're just getting these results now. We'll take it back to the boardroom, and we'll have a bit of a think of where we kind of go next. You can be rest assured that the same style to engagement about working out why we're sort of working widely with our owners and proxies to try and find a constructive way forward will be helpful.
I did say in my address, and I'll finish on this point, our heart and the home of Xero was founded in New Zealand, and we have never insisted that our Australian executives get paid on Kiwi-based pay rates. We're struggling with the idea that our Australian pay rates might suddenly dominate the U.S. pay constructs. We just don't believe that that's the key to successfully delivering on our purpose or opportunity ahead of us. Thanks, Stephen.
Thanks, Susan. These are the challenges of becoming a global company. I just reinforce what Susan said. We'll continue to have active dialogue with our proxies and all our investors and work it through. We feel very strongly about the strategy we're on. I hope that gives you some color, Stephen. Okay, Simon, are there any more questions on resolution five?
There are no further questions, David.
Okay, look, we note the voting there, and we'll move forward. Now let us move on to the final resolution. Let me just remind you to cast your votes on each resolution one to five. This section is the general questions that we'll now move to and add these general questions asked by shareholders. Let's get into it. Operator, are there any general questions at all?
There are no phone questions from holders participating.
Okay, great. Thank you. Simon, can you please read out the first question that's moved via the online platform?
Thanks, David. We've received a question from Mr. [Aaron Whittaker], who asks, "We have seen proven reports that initiatives aimed at increasing diversity will lead to lowered performance standards. Will Xero commit to maintaining consistent performance and qualification standards for all candidates, regardless of diversity initiatives?
Thank you for that question. I'll pass to Sukhinder to make a few comments at the moment. Let me make a few general comments. We provide opportunity based on merit. We do not discriminate on aspects of identity, and we want to have a fair, inclusive environment. We don't want bigotry or bias, but we want high performance, and that means that we will always recognize merit. Sukhinder, do you want to make any comments at all?
Sure. David, I want to double click on a couple of things that you noted. First of all, you know, our job is to find the very best talent we can to prosecute the strategy. We drive towards capability and potential of any individual. We want to make sure our systems are fair so that everyone has an equal opportunity to, I would say, participate in Xero's culture and performance. We absolutely do promote, hire, on the very best capability we can find. If anything, I think we are trying to bring into further alignment our purpose, performance, and our compensation systems at Xero to recognize high performance. We do believe overall that cultures thrive when they're inclusive and that performance thrives when you have diverse perspectives.
Great. Thanks, Sukhinder. Let me just reinforce, having this high performance culture that I know Sukhinder sets is a critical part of what we're doing. We still do it in a human and fair way, and you can do both. That's what we're committed to because that's in the best outcome of shareholders and the company going forward. Thanks, Simon. Next question.
Thank you, David. The next question comes from [Peter Miles ], who asks, you have mentioned cybersecurity, a key item. What are your systems for backing up and continuing to provide online services in the event of natural disaster, i.e., earthquake? Where are your data processing centers and what is your redundancy? How will you deal with staff in Wellington when the big one hits there? Oh, wow. What is the earthquake rating of that building?
Okay. There's a lot in there. I'm not sure I can get to all the detail of it, but I'll give it my best shot. I don't plan to be in Wellington when the big one hits. Okay. We have a multi-layered approach to protecting customer data, and that's always been the case. We keep data across various cloud servers that are managed by third-party providers like AWS, and we do take a very active, strategic architectural approach to make sure that data is spread. In terms of business continuity plans, as you'd imagine, that's a critical part of what the Audit Committee reviews, and we go through continuity plans, including on cyber attack. We've had a few simulations should we have a cyber attack, which I hope we never have. That would include natural disasters.
We're very conscious of that as we go forward, and of course, the big one is how we look after staff should there be a big event. The one thing I can't answer is I don't think I know the answer to the rating on the building, but I presume that if it's still standing, the Wellington City Council has approved it. Let me look at Mark just for a moment. Mark, do you know?
No, I don't, but it would meet all legal standards of Wellington, and a lot of strengthening has been done, and also it's a recently refurbished building as well.
Yeah, thanks, Mark. If that's a particular question, we can get back to you on that going forward. I hope that gives you a bit of a sense. It is a critical component, but we don't have big data centers in Wellington. I know all about that from my time at IBM when we used to have one at Bertone, and that was not a good place to have one. That was a bit irrelevant. Anyway, let's go to the next question, Simon.
Thank you, David. The next question comes from [Beryl Plimmer], who asks, do you have a solution for body corporate financials in New Zealand? If not, is it something you would look at? The current systems body corps I have involvement in are not good.
Okay. It sounds like opportunity, Beryl, but I don't know the answer. I'm looking at Sukhinder, and I'm going to let her answer because she just nodded. Sukhinder, over to you.
First of all, thank you, Beryl, for the feedback and the question. I would note that we're always up for product feedback, and I think it's fair to say that today, as you know, we're mainly designing in this strategic period for small businesses 1 to 20. What we've noted is one of the segments we also serve broadly through our ecosystem is larger SMBs who use our ecosystem alongside Xero in order to extend some of the functionality we don't have today, and allow you to extend up into businesses that are much, much larger. This helps solve gaps today that exist in our product for segments other than 1 to 20. I would note that we love product feedback. Thank you for this feedback. As we think about how to better serve our secondary segments, including bigger businesses, we will take this on. Thank you.
Great. Thanks, Sukhinder and Beryl. If you want to get some more information, we can get to you as well. We'll be happy to. Okay. Simon, any other questions?
There are no further questions, David. Thank you.
Okay. I think that brings us to the end of the meeting. I'll pause if there's any more general questions before we close the meeting. I'll just pause for a moment in case there is any. Otherwise, a bit of an unusual pause. Simon or operator, any questions?
No questions received.
are no questions via the phone.
Okay. That brings us to the end of Xero's 2025 Annual Mmeeting. Before I formally close the meeting, a quick reminder, if you're intending to vote on formal business of the meeting, you should finalize and submit your votes now. Voting will close in five minutes' time. As mentioned earlier, the results of the voting will be released on the ASX once the votes have been counted after this meeting. My thanks to you all for attending Xero's annual meeting today. It's an important part of our calendar, and we really appreciate your support and your feedback. With that, I now declare the meeting formally closed. Thank you very much.