DEF 14A of Happen, Inc., Apr 21, 2026

DEF 14A of Happen, Inc.

Filed Apr 21, 2026 · FY20250001140361-26-015923

Open on EDGAR

  1. Driving Dilution Below the Company’s Stated Commitment of 4%

    | 3) | Reflects shares underlying outstanding equity awards that were returned to the Company’s equity reserve as a result of a termination of service. |

  2. Meetings and Attendance

    Meetings and Attendance In 2025, the Board held 9 meetings. Each director attended at least 75% of the aggregate of (i) the total number of meetings of our Board held during the period for which he or she has been a director and (ii) the total number of meetings held by all committees of our Board on which he or she served during the periods that he or she served. Although we do not have a formal policy regarding annual meeting attendance by members of our Board, we encourage our directors to attend. Nine of our ten directors, at the time, attended our 2025 Annual Meeting of Stockholders. In addition, each member of our Board is also a board member of our banking subsidiary, LendingClub Bank. In 2025, LendingClub Bank held a total of 47 meetings of the board or meetings of a committee of the board. Each director attended at least 75% of the aggregate of (i) the total number of meetings of the board of LendingClub Bank during the period for which he or she has been a director and (ii) the total number of meetings held by all committees of the board of LendingClub Bank on which he or she served during the periods that he or she served. In conjunction with the regularly scheduled meetings of the Board, the independent directors also periodically meet in executive sessions outside the presence of management. The independent Chairman of our Board, among other responsibilities, presides over such sessions.

  3. Information Regarding Our Directors

    Information Regarding Our Directors The following table sets forth the names, ages and certain other information for each of the directors with terms expiring at the Annual Meeting (and who are also nominees for election as a director at the Annual Meeting) and for each of the continuing members of our Board:

  4. Information Regarding Our Directors

    | Director Nominees | Class | Age | Position | Director Since | Current Term Expires | Expiration of Term for Which Nominated | | Kathryn Reimann(1)(2) | III | 69 | Director | 2022 | 2026 | 2029 | | Scott Sanborn | III | 56 | CEO & Director | 2016 | 2026 | 2029 | | Michael Zeisser(3)(4) | III | 61 | Director | 2019 | 2026 | 2029 | | Continuing Directors | | | | | | | | Faiz Ahmad(2)(3)(4) | I | 54 | Director | 2022 | 2027 | — | | Allan Landon(1)(4)(5) | I | 78 | Director | 2021 | 2027 | — | | Timothy Mayopoulos(3)(5) | I | 67 | Director | 2016 | 2027 | — | | Stephen Cutler(1)(2) | II | 64 | Director | 2023 | 2028 | — | | Erin Selleck(1)(2)(5) | II | 69 | Director | 2021 | 2028 | — | | Janey Whiteside(3)(4) | II | 54 | Director | 2023 | 2028 | — |

  5. Information Regarding Our Directors

    | 1) | Member of the Audit Committee |

  6. Information Regarding Our Directors

    | 2) | Member of the Operational Risk Committee |

  7. Information Regarding Our Directors

    | 3) | Member of the Nominating and Corporate Governance Committee |

  8. Information Regarding Our Directors

    | 4) | Member of the Compensation Committee |

  9. Information Regarding Our Directors

    | 5) | Member of the Credit Risk and Finance Committee |

  10. Information Regarding Our Directors

    Note that under Proposal Four of this Proxy Statement, we are proposing to amend and restate our Eighth Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), to provide that any director elected to the Board after the date of the Annual Meeting be elected for a term expiring at the next annual meeting of stockholders following his or her election.

  11. Nominees for Director

    Nominees for Director Kathryn Reimann joined our Board in August 2022. Since September 2023, Ms. Reimann has served as a lecturer at University of Miami Law School on ethics and compliance topics. Further, since September 2021, Ms. Reimann has served as a Senior Advisor at Oliver Wyman specializing in regulatory compliance and risk management, regulatory policy, governance and ethics matters. Ms. Reimann has also provided compliance advisory expertise and services as the principal of Lyncroft Compliance LLC since February 2021. She has also served as an Adjunct Professor and Senior Fellow in the Program on Corporate Compliance & Enforcement at New York University School of Law since December 2019 and a regulatory advisor to Hummingbird Regtech since January 2020. She previously served as a Senior Managing Director of Treliant LLC from August 2018 to October 2019 and as Chief Compliance Officer and Managing Director for Citibank NA and Citi’s Global Consumer Banking business from August 2006 to July 2018. Earlier, she served as Global Compliance Head and Managing Counsel of American Express and as Chief Compliance Officer at Lehman Brothers. She was elected to the American Law Institute in 2016 and served as an advisor on their compliance principles project. She holds an A.B. from Princeton University’s School of Public and International Affairs and a J.D. from New York University School of Law. Ms. Reimann brings extensive experience in consumer financial regulation, bank governance and compliance risk management to our Board. Scott Sanborn has served as our Chief Executive Officer and as a member of our Board since June 2016. Mr. Sanborn previously served as our President from April 2016 to May 2017, Chief Operating and Marketing Officer from April 2013 to March 2016 and Chief Marketing Officer from May 2010 to March 2013. From November 2008 to February 2010, Mr. Sanborn served as the Chief Marketing and Revenue Officer for eHealthInsurance, an e-commerce company. Mr. Sanborn holds a B.A. from Tufts University. Mr. Sanborn has significant executive and leadership experience and has been a driver of our strategy and growth for nearly 10 years and instrumental in transforming the Company from a small privately held company to a publicly traded company and industry leader. Mr. Sanborn brings the perspective as our Chief Executive Officer and extensive experience with LendingClub and the fintech industry to our Board. Michael Zeisser joined our Board in September 2019. Mr. Zeisser currently serves as the Managing Partner of FMZ Ventures, a growth equity investment fund focused on experienced economy and marketplace ecosystems. From 2013 to April 2018, Mr. Zeisser served as Chairman, U.S. Investments for Alibaba Group and led Alibaba’s strategic investments outside of Asia. From 2003 to 2013, Mr. Zeisser served as Senior Vice President of Liberty Media Corporation, where he led investments in digital media, online gaming, and commerce. Prior to joining Liberty Media, Mr. Zeisser was a partner at McKinsey & Company. Mr. Zeisser also serves on the board of directors of several privately held companies. Previously, Mr. Zeisser served on the board of directors of Global Technology Acquisition Corp. from October 2021 to April 2024 and on the board of directors of Shutterfly, Trip Advisor, IAC, TIME Inc. and XO Group. Mr. Zeisser graduated from the University of Strasbourg, France and the J.L. Kellogg Graduate School of Management at Northwestern University. Mr. Zeisser brings extensive experience in corporate development, strategy and consumer marketplaces to our Board.

  12. Continuing Directors

    Continuing Directors Faiz Ahmad joined our Board in August 2022. Since February 2025, Mr. Ahmad has served as Chief Executive Officer of Paula’s Choice, LLC, a consumer beauty company and entity of Unilever PLC. From August 2022 to March 2024, Mr. Ahmad served as Chief Commercial Officer of YETI Holdings, Inc. Prior to joining YETI, Mr. Ahmad was CEO, Direct-to-Consumer from June 2020 to July 2022 and Chief Digital Services Officer from September 2019 to June 2020 at Optum, a subsidiary of United Health Group, where he led the creation and go-to-market strategy for Optum’s direct to consumer digital health marketplace for care and pharmacy needs. He also served as Senior Director and Global Head for the Apple Online Store and Apple Retail Market Development for Apple Inc. from February 2015 to August 2019, where he was responsible for the growth strategy, including customer acquisition and affinity programs, for Apple’s retail markets. He also held leadership positions at Delta Airlines, and, in his last role as Managing Director, managed Delta’s digital and customer facing touch points while overseeing the overall digital strategy, global business development, product roadmaps and experience design. Mr. Ahmad received his Master of Business Administration from Emory University and graduated from the Manipal Institute of Technology in India with a Bachelor of Engineering. Mr. Ahmad brings extensive experience in leveraging technology to transform the customer experience for consumer brands to our Board. Stephen Cutler joined our Board in March 2023. Mr. Cutler served as Of Counsel at Simpson Thacher & Bartlett LLP from January 2023 to June 2025. From April 2018 to January 2023, Mr. Cutler was a Partner at Simpson Thacher & Bartlett LLP and, for a portion of that time, served as Global Head of the firm’s Government and Internal Investigations Practice. Prior to joining Simpson Thacher, Mr. Cutler was Vice Chairman from 2016 to 2018 and General Counsel from 2007 to 2016 of JPMorgan Chase & Co. Earlier in his career, Mr. Cutler served as Director of the SEC’s Division of Enforcement from 2001 to 2005. Mr. Cutler also serves on the board of The Metropolitan Museum of Art and previously served on the boards of the Financial Industry Regulatory Authority (FINRA) and the National Women’s Law Center. Mr. Cutler received his B.A., summa cum laude, from Yale University and his J.D. from Yale Law School, where he was an editor of the Yale Law Journal. Mr. Cutler brings extensive experience in the banking industry and legal discipline to our Board. Allan Landon joined our Board in February 2021. Since June 2011, Mr. Landon has served in various capacities at the University of Utah, including Innovation Advisor, Assistant Dean and Adjunct Professor at the David Eccles School of Business. His teachings cover business leadership and banking courses and help develop experiential learning programs. He also directed the Utah Center for Financial Services. From July 2011 to July 2018, Mr. Landon was Operating Partner at Community BanCapital and CBC Management GP, an Investment Management company. From 2004 to 2010, Mr. Landon served as Chairman and Chief Executive Officer of Bank of Hawaii. Before joining Bank of Hawaii, Mr. Landon was the Chief Financial Officer of First American Bank. Earlier Mr. Landon was a Certified Public Accountant (CPA) and partner with Ernst & Young, serving public and privately-owned community, regional banks and other financial institutions. Mr. Landon is a member of the Board of Directors of Electronic Caregiver, Inc., and previously served on the Board of Directors of State Farm Mutual Automobile Insurance and Whistic, Inc. Mr. Landon holds a B.S. from Iowa State University. Mr. Landon brings extensive experience in the banking and financial services industries to our Board. Timothy J. Mayopoulos joined our Board in August 2016. Since October 2023, Mr. Mayopoulos has served as CEO of Power Forward Communities, a nonprofit dedicated to decarbonizing American homes. During March 2023, at the request of the FDIC, Mr. Mayopoulos served as President and CEO of Silicon Valley Bridge Bank, N.A. From January 2019 to March 2023, Mr. Mayopoulos served as President of Blend Labs, Inc., a publicly traded enterprise software company serving mortgage originators and financial institutions. From 2012 to 2018, Mr. Mayopoulos served as President and CEO of Fannie Mae, a government sponsored enterprise and one of the largest providers of mortgage credit in the United States. Mr. Mayopoulos joined Fannie Mae in 2009 in the wake of the financial crisis. He initially served as Fannie Mae’s General Counsel, and in 2010 was named Chief Administrative Officer. He was promoted to CEO in June 2012, and, in that role, led the company’s support of the U.S. housing market and its efforts to create a better housing finance system for the future. Before joining Fannie Mae, Mr. Mayopoulos was General Counsel of Bank of America, held senior legal positions at Donaldson, Lufkin & Jenrette, Credit Suisse First Boston and Deutsche Bank, and practiced law at Davis Polk & Wardwell. Mr. Mayopoulos is a member of the Boards of Directors of Blend Labs, Inc., Science Applications International Corporation (SAIC) and several privately held companies. He is a graduate of Cornell University and New York University School of Law. Mr. Mayopoulos brings extensive experience in the banking and financial services industries and legal and regulatory disciplines to our Board. Erin Selleck joined our Board in February 2021. Prior to her retirement in 2014, Ms. Selleck served as Senior Executive Vice President and Treasurer for MUFG Union Bank, a key subsidiary of Japan’s Mitsubishi UFJ Financial Group (MUFG), one of the world’s largest financial organizations. Her accomplishments at Union Bank include successfully guiding the bank through the 2008 financial crisis, growing the bank’s balance sheet, and navigating an increasingly challenging economic and regulatory environment in the banking industry. Before joining MUFG Union Bank, Ms. Selleck served as Vice President and Manager in Corporate Treasury at Bank of America. Ms. Selleck served on the board of Broadway Financial Corp/Broadway Federal Bank from 2015 until March 2021. Ms. Selleck holds a B.A. in Sociology and an M.B.A. from University of California at Berkeley. Ms. Selleck brings extensive experience in the banking and financial services industries to our Board. Janey Whiteside joined our Board in April 2023. Since October 2022, Ms. Whiteside has served as a partner of the Consello Group, a financial services advisory and strategic investing platform. Ms. Whiteside has also served as the Chief Growth Officer of Consello since June 2024. Prior to joining Consello, Ms. Whiteside was Executive Vice President and Chief Customer Officer of Walmart Inc. from August 2018 to March 2022, where she was responsible for the customer journey for both Walmart stores and e-commerce across marketing, creative, PR, product and design, and launched Walmart Connect and Walmart+. From 1997 to July 2018, Ms. Whiteside served at American Express Company in business development, marketing and operating roles in various customer segments, including most recently EVP & GM – Global Premium Products & Benefits and EVP & GM – Global Charge Products, Benefits & Services. Prior to American Express, Ms. Whiteside worked at HSBC Bank from 1993 to 1997. Ms. Whiteside is a member of the Board of Directors of Lyft, Inc. Ms. Whiteside holds an Economics & Management Studies degree (BSc Econ) from Cardiff University. Ms. Whiteside brings extensive experience in the financial services industry and in the marketing, digital and commercial disciplines to our Board.

  13. Considerations in Evaluating Director Nominees

    Considerations in Evaluating Director Nominees In its evaluation of director candidates, our Nominating and Corporate Governance Committee considers the current size and composition of our Board and the needs of our Board and the respective committees of our Board. Some of the qualifications that our Nominating and Corporate Governance Committee considers include business experience and the skills set forth in the director skills matrix beginning on page 10. Exceptional candidates who do not meet all of the above criteria may still be considered. Director candidates must have sufficient time available in the judgment of our Nominating and Corporate Governance Committee to perform all board of director and committee responsibilities. Members of our Board are expected to prepare for, attend, and participate in all board of director and applicable committee meetings. Other than the foregoing, there are no stated minimum criteria for director nominees, although our Nominating and Corporate Governance Committee may also consider such other factors as it may deem, from time to time, are in our stockholders’ best interests. Our Nominating and Corporate Governance Committee does not have a formal policy with respect to diversity; however, it considers diversity characteristics in identifying director nominees, including diversity in the perspective, experience, background and skills that contribute to the Board’s performance of its responsibilities in the oversight of our Company. Additionally, in its efforts to recruit members of the Board, the Nominating and Corporate Governance Committee will specifically direct any individuals or search firms assisting with recruitment to seek out potential candidates with diversity characteristics, to ensure that the Nominating and Corporate Governance Committee has considered a full array of qualified candidates. In making determinations regarding nominations of directors, our Nominating and Corporate Governance Committee also considers these and other factors as it oversees the annual board of director and committee evaluations. After completing its review and evaluation of director candidates, our Nominating and Corporate Governance Committee recommends to our full Board the director nominees for election. Our Nominating and Corporate Governance Committee uses a variety of methods for identifying and evaluating director nominees. Candidates may come to its attention through current members of our Board, professional search firms (which locate qualified candidates that meet the Nominating and Corporate Governance Committee’s criteria), stockholders or other persons. The Board does not distinguish between nominees recommended by stockholders and other nominees. However, stockholders desiring to nominate a director candidate at the Annual Meeting must comply with certain procedures. A stockholder of record can nominate a candidate for election to the Board by complying with the procedures in Article I, Section 1.11 of our Amended and Restated Bylaws (the “Bylaws”). Any eligible stockholder who wishes to submit a nomination should review the requirements in the Bylaws on nominations by stockholders. Any nomination should be sent in writing to the Secretary, LendingClub Corporation, 88 Kearny Street, Suite 600, San Francisco, California 94108. Submissions must include the full name of the proposed nominee, complete biographical information, a description of the proposed nominee’s qualifications as a director, other information specified in our Bylaws and a representation that the nominating stockholder is a beneficial or record holder of our stock. Any such submission must be accompanied by the written consent of the proposed nominee to be named as a nominee and to serve as a director if elected, along with an irrevocable resignation, contingent (i) on that nominee not receiving the required vote for election, and (ii) acceptance of that resignation by the Board in accordance with policies and procedures adopted by the Board for such purposes. All candidates are evaluated under the same process which is conducted by our Nominating and Corporate Governance Committee, and may be considered at any point during the year. Stockholders otherwise may recommend persons for the Board to consider for nomination. If any materials are provided by a stockholder in connection with the nomination or recommendation of a director candidate, such materials are forwarded to the Nominating and Corporate Governance Committee. All proposals of stockholders (including nominations but excluding proposals under SEC Rule 14a-8) that are intended to be presented by such stockholder at an annual meeting of stockholders must be in writing and notice must be delivered to the Secretary at our principal executive offices no later than the close of business on the 75th day nor earlier than the close of business on the 105th day prior to the first anniversary of the preceding year’s annual meeting. For stockholder proposals under SEC Rule 14a-8, see “QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING – 17. How can I make proposals or nominate a director at next year’s annual meeting?”.

  14. Director Compensation

    Director Compensation Our non-employee director compensation program is described below. In addition, we reimburse our non-employee directors for reasonable travel and other expenses incurred in connection with attending our board and committee meetings. Employee directors are not eligible to receive additional compensation for their service as directors. Accordingly, Mr. Sanborn, our Chief Executive Officer, received no additional compensation in 2025 for his service as a director. Our non-employee directors do not receive perquisites. Equity Compensation Under our non-employee director compensation program, each new non-employee member of our Board receives an equity award of RSUs in connection with his or her initial election or appointment to our Board having a target grant date fair value equal to $200,000 multiplied by a fraction, the numerator of which is 365 minus the number of days that have elapsed between the date of our most recently completed annual meeting of stockholders and the date the non-employee director becomes a member of our Board, and the denominator of which is 365 (the “Initial Director Award”). To satisfy stock ownership requirements set forth by the federal banking regulations, the Initial Director Award shall have a target grant date fair value equal to at least $1,000 and $1,000 of the Initial Director Award will vest immediately. The remainder of the Initial Director Award, if any, will vest on the one-year anniversary of our most recently completed annual meeting of stockholders. For example, a non-employee director that joins our Board mid-way through the one-year anniversary of our most recently completed annual meeting of stockholders would receive an Initial Director Award having a target grant date fair value equal to $100,000 with $1,000 vesting immediately and the remainder vesting on the one-year anniversary of our most recently completed annual meeting of stockholders. Each continuing non-employee member of our Board receives on the date of our annual meeting of stockholders an equity award of RSUs having a target grant date fair value of $200,000 that vests quarterly over one year (the “Annual Director Award”). The number of RSUs granted to non-employee directors is determined by dividing the target grant date fair value of the equity award (e.g., the Initial Director Award or Annual Director Award) by our stock price on the date of grant. Cash Compensation Each non-employee director receives the applicable annual cash retainers listed below based on their board and committee service. Committee chairpersons do not receive the committee member retainer in addition to the chairperson retainer. Our non-executive Board chairperson does receive both the cash retainer as a non-employee director and the cash retainer as non-executive Board chairperson.

  15. Director Compensation

    | Board and Committee Service | 2025 Cash Retainer Amounts | | All Non-Employee Directors | $40,000/year | | Non-Executive Board Chairperson | $25,000/year | | Audit Committee Chairperson | $25,000/year | | Compensation Committee, Operational Risk Committee, and Credit Risk & Finance Committee Chairperson | $17,500/year | | Nominating and Corporate Governance Chairperson | $10,000/year | | Audit Committee Member | $12,500/year | | Compensation Committee, Operational Risk Committee, and Credit Risk & Finance Committee Member | $8,000/year | | Nominating and Corporate Governance Member | $5,000/year |

  16. Director Compensation

    Cash retainers are generally paid semi-annually after services are rendered instead of paid in advance. Specifically, non-employee directors typically receive a cash payment in June for services performed from January to June and a cash payment in December for services performed from July to December. Bank Board Service Each member of our Board and committee of our Board also concurrently serves as a director of our banking subsidiary, LendingClub Bank (the “Bank Board”) and in a corresponding capacity on the corresponding committee, if any, of the Bank Board. Accordingly, by way of example only, a member of our Board who serves as a member of the Audit Committee of our Board and the chair of the Operational Risk Committee of our Board, then also concurrently serves as a member of the Bank Board, a member of the Audit Committee of the Bank Board and the chair of the Operational Risk Committee of the Bank Board (such concurrent service, “Concurrent Service”). Our non-employee directors do not receive any additional compensation for Concurrent Service on the Bank Board. Our non-employee director compensation program provides a per meeting cash retainer in the amounts described below, subject to a maximum calendar year payment of $25,000, for non-employee directors who serve on a committee of the Bank Board that meets at least three times in the then current calendar year and for which there is no corresponding Board committee (such Bank Board committee, a “Bank Only Committee”). By way of example only, a Bank Only Committee could include a committee responsible for providing oversight of mergers and acquisitions, legal and regulatory compliance, capital management or a Community Reinvestment Act program. In 2025, there was a single Bank Only Committee that held 5 meetings (the “2025 Bank Only Committee”). Ms. Selleck served as chair of the 2025 Bank Only Committee and each of Ms. Reimann and Messrs. Landon and Mayopoulos served as members until June 2025, when the 2025 Bank Only Committee was dissolved.

  17. Director Compensation

    | Bank Only Committee Service | 2025 Cash Retainer Amounts | | Chairperson of a Bank Only Committee | $2,000 per meeting | | Bank Only Committee Member | $1,000 per meeting |

  18. Director Compensation

    Director Stock Ownership Guidelines Our director stock ownership guidelines provide that each non-employee director hold equity (vested shares and/or shares underlying RSU awards) equal to at least $400,000 in value, or ten times the current base cash retainer for non-employee director service, within three years from the date of appointment or election to our Board. Compliance with these guidelines will be considered by our Nominating and Corporate Governance Committee when making recommendations to the Board regarding whether to nominate directors for re-election. All of our non-employee director nominees and continuing non-employee directors are in compliance with this policy, and either meet the suggested ownership levels currently or have additional time to accumulate equity to meet the ownership levels. 2026 Changes to Non-Employee Director Compensation Program In Q1 2026, the Compensation Committee commissioned a study from its independent compensation consultant, Frederic W. Cook & Co., Inc. (“FW Cook”), to evaluate our non-employee director compensation program. Based on the results of the study, and in order to maintain a competitive non-employee director compensation program while recognizing the significant expertise and time commitment required to serve on our Board, the Compensation Committee recommended, and our Board approved, the following revisions to our non-employee director compensation program, effective as of our Annual Meeting (as revised, the “Revised Program”). The Revised Program furthers the equity orientation of our non-employee director compensation program, demonstrating strong alignment with stockholder interests. Pursuant to the Revised Program, the Annual RSU Award to be granted to our non-employee directors on the date of the Annual Meeting will have a target grant date fair value of $240,000.

  19. Director Compensation

    | Component | Current Program | Revised Program | | Equity – Initial RSU Award | $200,000, prorated for service between the director’s service commencement date and the one-year anniversary of the last annual meeting. $1,000 of the award vests immediately, and the remainder vests on the one-year anniversary of the prior annual meeting. | $240,000, same proration and vesting terms as the current program | | Equity – Annual RSU Award | $200,000, vests quarterly over 1 year | $240,000, same vesting terms as the current program | | Cash – Retainer for Non-Executive Board Chairperson | $25,000 | $50,000 |

  20. 2025 Director Compensation

    2025 Director Compensation The following table provides information regarding the total compensation paid or awarded in 2025 to each of our non-employee directors who served during 2025. Mr. Sanborn received no compensation for his 2025 service on our Board because he was an employee director.

  21. 2025 Director Compensation

    | Director | Fees Earned or Paid in Cash ($)(1) | Option Awards ($) | Stock Awards ($)(2) | Total ($) | | Faiz Ahmad | 61,000 | — | 200,006 | 261,006 | | Stephen Cutler | 60,500 | — | 200,006 | 260,506 | | Allan Landon | 85,000 | — | 200,006 | 285,006 | | Timothy Mayopoulos | 69,500 | — | 200,006 | 269,506 | | John C. (Hans) Morris(3) | 87,500 | — | 200,006 | 287,506 | | Kathryn Reimann | 65,500 | — | 200,006 | 265,506 | | Erin Selleck | 78,500 | — | 200,006 | 278,506 | | Janey Whiteside | 53,000 | — | 200,006 | 253,006 | | Michael Zeisser | 67,500 | — | 200,006 | 267,506 |

  22. 2025 Director Compensation

    | 1) | Reflects amounts paid in 2025. |

  23. 2025 Director Compensation

    | 2) | Amounts reflect the aggregate grant date fair value of the RSUs granted in 2025, without regard to forfeitures, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, Compensation – Stock Compensation. Assumptions used in the calculation of this amount are included in “Note 15. Equity – Employee Incentive Plans” to the Consolidated Financial Statements included in our Annual Report. This amount does not reflect the actual economic value realized by each director. |

  24. 2025 Director Compensation

    | 3) | Mr. Morris resigned from his position as Chairman of the Board and as a member of the Board effective March 31, 2026. |

  25. Stockholder Engagement & Feedback

    | 2017-2018 | 2019-2020 | 2021-2022 | 2023 | 2024-2026 | | ■ Introduced PBRSUs for CEO and expanded to CFO ■ Adopted clawback policy, stock ownership guidelines and majority vote standard ■ Put forth declassification proposal | ■ Expanded PBRSU program to all NEOs ■ Reformulated PBRSU program and adopted various compensation policies ■ Continued to put forth declassification proposal | ■ Enhanced PBRSUs by shifting entirely to a 3-year performance period and limiting payouts in the event of negative TSR ■ Reduced equity award sizes by 25% and began cash-choice program to help mitigate dilution ■ Continued to put forth declassification proposal | ■ Revised clawback policies, with collective coverage in excess of applicable requirements ■ Put forth proposal to remove supermajority voting requirement ■ Continued to put forth declassification proposal | ■ Diversified PBRSU program by incorporating a 3-year operating metric ■ Expanded use of cash awards in long-term incentive compensation to reduce dilution ■ Continued to put forth supermajority and declassification proposals | | Responsiveness to stockholder feedback and related enhancements to compensation programs drive positive say-on-pay vote outcomes, with above 90% support from stockholders since 2020 | | | | |

  26. 2025 Executive Compensation Program

    | Element | Form | Description | Retention and/or Performance Link | | Long-Term Compensation | Cash | Cash-based portion of long-term award promotes retention and reduces dilution from our compensation programs | Three-year vesting period | | | RSUs | Long-term equity aligns compensation with stockholders’ long-term interests and promotes retention | Stock price performance over a three-year vesting period | | | PBRSUs | Long-term performance-based equity aligns compensation with stockholder returns | PBRSUs allocated equally between an Adjusted-Net Income portion and a relative TSR portion, with an absolute TSR modifier Earned only if performance thresholds are met over a three-year performance period, with target performance for the relative TSR portion set at the 55th percentile Maximum funding cap of 125% of target; cap for the relative TSR portion becomes 100% of target if absolute TSR is negative and relative TSR is below the 75th percentile |

  27. Use of Comparative Market Data

    Use of Comparative Market Data The Compensation Committee seeks to compensate our executive officers at a level that allows us to successfully retain the best possible talent to manage and grow our business, and drive productivity and efficiency. In setting executive compensation, the Compensation Committee periodically assesses how compensation for our executive officers compares against executives in similar positions at a group of peer companies. In making 2025 compensation decisions the Compensation Committee reviewed compensation data from the 2024 peer group, which was the peer group that was in effect at such time. In addition to considering compensation data in making compensation decisions, the Compensation Committee also considers the criticality and scope of responsibility of each executive officer, our current practice of maintaining appropriate differentiation in target compensation among our executive officers, as well as the CEO’s and Compensation Committee’s assessment of each executive officer’s performance and impact on the organization. The Compensation Committee believes that the level of target compensation provided to our NEOs is appropriate to attract and retain the exceptional talent required to lead the Company, especially as a regulated banking institution and in the highly competitive San Francisco Bay Area labor market. The Compensation Committee typically conducts a full review of our peer group every other year. The most recent review occurred during Q3 2024, at which time the Compensation Committee selected the following companies to constitute the Company’s executive compensation peer group:

  28. Use of Comparative Market Data

    | Affirm Holdings, Inc. | Marqeta, Inc. | | Axos Financial, Inc. | MoneyLion, Inc. | | Banc of California, Inc. | NerdWallet, Inc. | | Blend Labs, Inc. | Open Lending Corp. | | Bread Financial Holdings, Inc. | Pathward Financial, Inc. | | Domo, Inc. | Preferred Bank | | Enova International, Inc. | SoFi Technologies, Inc. | | Green Dot Corporation | The Bancorp, Inc. | | LendingTree, Inc. | TriCo Bancshares | | Live Oak Bancshares, Inc. | Upstart Holdings, Inc. |

  29. Use of Comparative Market Data

    In selecting the executive compensation peer group, the Compensation Committee focused on companies in the banking and fintech sectors. The Compensation Committee considered public companies, with particular attention to several fintech companies that recently became publicly traded, whose business is based in the United States and whose shares are listed on a national securities exchange in the United States, because compensation practices vary widely internationally. Further, the Compensation Committee considered the assets, revenue, revenue growth, net income and market capitalization of these companies, with a focus on companies with significant operations in the San Francisco Bay Area to reflect local conditions and demand for talent. The Compensation Committee also considered the comparability of our business model, employee count and operational complexity. In its final selection, our Compensation Committee believed it appropriate to select peer companies with financial metrics both above and below our own, with the Company placing between the 25th and 75th percentiles, at the time of selection, on the metrics considered. In April 2025, MoneyLion, Inc. was acquired. The Compensation Committee will determine whether to select another peer company in place of MoneyLion, Inc. during its next full review of our peer group, which is expected to occur later in 2026.

  30. Executive Compensation Elements

    | ■ | annual cash bonus opportunity; and |

  31. Executive Compensation Elements

    | ■ | long-term compensation. |

  32. Annual Cash Bonuses

    Annual Cash Bonuses We typically use annual cash bonuses to reward our executive officers, including NEOs, for achievement against annual financial goals. In 2025, the interest rate and broader macroeconomic environment continued to remain dynamic and uncertain, thereby making it challenging to identify full-year goals that appropriately captured skillful management execution instead of the impact of external factors such as changes in interest rates. Accordingly, in 2025 the Compensation Committee determined to continue the 2023 and 2024 design of bifurcating the Company-wide annual cash bonus program into two halves (i.e., H1 2025 and H2 2025) to allow for goal setting that more precisely reflects management performance. For 2025, the Compensation Committee further determined to use Pre-Provision Net Revenue (“PPNR”) as the primary quantitative performance metric to determine annual cash bonus funding, with performance against the PPNR metric determining funding of up to 125% of target annual cash bonus funding. Performance of PPNR for each half of 2025 was calculated independently and plotted against the payout curve to determine the payout for the half, and then performance for each half was added together to arrive at annual cash bonus funding with respect to PPNR performance. The Compensation Committee further determined to use Total Net Revenue (“Total Revenue”) as a secondary quantitative performance metric to determine bonus funding, with performance in the second half of 2025 against the Total Revenue metric determining funding an additional, all or nothing, 10% of target annual cash bonus funding. Target levels of performance for H1 2025 were established in February 2025 and target levels of performance for H2 2025 were established in July 2025. Finally, the Compensation Committee determined to include an automatic adjustment mechanism to the H1 2025 and H2 2025 portions of the 2025 annual cash bonus program that automatically reduces bonus funding for the half in the event GAAP Net Income for either quarter comprising the half is negative (the “Net Income Shortfall Adjustment”). The Net Income Shortfall Adjustment was deemed prudent by the Compensation Committee to ensure that funding of the annual cash bonus program would not compromise the Company’s stated expectation of remaining profitable on a quarterly basis throughout 2025. The funding of the annual cash bonus program was based on the achievement of performance metrics and application of the Net Income Shortfall Adjustment, with the Compensation Committee retaining discretion to adjust total funding either above or below the otherwise pre-established payout curve detailed below.

  33. 2025 Annual Cash Bonus Program - Payout Curve

    2025 Annual Cash Bonus Program - Payout Curve

  34. 2025 Annual Cash Bonus Program - Payout Curve

    | | | H1 2025 | H2 2025 | | | Performance Tier(1) | Funding Percentage | PPNR ($ million) | PPNR ($ million) | Total Revenue ($ million)(2) | | Threshold Performance | 50% | 105.00 | 138.75 | n/a | | Satisfactory Performance | 80% | 112.00 | 148.00 | n/a | | Target Performance | 100% | 140.00 | 185.00 | 535.00 | | Above Target Performance | 110% | 154.00 | 203.50 | n/a | | Maximum Performance | 125% | 168.00 | 222.00 | n/a |

  35. 2025 Annual Cash Bonus Program - Payout Curve

    | 1) | Straight-line interpolation for achievement between: (i) threshold performance and satisfactory performance, (ii) satisfactory performance and target performance, (iii) target performance and above target performance, and (iv) above target performance and maximum performance. The program is not funded if threshold performance is not met. |

  36. 2025 Annual Cash Bonus Program - Payout Curve

    | 2) | The Total Revenue portion of the 2025 annual cash bonus program has only the target performance tier because funding of the program based on achievement of this metric is all or nothing (i.e., performance less than target performance results in no funding based on this metric and performance above target performance does not yield any incremental funding). |

  37. 2025 Annual Cash Bonus Program - Payout Curve

    Our Compensation Committee believed that the achievement of the performance metrics would require excellent leadership, effective management and a clear focus on driving and achieving results in a dynamic environment. The following table details the actual funding of the annual cash bonus program. In 2025, actual PPNR for H1 2025 was 119.69% of target performance, actual PPNR for H2 2025 was 108.49% of target performance and actual Total Revenue for H2 2025 was 99.57% of target performance. Further, the Company remained profitable after accrual/funding of the bonus pool for each quarter in 2025, and therefore there was no Net Income Shortfall Adjustment. Accordingly, actual performance during 2025 supported funding the annual cash bonus program at 116.5% of target; which represents 116.5% funding based on the PPNR portion of the annual cash bonus program and 0% on the Total Revenue portion of the annual cash bonus program. The Compensation Committee did not subsequently exercise any discretion in funding the 2025 annual cash bonus program and therefore approved funding the program at 116.5% of target. As described below, all individual payments under the annual cash bonus program are discretionary and reflect individual achievement during the year, and therefore may be different than the 116.5% total funding level. The table below further details the funding of our 2025 annual cash bonus program.

  38. 2025 Annual Cash Bonus Program - Achievement Table

    2025 Annual Cash Bonus Program - Achievement Table

  39. 2025 Annual Cash Bonus Program - Achievement Table

    | Period / Metric | Actual Performance ($ million) | Unadjusted Funding Based on Actual Performance | Adjustment Due to Net Income Shortfall | Total Funding | | H1 2025 / PPNR | 167.56 | 62.27% | 0% | 62.27% | | H2 2025 / PPNR | 200.70 | 54.25% | 0% | 54.25% | | H2 2025 / Total Revenue | 532.70 | 0% | n/a | 0% | | Full Year 2025 | n/a | 116.5% | 0% | 116.5% |

  40. 2025 Annual Cash Bonus Program - Achievement Table

    Individual Performance Measures. We expect a high level of performance from each of our executive officers in carrying out his or her respective responsibilities and each executive officer is evaluated based on his or her overall performance. Our CEO evaluates each executive officer’s individual performance (other than his own) and compensation level and, for purposes of determining annual cash bonus payouts, makes a recommendation to our Compensation Committee. The Compensation Committee ultimately determines the individual performance for all NEOs. The impact of individual performance on an individual NEO’s bonus amount can modify the amount otherwise payable based on actual corporate achievement. The maximum upward discretionary adjustment is 50% for a total of 150% of the target bonus opportunity amount; however, there is no limitation on the downward discretionary adjustment (i.e., the Compensation Committee retains the discretion to pay an individual NEO zero bonus regardless of corporate achievement).

  41. Annual Cash Bonuses for the 2025 Performance Period

    Annual Cash Bonuses for the 2025 Performance Period Based on performance against the pre-approved financial metrics described above and in recognition of their significant individual contributions in furthering the Company’s performance and strategy, all of our continuing NEOs received a payment under the annual cash bonus plan at the actual corporate funding level of 116.5% (i.e., the Compensation Committee did not apply any discretion (upwards or downwards) on the individual bonus payments to our NEOs based on their individual performance). The following table sets forth the 2025 annual cash bonuses paid in the first quarter of 2026 to each of our NEOs:

  42. Annual Cash Bonuses for the 2025 Performance Period

    | Name | Eligible Salary ($) | Bonus Target (%) | Bonus Target ($) | Bonus Achievement (%) | Total Bonus Payout ($) | | Scott Sanborn | 575,000 | 150 | 862,500 | 116.5 | 1,004,813 | | Andrew LaBenne | 455,000 | 85 | 386,750 | 116.5 | 450,564 | | Annie Armstrong | 393,750 | 85 | 334,688 | 116.5 | 389,912 | | Jordan Cheng | 350,000 | 75 | 262,500 | 116.5 | 305,813 | | Steven Mattics | 284,943 | 85 | 242,202 | 116.5 | 282,165 |

  43. Annual Cash Bonuses for the 2025 Performance Period

    The Compensation Committee reviews bonus targets under the annual cash bonus program on an annual basis and may adjust them from time to time to reflect changes in market conditions, or other factors. In 2025, Ms. Armstrong’s bonus target was increased by 10 percentile points to 85% of her eligible salary. This increase reflects individual performance.

  44. Long-Term Compensation

    Long-Term Compensation Typically, long-term awards comprise the single biggest component of target total direct compensation for our NEOs. This approach aligns our executive team with our stockholders’ long-term interests, attracts executives of the highest caliber and retains them for the long term. In granting annual long-term awards, the Compensation Committee considers, among other things, the executive officer’s base compensation and bonus opportunity, the need to create a meaningful opportunity for reward predicated on the creation of long-term stockholder value, our financial results, market conditions and an evaluation of the expected and actual responsibilities and performance.

  45. 2025 Long-Term Awards

    2025 Long-Term Awards Based on the results of our internal research and guidance from FW Cook with respect to the practices of our peer group, the recommendations of Mr. Sanborn (who did not participate in approval discussions regarding his own compensation) and the individual performance of each of the NEOs, the Compensation Committee granted long-term awards in Q1 2025 to each of our NEOs as part of our Company-wide annual long-term award program. In 2025, we continued a program whereby all long-term awards, including those granted to our NEOs, are bifurcated into an equity portion (e.g., PBRSU and/or RSU) and a fixed value cash-based portion (“Cash Award”). The Cash Award vests over 3 years, like the equity portion. This program was implemented in response to stockholder feedback to reduce the dilution from our equity programs. Specifically, it permits for decreased equity utilization, while keeping target compensation levels intact and providing the Company another multi-year retention feature in its compensation program. We continue to believe this program is the best available solution to balance reducing dilution, rewarding and retaining employees, and managing compensation expense. The aggregate intended target value of the 2025 refresh long-term awards granted to each of Messrs. Sanborn, LaBenne and Cheng and Ms. Armstrong were allocated as follows: (i) 25% in the form of a Cash Award and (ii) 75% in the form of equity awards (i.e., RSUs and PBRSUs), with allocation between RSU and PBRSU being 45/55 for our CEO and 70/30 for our other NEOs. Although PBRSUs are a core component of our refresh long-term awards, we generally do not include them in the onboarding award for a newly hired executive as executive onboarding awards are sized and structured in light of: (i) the probability that an executive joins the Company mid-year and related complexities with granting PBRSUs off-cycle, (ii) the fact that the executive may be forfeiting significant unvested equity to join the Company and RSUs often provide a more suitable replacement for such equity and/or (iii) the dynamics of the competitive recruiting environment in which the Company operates. Accordingly, the aggregate intended target value of the 2025 onboarding long-term award granted to Mr. Mattics was allocated as follows: (i) 25% in the form of a Cash Award and (ii) 75% in the form of RSUs. Restricted Stock Units In 2025, all Company employees that were granted RSUs were provided with an intended target value of the RSU award and the number of RSUs subject to the award was determined by dividing the intended target value of the RSU award by our trailing 30-day average stock price ending on the date preceding the date of grant. On March 5, 2025, the Compensation Committee granted 96,539 RSUs to Mr. Sanborn, 90,103 RSUs to Mr. LaBenne, 60,069 RSUs to Ms. Armstrong and 42,049 RSUs to Mr. Cheng, reflecting intended target values of $1,265,625, $1,181,250, $787,500, and $551,250, respectively. These RSUs vest over three years, with 1/12th of the RSUs vesting in quarterly installments starting on May 25, 2025, subject to continued service. In connection with his hiring as Chief Lending Officer in 2025, on June 5, 2025, the Compensation Committee granted 252,404 RSUs to Mr. Mattics, reflecting an intended target value of $2,625,000. The RSUs vest over three years, with 1/3rd of the RSUs vesting on May 25, 2026, and an additional 1/12th of the RSUs vesting each quarter thereafter, subject to continued service through each vesting date. The RSUs granted to Mr. Mattics were intended to recognize the critical role Mr. Mattics is expected to have in the future success of the Company and were made in light of the competitive recruiting environment the Company operates within. Refresh Performance-Based Restricted Stock Units In 2025, all Company employees that were granted PBRSUs were provided with an intended target value of the PBRSU award and the number of target PBRSUs subject to the award was determined by dividing the intended target value of the PBRSU award by the per unit grant date fair value determined in accordance with applicable accounting rules under FASB ASC Topic 718. On March 5, 2025, the Compensation Committee granted 141,395 target PBRSUs to Mr. Sanborn, 46,275 target PBRSUs to Mr. LaBenne, 30,851 target PBRSUs to Ms. Armstrong and 21,596 target PBRSUs to Mr. Cheng, reflecting intended target values of $1,546,875, $506,250, $337,500 and $236,250, respectively. These awards are structured so that the PBRSUs become earned only to the extent that pre-established performance targets are met over the three-year performance period. For 2025, the Compensation Committee bifurcated the PBRSUs into an operating metric portion and TSR portion. With respect to the operating metric portion of the 2025 PBRSUs, the Compensation Committee determined to use cumulative Adjusted Net Income over the three-year performance period. Adjusted Net Income, for purposes of the 2025 PBRSUs, is defined as the Company’s Net Income (loss), as adjusted to exclude the financial impact of: (i) income tax expense (benefit), (ii) the initial application of the Current Expected Credit Losses (“CECL”) accounting methodology (e.g., Day 1 CECL) and (iii) other financial impacts that the Compensation Committee determines are non-recurring and do not contribute directly to evaluating the impact of management’s performance on the Company’s financial results. The Company believes that this metric appropriately measures management’s stewardship over the Company’s profitability over a multi-year period by removing the influence of certain accounting and tax mechanics that can meaningfully adjust our GAAP net income in a manner that is not reflective of management execution. As of January 1, 2026, the Company adjusted its accounting methodology for all newly originated loans to the fair-value option accounting methodology (in lieu of using a bifurcated approach whereby CECL accounting methodology was applied to loans held for investment and the fair-value option accounting methodology applied to loans held for sale). Accordingly, as of January 1, 2026, there is no financial impact due to Day-1 CECL because the CECL methodology is not being applied to any newly originated loans. With respect to the TSR portion of the 2025 PBRSUs, the Compensation Committee determined to compare how our cumulative TSR over the three-year performance period ranks relative to the cumulative TSR of each of the companies below (the “2025 TSR Basket Companies”):

  46. 2025 Long-Term Awards

    | Next Gen Lenders | Other Fintech | Consumer Online Banks | Sub-Prime Consumer Finance | Regional Banks | | | Upstart | Green Dot | Synchrony | Regional Management | Live Oak Bank | Axos Financial | | Affirm | MoneyLion | Capital One | Oportun | Stellar Bancorp | Eagle Bancorp | | SoFi | LendingTree | Discover | OneMain Financial | OFG Bancorp | First Commonwealth Financial | | Open Lending | | Ally Financial | | Brookline Bancorp | First Busey Corp | | Rocket Companies | | Bread Financial | | Columbia Financial | Amerant Bancorp | | | | | | ConnectOne Bancorp | National Bank Holdings | | | | | | Park National Corp | Origin Bancorp |

  47. 2025 Long-Term Awards

    The 2025 TSR Basket Companies were selected by the Compensation Committee after screening for companies that have relevant business models or operate in industries that are relevant to the Company’s business, as well as the following factors:

  48. 2025 Long-Term Awards

    | ■ | Comparability of geography, size and scope |

  49. 2025 Long-Term Awards

    | ■ | Balance among types of companies, indexing towards regional banks |

  50. 2025 Long-Term Awards

    | ■ | Correlation with LendingClub stock |

  51. 2025 Long-Term Awards

    | ■ | Overlap with executive compensation peer group |

  52. 2025 Long-Term Awards

    Given the evolving nature of the Company’s business and industry, the Compensation Committee will continue to review and iterate on the basket of companies used for future relative TSR based awards. Cash Awards On March 5, 2025, the Compensation Committee granted Cash Awards of $937,500 to Mr. Sanborn, $562,500 to Mr. LaBenne, $375,000 to Ms. Armstrong and $262,500 to Mr. Cheng. These Cash Awards vest over three years, with 1/12th of the Cash Awards vesting in quarterly installments starting on May 25, 2025, subject to continued service. In connection with his hiring as Chief Lending Officer in 2025, on June 5, 2025, the Compensation Committee granted a Cash Award of $875,000 to Mr. Mattics. The Cash Award vests over three years, with 1/3rd of the Cash Award vesting on May 25, 2026, and an additional 1/12th of the Cash Award vesting each quarter thereafter, subject to continued service through each vesting date.

  53. Achievement Table for 2022 PBRSU Program(1)

    | Measure / Weighting | Threshold Performance | Satisfactory Performance | Target Performance | Above Target Performance | Maximum Performance | Actual Performance | | Relative TSR | 25th Percentile | 40th Percentile | 55th Percentile | 65th Percentile | 80th Percentile | 23rd Percentile | | Payout Percentage | 50% | 75% | 100% | 110% | 125% | 0% |

  54. Achievement Table for 2022 PBRSU Program(1)

    | 1) | Straight-line interpolation for achievement between: (i) threshold performance and satisfactory performance, (ii) satisfactory performance and target performance, (iii) target performance and above target performance, and (iv) above target performance and maximum performance. The entire award is forfeited if the level of performance is below threshold performance. |

  55. Additional Governance Measures

    Additional Governance Measures Clawback Policies. In September 2017, the Board adopted an Incentive Recoupment Policy which was enhanced in December 2019 to provide the Board the right to recoup certain executive incentive compensation in the event of instances of management fraud or misconduct that result in significant reputational harm (the “Prior Clawback Policy”). In October 2023, the Board adopted an Executive Incentive Compensation Recoupment Policy (the “NYSE Policy”) to comply with changes to the NYSE listing standards to effectuate the SEC’s rules on clawback policies and a Supplement to Executive Incentive Compensation Recoupment Policy (the “Supplemental Policy”). The NYSE Policy provides for the Company’s recoupment of incentive-based compensation from current or former executive officers of the Company in the event of an accounting restatement of the Company’s financial statements due to the material noncompliance of the Company with any financial reporting requirement under the securities laws. Incentive-based compensation that may be subject to the NYSE Policy includes any compensation that is granted, earned or vested based wholly or in part upon the attainment of a financial reporting measure. The Supplemental Policy provides the Board the right to recoup any incentive-based compensation in the event of a material act of dishonesty or fraud or willful violation of a material Company policy or law that results in significant reputational harm to the Company unrelated to a financial restatement. Incentive-based compensation that may be subject to the Supplemental Policy includes any incentive compensation, including (i) compensation that is granted, earned or vested based wholly or in part upon the attainment of a financial reporting, strategic, operational or subjective measure (e.g., PBRSUs and annual cash bonus), and (ii) compensation awarded under the Company’s equity incentive plan(s) (e.g., time-based RSUs and/or Cash Awards). Together, the NYSE Policy and the Supplemental Policy provide for coverage equal or greater to the coverage provided by the Prior Clawback Policy. Stock Ownership Guidelines. In December 2019, the Compensation Committee adopted stock ownership guidelines pursuant to which the CEO is required to hold equity (vested shares and/or shares underlying RSU awards) with a value of six times base salary; the CFO is required to hold equity (vested shares and/or shares underlying RSU awards) with a value of three times base salary; and all other Section 16 executives are required to hold equity (vested shares and/or shares underlying RSU awards) with a value of two times base salary. Executives are permitted five years from the later of the adoption of the guidelines or the date they became an executive to meet the holding requirements. Prior to meeting the holding requirements, such executives are not permitted to sell more than fifty percent of the after-tax value from any equity vesting event. All executives are in compliance with this policy, and either meet the suggested ownership levels currently or have additional time to accumulate equity to meet the ownership levels. Insider Trading Policy. We have adopted an insider trading policy and procedures that govern the purchase, sale and/or other disposition of our securities by our directors, officers and other employees. We believe our insider trading policy and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations as well as the listing standards of the NYSE. Our insider trading policy prohibits our directors, officers and employees from trading in our securities while in possession of material nonpublic information, among other things. Our insider trading policy also prohibits LendingClub Corporation from engaging in any open market purchase or sale of LendingClub Corporation’s stock while in possession of material nonpublic information, unless pursuant to a Rule 10b5-1 trading plan. A copy of our Insider Trading Policy is filed as Exhibit 19.1 to the Annual Report. Hedging and Pledging Policy. Our insider trading policy prohibits directors, officers, and other employees from engaging in transactions in publicly-traded options (such as puts and calls) and other derivative securities relating to our common stock. This policy prohibits short sales and extends to cover any hedging or similar transaction designed to decrease the risks associated with holding our securities. In addition, our directors, officers and other employees are prohibited from pledging any of our securities as collateral for a loan and from holding any of our securities in a margin account. Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information. We do not grant stock options, SARs or similar option-like instruments to our NEOs or other employees in anticipation of the release of material nonpublic information about the Company, and we do not time the public release of such information based on stock option grant dates. We discontinued the use of stock options as equity awards for our employees in 2017. Option Repricing Policy. Although we have discontinued the use of stock options, a number of stock options remain outstanding and certain of such stock options have per share exercise prices in excess of the current per share price of our common stock. Although we have no intention to reprice these outstanding underwater stock options, in response to stockholder feedback, in December 2019, we amended our stock plans to require a stockholder vote to approve repricing any outstanding stock option. Gross Up and Minimum Vesting Period Policies. In December 2019, we adopted: (i) a policy requiring that all new hire employee equity awards have a minimum vesting cliff of at least 1-year, subject to certain limited exceptions, and (ii) a policy prohibiting tax gross-ups for Section 16 executives, other than for imputed income in connection with a relocation. Holding Period Policy. In February 2024, our Compensation Committee adopted a holding period policy for our executive officers. Under the policy, our executive officers are required to hold, and not dispose of, all shares of common stock acquired through the vesting of equity awards granted on or after January 1, 2024, for one calendar year after such shares are acquired. Bona-fide gifts and shares withheld or disposed of to satisfy tax withholding obligations are not subject to the holding period.

  56. Summary Compensation Table

    Summary Compensation Table The following table provides information regarding the compensation earned by each of our NEOs during the year ended December 31, 2025, and, to the extent required under the SEC executive compensation disclosure rules, the years ended December 31, 2024, and 2023:

  57. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Scott Sanborn Chief Executive Officer | 2025 | 575,000 | 546,875 | 2,690,865 | — | 1,004,813 | 5,925 | 4,823,478 | | | 2024 | 500,000 | 234,375 | 7,160,499 | — | 1,012,500 | 7,340 | 8,914,714 | | | 2023 | 500,000 | — | 3,430,801 | — | 622,500 | 7,520 | 4,560,821 | | Andrew LaBenne Chief Financial Officer | 2025 | 455,000 | 328,125 | 1,573,975 | — | 450,564 | 5,050 | 2,812,714 | | | 2024 | 425,000 | 140,625 | 1,765,578 | — | 487,688 | 5,000 | 2,823,891 | | | 2023 | 425,000 | — | 1,518,284 | — | 299,838 | 5,005 | 2,248,127 | | Annie Armstrong(5) Former Chief Risk Officer | 2025 | 393,750 | 229,167 | 1,049,332 | — | 389,912 | 5,925 | 2,068,086 | | | 2024 | 375,000 | 101,563 | 1,275,136 | — | 379,688 | 7,340 | 2,138,727 | | | 2023 | 375,000 | — | 1,084,494 | — | 233,438 | 6,801 | 1,699,733 | | Jordan Cheng General Counsel and Corporate Secretary | 2025 | 350,000 | 189,375 | 734,544 | — | 305,813 | 5,750 | 1,585,482 | | | 2024 | 335,000 | 101,875 | 823,937 | — | 339,188 | 5,750 | 1,605,750 | | | 2023 | 315,208 | 27,188 | 264,540 | — | 165,337 | 5,750 | 778,023 | | Steven Mattics Chief Lending Officer | 2025 | 284,943 | — | 2,564,425 | — | 282,165 | 436,422 | 3,567,955 |

  58. Summary Compensation Table

    | 1) | For each of the NEOs, the amounts reported for 2025 include the portions of Cash Awards that vested and were paid in 2025. For more information, see “Compensation Discussion and Analysis – 2025 Long-Term Awards – Refresh Cash Awards.” |

  59. Summary Compensation Table

    | 2) | The amounts reported in this column do not reflect the amounts actually received by our NEOs. The amounts instead reflect the aggregate grant date fair value of RSUs and/or PBRSUs, as applicable, granted during the applicable fiscal year, computed in accordance with the FASB ASC Topic 718. Assumptions used in the calculations for RSUs and PBRSUs granted during 2025 are included in “Note 15. Equity – Employee Incentive Plans” to the Consolidated Financial Statements included in our Annual Report. The amounts shown do not reflect that the awards are vested/earned over a 3-year period and exclude the impact of estimated forfeitures related to service-based vesting conditions. The grant date fair value for RSUs is measured based on the closing fair market value of our common stock on the date of grant. For Mr. Sanborn, Mr. LaBenne, Ms. Armstrong and Mr. Cheng, the amounts reported for 2025 include the grant date fair value of PBRSUs granted in March 2025, incorporating the probability of achieving the performance conditions to which such PBRSUs are subject to. Assuming the maximum level of performance is achieved under the applicable performance measures for the PBRSU awards, the value of the PBRSU awards (calculated by multiplying the per unit grant date fair value by the maximum number of units) granted to Mr. Sanborn, Mr. LaBenne, Ms. Armstrong, and Mr. Cheng is $1,933,599, $632,820, $421,894 and $295,328, respectively. For more information regarding 2025 equity awards, including the PBRSUs, see “Compensation Discussion and Analysis – Executive Compensation Elements – Equity Compensation – 2025 Long-Term Awards.” |

  60. Summary Compensation Table

    | 3) | The amounts reported in this column represent annual cash incentives that were earned during the specified year and paid in the following year. For more information regarding the awards for 2025, see “Compensation Discussion and Analysis – Executive Compensation Elements – Annual Cash Bonuses.” |

  61. Summary Compensation Table

    | 4) | The amounts reported in this column for 2025 include the following: |

  62. Summary Compensation Table

    | a) | Matching contributions made by the Company to the Company’s 401(k) savings plan in the amount of: (i) $5,000 for each of Mr. Sanborn, Mr. LaBenne, Ms. Armstrong and Mr. Cheng, and (ii) $1,417 for Mr. Mattics. |

  63. Summary Compensation Table

    | b) | Parking benefits for Mr. Sanborn and Ms. Armstrong; |

  64. Summary Compensation Table

    | c) | Well-fitness benefits for Messrs. Cheng and Mattics for their participation in a wellness program available to all Company employees; |

  65. Summary Compensation Table

    | d) | Gift to Mr. LaBenne made pursuant to a reward program available to all Company employees; and |

  66. Summary Compensation Table

    | e) | Relocation benefits in the amount of $434,500 for Mr. Mattics. |

  67. Summary Compensation Table

    | 5) | Ms. Armstrong resigned from her position as Chief Risk Officer effective March 1, 2026. |

  68. Grants of Plan-Based Awards in 2025

    Grants of Plan-Based Awards in 2025 The following table sets forth certain information regarding grants of plan-based awards to our NEOs during 2025:

  69. Grants of Plan-Based Awards in 2025

    | Name | Award Type | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares of Stock | Grant Date Fair Value of Stock and Option Awards ($)(2) | | | | | Threshold ($) | Target ($) | Max ($) | Threshold (#) | Target (#) | Max (#) | | | | Scott Sanborn | Cash(3) | N/A | 86,250 | 862,500 | 1,293,750 | — | — | — | — | — | | | Cash(4) | 3/5/25 | — | 937,500 | — | — | — | — | — | — | | | RSUs | 3/5/25 | — | — | — | — | — | — | 96,539 | 1,143,987 | | | PBRSUs | 3/5/25 | — | — | — | 70,698 | 141,395 | 176,744 | — | 1,546,878 | | Andrew LaBenne | Cash(3) | N/A | 38,675 | 386,750 | 580,125 | — | — | — | — | — | | | Cash(4) | 3/5/25 | — | 562,500 | — | — | — | — | — | — | | | RSUs | 3/5/25 | — | — | — | — | — | — | 90,103 | 1,067,721 | | | PBRSUs | 3/5/25 | — | — | — | 23,138 | 46,275 | 57,844 | — | 506,254 | | Annie Armstrong | Cash(3) | N/A | 33,469 | 334,688 | 502,032 | — | — | — | — | — | | | Cash(4) | 3/5/25 | — | 375,000 | — | — | — | — | — | — | | | RSUs | 3/5/25 | — | — | — | — | — | — | 60,069 | 711,818 | | | PBRSUs | 3/5/25 | — | — | — | 15,426 | 30,851 | 38,564 | — | 337,514 | | Jordan Cheng | Cash(3) | N/A | 26,250 | 262,500 | 393,750 | — | — | — | — | — | | | Cash(4) | 3/5/25 | — | 262,500 | — | — | — | — | — | — | | | RSUs | 3/5/25 | — | — | — | — | — | — | 42,049 | 498,281 | | | PBRSUs | 3/5/25 | — | — | — | 10,799 | 21,596 | 26,995 | — | 236,263 | | Steven Mattics | Cash(3) | N/A | 24,220 | 242,202 | 363,303 | — | — | — | — | — | | | Cash(4) | 6/5/25 | — | 875,000 | — | — | — | — | — | — | | | RSUs | 6/5/25 | — | — | — | — | — | — | 252,404 | 2,564,425 |

  70. Grants of Plan-Based Awards in 2025

    | 1) | Represents equity awards granted under the 2014 Equity Incentive Plan. The indicated threshold, target and maximum amounts correspond to the number of PBRSUs that would be earned in the event that specified threshold, target and maximum levels, respectively, of performance were achieved. For more information regarding the PBRSUs, see “Compensation Discussion and Analysis – Executive Compensation Elements – Equity Compensation – 2025 Long-Term Awards – Refresh Performance-Based Restricted Stock Units.” |

  71. Grants of Plan-Based Awards in 2025

    | 2) | The amounts reported in this column represent the aggregate grant date fair value of each award, without regard to forfeitures and computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of this amount are included in “Note 15. Equity – Employee Incentive Plans” to the Consolidated Financial Statements included in our Annual Report. Note that the amounts reported in this column reflect the accounting cost for these awards and do not correspond to the actual economic value that may be received by the NEO. The grant date fair value for RSUs is measured based on the closing fair market value of our common stock on the date of grant. The amount reported for 2025 includes the grant date fair value of PBRSUs granted in 2025, incorporating the probability of achieving the performance conditions to which such PBRSUs are subject to. For more information regarding the PBRSUs and RSUs, see “Compensation Discussion and Analysis – Executive Compensation Elements – Equity Compensation – 2025 Long-Term Awards.” |

  72. Grants of Plan-Based Awards in 2025

    | 3) | Represents cash awards granted under the Annual Cash Bonus program. “Target” is a dollar value based on the NEO’s target bonus percentage and base salary in 2025 as adjusted for any in-year salary adjustments, which is used to calculate eligible wages under the Annual Cash Bonus program. The threshold amount for the award is 10% of target for all NEOs and the maximum amount for the award is 150% of target for all NEOs. Actual non-equity incentive plan awards received for the fiscal 2025 period was $1,004,813, $450,564, $389,912, $305,813 and $282,165 for Mr. Sanborn, Mr. LaBenne, Ms. Armstrong, Mr. Cheng and Mr. Mattics, respectively. For more information regarding the achievement of these non-equity incentive plan awards, see “Compensation Discussion and Analysis – Executive Compensation Elements – Annual Cash Bonuses.” |

  73. Grants of Plan-Based Awards in 2025

    | 4) | Represents Cash Awards granted under the 2014 Equity Incentive Plan. For more information regarding these Cash Awards, see “Compensation Discussion and Analysis – 2025 Long-Term Awards – Cash Awards.” |

  74. 2025 Outstanding Equity Awards at Fiscal Year End

    2025 Outstanding Equity Awards at Fiscal Year End The following table sets forth certain information regarding outstanding equity awards held by our NEOs that remained outstanding as of December 31, 2025.

  75. 2025 Outstanding Equity Awards at Fiscal Year End

    | | | Option Awards | | | | Stock Awards | | | | | | | | | | | Time-Based | | Performance-Based | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Un-exercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares or Units or Other Rights That Have Not Vested (#)(2) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Scott Sanborn | 02/26/2016 | 234,588(3) | — | 42.05 | 02/26/2026 | | | | | | | 03/03/2016 | 11,899(3) | — | 47.80 | 03/03/2026 | | | | | | | 03/12/2023 | | | | | 14,945(4) | 283,058 | | | | | 03/12/2023 | | | | | | | 278,520(5) | 5,275,169 | | | 03/21/2024 | | | | | 65,754(6) | 1,245,381 | | | | | 03/21/2024 | | | | | 498,754(7) | 9,446,401 | | | | | 03/21/2024 | | | | | | | 111,899(8) | 2,119,367 | | | 03/21/2024 | | | | | | | 113,076 (9) | 2,141,659 | | | 03/05/2025 | | | | | 72,405(10) | 1,371,351 | | | | | 03/05/2025 | | | | | | | 95,158(11) | 1,802,293 | | | 03/05/2025 | | | | | | | 81,586(12) | 1,545,239 | | Andrew LaBenne | 03/12/2023 | | | | | 10,849(4) | 205,480 | | | | | 03/12/2023 | | | | | | | 70,897(5) | 1,342,789 | | | 03/21/2024 | | | | | 61,371(6) | 1,162,367 | | | | | 03/21/2024 | | | | | | | 36,621(8) | 693,602 | | | 03/21/2024 | | | | | | | 37,008(9) | 700,932 | | | 03/05/2025 | | | | | 67,578(10) | 1,279,927 | | | | | 03/05/2025 | | | | | | | 31,143(11) | 589,848 | | | 03/05/2025 | | | | | | | 26,701(12) | 505,717 | | Annie Armstrong | 03/12/2023 | | | | | 7,749(4) | 146,766 | | | | | 03/12/2023 | | | | | | | 50,641(5) | 959,141 | | | 03/21/2024 | | | | | 44,323(6) | 839,478 | | | | | 03/21/2024 | | | | | | | 26,449(8) | 500,944 | | | 03/21/2024 | | | | | | | 26,728(9) | 506,228 | | | 03/05/2025 | | | | | 45,052(10) | 853,285 | | | | | 03/05/2025 | | | | | | | 20,763(11) | 393,251 | | | 03/05/2025 | | | | | | | 17,801(12) | 337,151 | | Jordan Cheng | 03/12/2023 | | | | | 2,890(4) | 54,737 | | | | | 03/21/2024 | | | | | 28,640(6) | 542,442 | | | | | 03/21/2024 | | | | | | | 17,090(8) | 323,685 | | | 03/21/2024 | | | | | | | 17,270(9) | 327,094 | | | 03/05/2025 | | | | | 31,537 | 597,311 | | | | | 03/05/2025 | | | | | | | 14,534(11) | 275,274 | | | 03/05/2025 | | | | | | | 12,461(12) | 236,011 | | Steven Mattics | 06/05/2025 | | | | | 252,404(13) | 4,780,532 | | |

  76. 2025 Outstanding Equity Awards at Fiscal Year End

    | 1) | Calculated based on the closing price of $18.94 of our common stock on December 31, 2025. |

  77. 2025 Outstanding Equity Awards at Fiscal Year End

    | 2) | Represents the maximum level of performance for PBRSUs granted in 2024 and 2025. |

  78. 2025 Outstanding Equity Awards at Fiscal Year End

    | 3) | Fully vested. |

  79. 2025 Outstanding Equity Awards at Fiscal Year End

    | 4) | Becomes fully vested after three years, with 1/12th vesting on May 25, 2023, and 1/12th vesting quarterly thereafter. |

  80. 2025 Outstanding Equity Awards at Fiscal Year End

    | 5) | Represents the earned portion of the PBRSUs granted in 2023 that vested in January 2026. For more information, see “Compensation Discussion and Analysis – Other Compensation Information – Achievement of 2023 PBRSU Awards.” |

  81. 2025 Outstanding Equity Awards at Fiscal Year End

    | 6) | Becomes fully vested after three years, with 1/12th vesting on May 25, 2024, and 1/12th vesting quarterly thereafter. |

  82. 2025 Outstanding Equity Awards at Fiscal Year End

    | 7) | Vests entirely on February 25, 2026. |

  83. 2025 Outstanding Equity Awards at Fiscal Year End

    | 8) | Represents the outstanding but unearned relative TSR based portion of the PBRSUs granted in 2024. |

  84. 2025 Outstanding Equity Awards at Fiscal Year End

    | 9) | Represents the outstanding but unearned Adjusted Net Income based portion of the PBRSUs granted in 2024. |

  85. 2025 Outstanding Equity Awards at Fiscal Year End

    | 10) | Becomes fully vested after three years, with 1/12th vesting on May 25, 2025, and 1/12th vesting quarterly thereafter. |

  86. 2025 Outstanding Equity Awards at Fiscal Year End

    | 11) | Represents the outstanding but unearned relative TSR based portion of the PBRSUs granted in 2025. For more information, see “Compensation Discussion and Analysis – Executive Compensation Elements – Equity Compensation – 2025 Long-Term Awards – Refresh Performance-Based Restricted Stock Units.” |

  87. 2025 Outstanding Equity Awards at Fiscal Year End

    | 12) | Represents the outstanding but unearned Adjusted Net Income based portion of the PBRSUs granted in 2025. For more information, see “Compensation Discussion and Analysis – Executive Compensation Elements – Equity Compensation – 2025 Long-Term Awards – Refresh Performance-Based Restricted Stock Units.” |

  88. 2025 Outstanding Equity Awards at Fiscal Year End

    | 13) | Becomes fully vested after three years, with 1/3rd vesting on May 25, 2026, and 1/12th vesting quarterly thereafter. |

  89. 2025 Option Exercises and Stock Vested

    2025 Option Exercises and Stock Vested The following table sets forth for each of our NEOs the number of shares of our common stock acquired and the aggregate value realized upon the exercise of stock options and the vesting of stock awards during 2025:

  90. 2025 Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Scott Sanborn(2) | — | — | 136,514 | 1,903,273 | | Andrew LaBenne | — | — | 175,029 | 2,377,528 | | Annie Armstrong | — | — | 85,752 | 1,189,540 | | Jordan Cheng | — | — | 47,109 | 654,842 | | Steven Mattics | — | — | — | — |

  91. 2025 Option Exercises and Stock Vested

    | 1) | The value realized upon the vesting of an RSU or PBRSU represents the aggregate market price of the shares of our common stock on the date of vesting. |

  92. 2025 Option Exercises and Stock Vested

    | 2) | Excludes 8,253 RSUs that were cash settled for a total cash settlement amount of $102,915. |

  93. CEO Pay Ratio Disclosure

    CEO Pay Ratio Disclosure In accordance with Item 402(u) of Regulation S-K, the Company is providing the following information for fiscal 2025:

  94. CEO Pay Ratio Disclosure

    | ■ | The median of total compensation of all employees, excluding the CEO: $162,816; |

  95. CEO Pay Ratio Disclosure

    | ■ | The annual total compensation of the CEO: $4,823,478; and |

  96. CEO Pay Ratio Disclosure

    | ■ | The ratio of CEO total compensation to median employee total compensation: 29.7 to 1. |

  97. CEO Pay Ratio Disclosure

    Our CEO pay ratio information is a reasonable good faith estimate calculated in a manner consistent with the SEC pay ratio rules and methods for disclosure. In order to determine the median employee from a compensation perspective, the Company examined annualized cash compensation (salary, wages and cash bonuses) in the 2025 calendar year for all employees, excluding our CEO, employed as of December 31, 2025 (“Determination Date”). On the Determination Date, our employee population consisted of 1,075 individuals, all of whom were located in the United States. This population consisted of our full-time, part-time, and temporary employees. The Company determined that its median employee from a compensation perspective serves in a credit role. While the methodology we used to select the median employee remained the same as last year and there has not been a change in our employee population or compensation arrangements that we believe would significantly change this disclosure, we selected a new median employee this year to ensure the pay ratio accurately reflects the compensation of our median employee based on our 2025 employee population. To identify the “median employee,” we utilized the amount of base salary, wages and cash bonuses our employees received, as reflected in our payroll records through the Determination Date and annualized such amounts for any individual hired during 2025. Once we identified our median employee, we combined all of the elements of such employee’s compensation for 2025 to determine the median employee total compensation in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K and compared such total compensation to the total compensation of our CEO, as reported in the Summary Compensation Table.

  98. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning the Company’s executive compensation philosophy, including how it incorporates and aligns with the Company’s performance, refer to “Executive Compensation – Compensation Discussion and Analysis.”

  99. Pay Versus Performance Table

    Pay Versus Performance Table

  100. Pay Versus Performance Table

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(3) | Average Compensation Actually Paid to Non-PEO NEOs ($)(2) | Total Shareholder Return ($)(4) | Peer Group Total Shareholder Return ($)(4) | GAAP Net Income/(Loss) ($ millions)(5) | Pre-Provision Net Revenue (PPNR) ($ millions)(5) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | 4,823,478 | 9,866,259 | 2,508,559 | 3,773,321 | 179.36 | 167.68 | 135.7 | 368.3 | | 2024 | 8,914,714 | 18,979,296 | 2,145,153 | 3,339,744 | 153.31 | 130.19 | 51.3 | 243.3 | | 2023 | 4,560,821 | 2,710,871 | 1,815,053 | 1,350,393 | 82.77 | 98.07 | 38.9 | 298.2 | | 2022 | 4,919,050 | (14,595,137) | 2,796,390 | (3,135,491) | 83.33 | 103.00 | 289.7 | 420.4 | | 2021 | 6,938,099 | 22,811,912 | 2,922,623 | 9,069,589 | 228.98 | 135.04 | 18.6 | 157.2 |

  101. Pay Versus Performance Table

    | 1) | The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Sanborn (our Chief Executive Officer) for each corresponding year in the “Total” column of the Summary Compensation Table. See “Executive Compensation – Executive Compensation Tables – Summary Compensation Table.” |

  102. Pay Versus Performance Table

    | 2) | The dollar amounts reported in column (c) and column (e) represent the: (i) amount of “compensation actually paid” to Mr. Sanborn, our Principal Executive Officer (“PEO”) calculated in accordance with Item 402(v) of Regulation S-K, or (ii) average “compensation actually paid” to the Company’s named executive officers (“NEOs”) as a group, excluding our PEO, calculated in accordance with Item 402(v) of Regulation S-K. The names of each of the NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2025, Andrew LaBenne, Annie Armstrong, Jordan Cheng and Steven Mattics, (ii) for 2024, Andrew LaBenne, Annie Armstrong, Jordan Cheng and Ronnie Momen, (iii) for 2023, Andrew LaBenne, Annie Armstrong, Jordan Cheng, Ronnie Momen and Brandon Pace, (iv) for 2022, Andrew LaBenne, Annie Armstrong, Ronnie Momen, Brandon Pace and Thomas Casey, and (v) for 2021, Thomas Casey, Valerie Kay, Ronnie Momen and Brandon Pace. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to total compensation for each year to determine the compensation actually paid: |

  103. Pay Versus Performance Table

    | Year | PEO or Average of Non-PEO NEOs | Reported Summary Compensation Table Total ($) | Reported Value of Equity Awards ($)(a) | Equity Award Adjustments ($)(b) | Reported Change in the Actuarial Present Value of Pension Benefits ($) | Pension Benefits Adjustments ($) | Compensation Actually Paid ($) | | 2025 | PEO | 4,823,478 | (2,690,865) | 7,733,646 | — | — | 9,866,259 | | | Average of Non-PEO NEOs | 2,508,559 | (1,480,569) | 2,745,331 | — | — | 3,773,321 | | 2024 | PEO | 8,914,714 | (7,160,499) | 17,225,081 | — | — | 18,979,296 | | | Average of Non-PEO NEOs | 2,145,153 | (1,407,557) | 2,602,148 | — | — | 3,339,744 | | 2023 | PEO | 4,560,821 | (3,430,801) | 1,580,851 | — | — | 2,710,871 | | | Average of Non-PEO NEOs | 1,815,053 | (1,180,779) | 716,119 | — | — | 1,350,393 | | 2022 | PEO | 4,919,050 | (3,472,723) | (16,041,463) | — | — | (14,595,137) | | | Average of Non-PEO NEOs | 2,796,390 | (2,043,476) | (3,888,405) | — | — | (3,135,491) | | 2021 | PEO | 6,938,099 | (5,805,143) | 21,678,956 | — | — | 22,811,912 | | | Average of Non-PEO NEOs | 2,922,623 | (2,179,648) | 8,326,614 | — | — | 9,069,589 |

  104. Pay Versus Performance Table

    | a) | The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. |

  105. Pay Versus Performance Table

    | b) | The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The amounts deducted or added in calculating the equity award adjustments are as follows: |

  106. Pay Versus Performance Table

    | Year | PEO or Average of Non-PEO NEOs | Year End Fair Value of Equity Awards ($) | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Equity Award Adjustments ($) | | 2025 | PEO | 4,367,556 | 3,312,950 | 345,684 | (292,544) | — | — | 7,733,646 | | | Average of Non-PEO NEOs | 2,400,752 | 340,788 | 172,075 | (168,284) | — | — | 2,745,331 | | 2024 | PEO | 13,503,794 | 2,973,980 | 500,781 | 246,526 | — | — | 17,225,081 | | | Average of Non-PEO NEOs | 1,607,799 | 584,190 | 283,443 | 126,716 | — | — | 2,602,148 | | 2023 | PEO | 3,010,664 | (1,846,188) | 307,697 | 108,678 | — | — | 1,580,851 | | | Average of Non-PEO NEOs | 837,737 | (200,261) | 177,825 | (99,182) | — | — | 716,119 | | 2022 | PEO | 1,591,858 | (12,537,845) | 307,494 | (5,402,970) | — | — | (16,041,463) | | | Average of Non-PEO NEOs | 999,347 | (3,393,486) | 204,083 | (1,698,349) | — | — | (3,888,405) | | 2021 | PEO | 7,266,661 | 11,274,035 | 952,986 | 2,185,274 | — | — | 21,678,956 | | | Average of Non-PEO NEOs | 3,001,312 | 3,410,557 | 679,442 | 1,235,303 | — | — | 8,326,614 |

  107. Pay Versus Performance Table

    | 3) | The dollar amounts reported in column (d) represent the average of the amounts reported for the NEOs as a group, excluding our PEO, in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2025, Andrew LaBenne, Annie Armstrong, Jordan Cheng and Steven Mattics, (ii) for 2024, Andrew LaBenne, Annie Armstrong, Jordan Cheng and Ronnie Momen, (iii) for 2023, Andrew LaBenne, Annie Armstrong, Jordan Cheng, Ronnie Momen and Brandon Pace, (iv) for 2022, Andrew LaBenne, Annie Armstrong, Ronnie Momen, Brandon Pace and Thomas Casey, and (v) for 2021, Thomas Casey, Valerie Kay, Ronnie Momen and Brandon Pace. |

  108. Pay Versus Performance Table

    | 4) | TSR is cumulative (assuming $100 was invested on December 31, 2020) for the measurement periods beginning on December 31, 2020 and ending on December 31 of each of 2025, 2024, 2023, 2022 and 2021, respectively, calculated in accordance with Item 201(e) of Regulation S-K. The peer group for purposes of this table is the following published industry index: KBW Nasdaq Bank Index. |

  109. Pay Versus Performance Table

    | 5) | The dollar amounts reported represent the amount of “GAAP Net Income (Loss)” or “PPNR,” as applicable, reported in the Company’s financial reports on Form 10-K. PPNR is a non-GAAP financial measure. See Exhibit A of this Proxy Statement for more information on our use of non-GAAP financial measures and a reconciliation of PPNR to the nearest GAAP measure. |

  110. Pay Versus Performance Table

    Financial Performance Measures We believe the below unranked list represents the most important financial performance measures used by the Company to link executive compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year. PPNR and GAAP Net Income were two measures in our 2025 annual cash bonus program. Relative TSR and Adjusted Net Income are the performance metrics used in our 2025 PBRSUs.

  111. Pay Versus Performance Table

    | ■ | PPNR |

  112. Pay Versus Performance Table

    | ■ | GAAP Net Income |

  113. Pay Versus Performance Table

    | ■ | Relative TSR (see the section entitled “2025 Long-Term Awards – Refresh Performance-Based Restricted Stock Units” on page 30 for additional information on our relative TSR based PBRSU program) |

  114. Pay Versus Performance Table

    Relationship between Compensation Actually Paid and Company Performance Below are graphs showing the relationship of “compensation actually paid” to our PEO and the average “compensation actually paid” to our Non-PEO NEOs in 2025, 2024, 2023, 2022 and 2021 to (i) the TSR of the Company and the KBW Nasdaq Bank Index, and (ii) the Company’s GAAP Net Income (Loss) and PPNR. As illustrated below, the decrease in “compensation actually paid” between 2021 and 2022 is correlated to the depreciation in the Company’s stock price during 2022. Similarly, “compensation actually paid” in 2023 approximated, though was modestly less than, the reported summary compensation table totals, reflecting the generally flat stock price between end of year 2022 and end of year 2023. In 2024, the increase in “compensation actually paid” between 2023 and 2024 is correlated to the appreciation in the Company’s stock price during 2024. In 2025, the decrease in “compensation actually paid” to our PEO between 2024 and 2025 is not correlated to the appreciation in the Company’s price during 2025; however, the increase in average “compensation actually paid” to our Non-PEO NEOs between 2024 and 2025 is correlated to the appreciation in the Company’s stock price during 2025. The Company believes that the correlation between “compensation actually paid” and TSR reflects that a significant portion of the Company’s executive compensation program is equity denominated. Conversely, changes in “compensation actually paid” are significantly less correlated to the Company’s GAAP Net Income and PPNR, reflecting the relatively smaller quantum of executive compensation based on the performance of those measures.

  115. Compensation Actually Paid vs. TSR

    Compensation Actually Paid vs. TSR

  116. Compensation Actually Paid vs. GAAP Net Income (Loss) and PPNR

    Compensation Actually Paid vs. GAAP Net Income (Loss) and PPNR

  117. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Under the terms of the employment agreements that we entered into with each of our NEOs, they are eligible to receive certain benefits in connection with the termination of their employment, depending on the circumstances, as further described above. In addition:

  118. Potential Payments Upon Termination or Change in Control

    | 1. | Under the terms of the Cash Awards granted to them in 2024 and 2025, each of Messrs. Sanborn, LaBenne and Cheng and Ms. Armstrong are eligible to receive an acceleration benefit for the unvested portion of their 2024 and 2025 Cash Awards in connection with the involuntary termination of their employment in the event of a change in control. |

  119. Potential Payments Upon Termination or Change in Control

    | 2. | Under the terms of the outstanding PBRSU awards granted to them, each of Messrs. Sanborn, LaBenne and Cheng and Ms. Armstrong are eligible to immediately vest into a pro-rated portion of the award upon a change in control with such pro-rated portion calculated by extrapolating performance of the award based upon performance from the beginning of the performance period through the date immediately preceding the change in control. |

  120. Potential Payments Upon Termination or Change in Control

    Further, the 2024 and 2025 equity awards of Mr. LaBenne and Ms. Armstrong provide for up to an additional year of vesting following a termination of service, subject to certain criteria, including a minimum number of years of service with the Company and certain transition assistance (such transition, a “Qualified Transition”). In the case of PBRSUs for which a Qualified Transition occurs during a performance period, Mr. LaBenne and Ms. Armstrong are entitled to a pro-rated portion of the earned PBRSU shares determined by adding the additional vesting credit to actual time served during the performance period, and based upon actual achievement of the underlying performance metric(s) upon completion of the performance period. The actual amounts that would be paid or distributed to our NEOs as a result of a termination event occurring in the future may be different than those set forth below as many factors will affect the amount of any payments and benefits upon a termination of employment. For example, some of the factors that could affect the amounts payable include the NEO’s base salary and the market price of our common stock at the time of the termination event. Additionally, we or an acquirer may mutually agree with the NEOs on severance terms that vary from those provided in pre-existing agreements. The table below sets forth the value of the benefits that each of our NEOs would be entitled to receive upon a qualifying event as of December 31, 2025, in accordance with SEC rules, and is based on the closing price of $18.94 of our common stock on December 31, 2025. As used in the table below, “involuntary termination” means termination without cause or for good reason, as described above.

  121. Potential Payments Upon Termination or Change in Control

    | Name | Type of Termination | Cash Severance ($) | Bonus ($)(1) | Health, Dental and Vision Benefits ($) | Continued Vesting Benefit ($)(2) | Acceleration Benefit ($)(3) | Total Potential Severance Payment ($) | | Scott Sanborn | Change in Control | — | — | — | — | 9,231,697 | 9,231,697 | | | Involuntary Termination No Change in Control | 600,000 | 1,004,813 | 35,886 | — | — | 1,640,699 | | | Involuntary Termination With Change in Control | 900,000 | 1,350,000 | 53,829 | — | 26,323,667 | 28,627,496 | | Andrew LaBenne | Qualified Transition | — | — | — | 3,998,651 | — | 3,998,651 | | | Change in Control | — | — | — | — | 2,637,666 | 2,637,666 | | | Involuntary Termination No Change in Control | 232,500 | 450,564 | 14,812 | — | — | 697,876 | | | Involuntary Termination With Change in Control | 465,000 | 395,250 | 29,624 | — | 7,136,912 | 8,026,786 | | Annie Armstrong | Qualified Transition | — | — | — | 2,805,334 | — | 2,805,334 | | | Change in Control | — | — | — | — | 1,874,056 | 1,874,056 | | | Involuntary Termination No Change in Control | 200,000 | 389,912 | 120 | — | — | 590,032 | | | Involuntary Termination With Change in Control | 400,000 | 340,000 | 240 | — | 4,986,764 | 5,727,004 | | Jordan Cheng | Change in Control | — | — | — | — | 604,281 | 604,281 | | | Involuntary Termination No Change in Control | 177,500 | 282,165 | 11,298 | — | — | 470,963 | | | Involuntary Termination With Change in Control | 355,000 | 266,250 | 22,596 | — | 2,662,803 | 3,306,649 | | Steven Mattics | Involuntary Termination No Change in Control | 212,500 | 305,813 | 12,578 | — | — | 530,891 | | | Involuntary Termination With Change in Control | 425,000 | 361,250 | 25,156 | — | 5,436,782 | 6,248,188 |

  122. Potential Payments Upon Termination or Change in Control

    | 1) | Represents a cash bonus payment equal to the NEO’s actual annual cash bonus for the 2025 fiscal year outside a change in control. Represents a cash bonus payment equal to 150% of Mr. Sanborn’s target annual cash bonus for the 2025 fiscal year within a change in control and 100% of the target annual cash bonus for each of Mr. LaBenne, Ms. Armstrong, Mr. Cheng and Mr. Mattics for the 2025 fiscal year within a change in control, in each case using the executive’s annualized salary as of December 31, 2025. |

  123. Potential Payments Upon Termination or Change in Control

    | 2) | Includes the continued vesting benefit of the NEO’s 2024 and 2025 long-term awards (both the cash and equity portions) assuming a Qualified Transition occurred on December 31, 2025. For the equity portion, represents the intrinsic value based upon the market price of our common stock on December 31, 2025. With respect to 2024 and 2025 PBRSU awards, the value disclosed includes the value of 112,192 shares and 78,886 shares, which represents the portion of the maximum number of shares subject to such awards for each of Mr. LaBenne and Ms. Armstrong, respectively, eligible for the continued vesting benefit assuming a Qualified Transition occurred on December 31, 2025. |

  124. Potential Payments Upon Termination or Change in Control

    | 3) | For a change in control (without an involuntary termination), the value disclosed represents the acceleration value of 487,418, 139,264, 98,947 and 31,905 shares for each of Mr. Sanborn, Mr. LaBenne, Ms. Armstrong and Mr. Cheng, respectively, which represents: (i) the actual earned number of shares subject to the 2023 PBRSUs held by Mr. Sanborn, Mr. LaBenne and Ms. Armstrong and (ii) the pro-rated portion of the maximum number of shares subject to the 2024 and 2025 PBRSU awards held by each of Mr. Sanborn, Mr. LaBenne, Ms. Armstrong and Mr. Cheng, eligible for acceleration in the event a change in control occurred on December 31, 2025. For an involuntary termination with a change in control, the value disclosed represents: (i) the acceleration benefit applicable to all of the NEO’s outstanding RSU awards, and 2024 and 2025 Cash Awards, plus (ii) the acceleration value of 680,239, 202,370, 142,382 and 61,355 shares for each of Mr. Sanborn, Mr. LaBenne, Ms. Armstrong and Mr. Cheng, respectively, which represents: (a) the actual earned number of shares subject to the 2023 PBRSUs held by Mr. Sanborn, Mr. LaBenne and Ms. Armstrong and (b) maximum number of shares subject to the 2024 and 2025 PBRSUs held by Mr. Sanborn, Mr. LaBenne, Ms. Armstrong and Mr. Cheng. |

  125. Proposal 1: Election of Directors

    Proposal 1: Election of Directors Our Board is currently comprised of nine members. In accordance with our Certificate of Incorporation, our Board is divided into three staggered classes of directors. At the Annual Meeting, three Class III directors will be elected for a three-year term to succeed the same class whose term is then expiring. The following individuals, each of whom is currently serving on our Board as a Class III director, were nominated by our Board for election at the Annual Meeting, each to serve until the 2029 Annual Meeting of Stockholders and until his or her successor has been elected and qualified or his or her earlier death, resignation or removal:

  126. Proposal 1: Election of Directors

    | ■ | Kathryn Reimann; |

  127. Proposal 1: Election of Directors

    | ■ | Scott Sanborn; and |

  128. Proposal 1: Election of Directors

    | ■ | Michael Zeisser. |

  129. Proposal 1: Election of Directors

    Our Bylaws require that in an uncontested election each director will be elected by the vote of the majority of the votes cast. A majority of votes cast means that the number of shares cast “for” a director’s election exceeds the number of votes cast “against” that director. A share that is otherwise present at the meeting but for which there is an abstention, or to which a stockholder gives no authority or direction, shall not be considered a vote cast. Each nominee has consented to being named in this Proxy Statement and to serve if elected. In the event that any nominee for any reason is unable to serve, or for good cause will not serve, the proxies will be voted for such substitute nominee as our Board may determine. Each nominee has agreed to resign if they do not receive a majority of votes cast.