DEF 14A of Upstart Holdings, Inc., Apr 5, 2024

DEF 14A of Upstart Holdings, Inc.

Filed Apr 5, 2024 · FY20230001193125-24-088481

Open on EDGAR

  1. Director Nominees

    Director Nominees Dave Girouard. Mr. Girouard is one of our co-founders and has served as our Chief Executive Officer and a member of our Board since our incorporation. From February 2004 to April 2012, Mr. Girouard served in various roles at Alphabet Inc. (formerly Google Inc.), most recently as President of Google Enterprise, where he helped build Google’s cloud applications business worldwide, including product development, sales, marketing, and customer support. He started his career in Silicon Valley as a Product Manager at Apple and previously served as an associate of the Information Technology practice at Booz Allen. Mr. Girouard’s career began in software development at the Boston office of Accenture. He graduated from Dartmouth College with an A.B. in Engineering Sciences and a B.E. in Computer Engineering. Mr. Girouard also holds an M.B.A. from the University of Michigan with High Distinction. Mr. Girouard was selected to serve on our Board because of the perspective and experience he brings as our Chief Executive Officer and as one of our co-founders, as well as his extensive experience with technology companies. Jeff Huber. Mr. Huber has served as a member of our Board since June 2021. Mr. Huber is the co-founder of Triatomic Capital, a private investing firm, and has served as its Managing Director since March 2022. From 2016 to 2021, Mr. Huber served as the Founding Chief Executive Officer and Vice Chairman of GRAIL, Inc., a life sciences company. From 2003 to 2016, Mr. Huber served as Senior Vice President of Alphabet Inc. (formerly Google Inc.). From 2001 to 2003, Mr. Huber served as Vice President of Architecture and Systems Development at eBay Inc., an e-commerce company. Prior to joining eBay, he was Senior Vice President of Engineering at Excite@Home. Mr. Huber is a board member of Electronic Arts Inc. and Zapata Computing. Mr. Huber holds a B.S. in Computer Engineering from the University of Illinois and an M.B.A. from Harvard Business School. Mr. Huber was selected to serve on our Board because of his extensive experience as an executive in online companies that apply rapidly changing technology and operate at high scale. Hilliard C. Terry, III. Mr. Terry has served as a member of our Board since February 2019. Mr. Terry has served as an advisor and interim CEO to private equity-backed portfolio companies. From January 2012 to October 2018, he served as Executive Vice President and Chief Financial Officer of Textainer Group Holdings Limited, an intermodal marine container management and leasing company. Before joining Textainer, Mr. Terry was Vice President and Treasurer of Agilent Technologies, Inc., which he joined in 1999, prior to the company’s spinoff from Hewlett-Packard Company and initial public offering. He previously held positions in investor relations and/or investment banking with Kenetech Corporation, an alternative energy company; VeriFone, Inc., a payments company; and Goldman Sachs & Co., a financial services firm. Mr. Terry is currently a director of Asbury Automotive Group, Inc., an automotive retailer, where he serves on the Compensation and Human Resources Committee and the Capital Allocation & Risk Management Committee, and is also a director of Colombia Banking System, Inc., a bank holding company, where he serves on the Audit and Compliance Committee, Enterprise Risk Management Committee and the Nominating & Governance Committee. In addition, Mr. Terry serves as a director of two private companies: Fabletics, Inc., an active-wear retailer, and Fundbox, Ltd., a financial platform for small businesses. Mr. Terry holds a B.A. in Economics from the University of California, Berkeley and an M.B.A. from Golden Gate University. Mr. Terry was selected to serve on our Board because of his financial expertise and experience in the banking industry.

  2. Continuing Directors

    Continuing Directors Sukhinder Singh Cassidy. Ms. Singh Cassidy has served as a member of our Board since February 2020. Ms. Singh Cassidy currently serves as the Chief Executive Officer of Xero, Inc., a global cloud accounting software platform for small businesses. Since June 2015, Ms. Singh Cassidy has served as the founder and chairman of theBoardlist (now BoardProspects). In February 2021, she began serving as the Founding Venture Partner and Venture Advisor of Acrew Diversify Capital Fund, a growth-stage fund. Ms. Singh Cassidy served as President of StubHub Inc., a technology company, from May 2018 to May 2020. From 2011 to 2017, she served as Founder, CEO and Chairman at Joyus, Inc., an internet video shopping network. From 2003 to 2009, she served in various senior executive roles at Alphabet Inc. (formerly Google Inc.), most recently as President of Asia Pacific and Latin America Operations. Earlier in her career, Ms. Singh Cassidy co-founded fintech pioneer, Yodlee, Inc., which went public in 2014. Ms. Singh Cassidy previously served on the boards of Urban Outfitters Inc., Tripadvisor, Inc., Ericsson and J. Crew. Ms. Singh Cassidy holds a B.A. in Business Administration from the Ivey Business School at Western University. Ms. Singh Cassidy was selected to serve on our Board because of her extensive experience as an executive in the technology industry and her experience serving as a director of a publicly traded company. Kerry W. Cooper. Ms. Cooper has served as a member of our Board since March 2021. Ms. Cooper has served as an executive-in-residence with Acrew Diversify Capital Fund, a growth-stage fund, since January 2021. She served as President and Chief Operating Officer of Rothy’s, a direct-to-consumer footwear company, from November 2017 to January 2020. Before joining Rothy’s, Ms. Cooper was the Chief Executive Officer of Choose Energy, a consumer services energy company, from 2013 to 2016. She is currently a director of PG&E Corp., an energy-based holding company, and previously served on the board of TPB Acquisition Corp I. Ms. Cooper holds a B.S. in Mechanical Engineering from University of Texas at Austin and an M.B.A. from Harvard Business School. Ms. Cooper was selected to serve on our Board because of her extensive experience as an executive in the consumer space. Paul Gu. Mr. Gu is one of our co-founders and has served in various roles since April 2012, including most recently as our Chief Technology Officer. He has also served as a member of our Board since April 2015. Mr. Gu has a background in quantitative finance, built his first algorithmic trading strategies on the Interactive Brokers API at the age of 20 and previously worked in risk analysis at the D.E. Shaw Group, a hedge fund, in 2011. During college, Mr. Gu led underwriting for two non-profit microlenders in the United States. Mr. Gu studied economics and computer science at Yale University and then joined the Thiel Fellowship. Mr. Gu was selected to serve on our Board because of the perspective and experience he brings as our Chief Technology Officer and as one of our co-founders, as well as his expertise in machine learning and data science. Mary Hentges. Ms. Hentges has served as a member of our Board since December 2019. Ms. Hentges has served as an Advising Chief Financial Officer to Noom, Inc. through KongBasile Consulting from November 2022 to December 2023. She previously served as the Interim Chief Financial Officer for ShotSpotter, a precision-policing solutions company from October 2020 to January 2021. Prior to ShotSpotter, Ms. Hentges served as the Chief Financial Officer of Yapstone, Inc., a financial services company, from 2012 to 2014, the Chief Financial Officer of CBS Interactive, a media company, from 2010 to 2012, and the Chief Financial Officer of PayPal, Inc. from 2003 to 2010. Ms. Hentges is currently a director of Akili, Inc., a digital therapeutics company, where she chairs the audit committee and serves on the compensation committee. She is also a Certified Public Accountant (inactive). Ms. Hentges holds a B.S. in Accounting from Arizona State University. Ms. Hentges was selected to serve on our Board because of her financial expertise and extensive experience as an executive in the technology industry. Ciaran O’Kelly. Mr. O’Kelly has served as a member of our Board since April 2018. Since April 2022, Mr. O’Kelly has served as the Chief Executive Officer of Prime Financial Technologies. From August 2020 to September 2021, Mr. O’Kelly was a full-time employee of Block, Inc. From 2009 to 2013, Mr. O’Kelly served in various roles at Nomura Securities, a financial services firm, most recently as Senior Managing Director and Head of Equities, Americas. Prior to Nomura Securities, Mr. O’Kelly served in various roles at two financial services firms, Bank of America, including Head of Global Equities and Head of Equity Capital Markets, and Salomon Smith Barney, including Head of Equity Trading. He also was previously a director of the technology company Square Financial Services, Inc., Bank of America Securities and Nomura Securities International. Mr. O’Kelly holds a B.B.S. in Business Studies from Dublin City University. Mr. O’Kelly was selected to serve on our Board because of the perspective and extensive experience he brings from his background in financial services.

  3. Considerations in Evaluating Director Nominees

    Considerations in Evaluating Director Nominees Our Board and our nominating and corporate governance committee regularly review the composition of the Board and use a variety of methods for identifying and evaluating potential directors whose perspectives, skills and experiences will enable them to make meaningful contributions to shaping the future of our company. In their evaluation of director candidates, they will consider the current size and composition of the Board and the needs of the Board and the respective committees of the Board. Some of the qualifications that are considered include, without limitation, professional ethics and integrity, judgment, business acumen, proven achievement and competence in one’s field, the ability to exercise sound business judgment, tenure on the Board and skills that are complementary to the Board, an understanding of the Company’s business, an understanding of the responsibilities that are required of a member of the Board, other commitments, including service on other for-profit company boards of directors and related committees, diversity with respect to professional background, education, race, ethnicity, gender, age and geography, as well as other individual qualities and attributes that contribute to the total mix of viewpoints and experience represented on the Board. Other than the foregoing, there are no stated minimum criteria for director nominees.

  4. Non-Employee Director Compensation

    Non-Employee Director Compensation Our Board has adopted a compensation policy for our non-employee directors (the “Outside Director Compensation Policy”). Under this policy, each non-employee director receives the cash and equity compensation for board services described below. We also reimburse our non-employee directors for reasonable, customary and documented travel expenses to Board or committee meetings. This policy was developed with input from our independent compensation consultant, Compensia, regarding practices and compensation levels at comparable companies. It is designed to provide a total compensation package that enables us to attract and retain qualified and experienced individuals to serve as directors and to align our directors’ interests with those of our stockholders. The Outside Director Compensation Policy contemplates both cash and equity components. The policy includes a maximum annual limit of $1,000,000 of cash compensation and equity awards that may be paid, issued, or granted to a non-employee director in any fiscal year, increased to $2,000,000 in an individual’s first year of service as a non-employee director. For purposes of this limitation, the value of equity awards is based on the grant date fair value (determined in accordance with U.S. generally accepted accounting principles (“GAAP”)). Any cash compensation paid or equity awards granted to a person for their services as an employee, or for their services as a consultant (other than as a non-employee director), will not count for purposes of the limitation. The maximum limit does not reflect the intended size of any potential compensation or equity awards to our non-employee directors. We review the Outside Director Compensation Policy annually and make amendments as needed, which Compensia also advises on. Following the compensation committee’s recommendation, the Board approved, in March 2024, amendments to the Outside Director Compensation Policy (as amended, the “Amended Director Compensation Policy”) to increase the nominating and corporate governance committee chair annual cash compensation from $8,000 to $10,000 and the value of the directors’ initial and annual equity awards from $165,000 to $200,000, effective January 1, 2024. These increases to non-employee director compensation were based on peer group data and determined in consultation with Compensia.

  5. Non-Employee Director Compensation Table

    Non-Employee Director Compensation Table The compensation paid to Messrs. Girouard and Gu in respect of their employment for the year ended December 31, 2023 is included in the Summary Compensation Table in the section titled “Executive Compensation.” The following table provides information concerning compensation earned by our non-employee directors during the year ended December 31, 2023.

  6. Non-Employee Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Mary Hentges | 45,000 | 229,445 | 274,445 | | Ciaran O’Kelly | 53,000 | 229,445 | 282,445 | | Sukhinder Singh Cassidy | 67,500 | 229,445 | 296,945 | | Hilliard C. Terry, III | 55,000 | 229,445 | 284,445 | | Kerry W. Cooper | 50,000 | 229,445 | 279,445 | | Jeff Huber | 39,000 | 229,445 | 268,445 |

  7. Non-Employee Director Compensation Table

    | (1) If a director elected to receive payment in RSUs in lieu of cash pursuant to our Outside Director Compensation Policy, annual retainer fees in the form of RSUs were granted on January 10, 2024. The number of RSUs received was based on the average closing stock price for the 30 trading days immediately prior to the date of grant. See the section above titled “Election to Receive Restricted Stock Units in lieu of Cash Compensation” for more information. For fiscal year 2023, each of our non-employee directors elected to receive all or a portion of their annual retainer fee payments in RSUs: Ms. Hentges received 1,198 RSUs in lieu of all of her cash retainer fees, Mr. O’Kelly received 1,411 RSUs in lieu of all of his cash retainer fees, Ms. Singh Cassidy received 1,798 RSUs in lieu of all of her cash retainer fees, Mr. Terry received 1,465 RSUs in lieu of all of his cash retainer fees, Ms. Cooper received 666 RSUs in lieu of 50% of her cash retainer fees, and Mr. Huber received 1,038 RSUs in lieu of all of his cash retainer fees. |

  8. Non-Employee Director Compensation Table

    | (2) The dollar value of the RSU awards shown in the “Stock Awards” column represents the grant date fair value calculated on the basis of the fair market value of the underlying shares of common stock on the grant date in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation - Stock Compensation (“FASB ASC Topic 718”). The actual value that the director will realize on each RSU award will depend on the price per share of our shares of common stock at the time shares underlying the RSUs are sold. Accordingly, these amounts do not necessarily correspond to the actual value recognized or that may be recognized by the directors. |

  9. Non-Employee Director Compensation Table

    The following table provides all outstanding equity awards held by our non-employee directors as of December 31, 2023.

  10. Non-Employee Director Compensation Table

    | Name | Aggregate Number of Shares Underlying Options (#) | Number of Securities Underlying Unvested Stock Awards (#) | | Mary Hentges | 98,295 | 9,669 | | Ciaran O’Kelly | 192,443 | 9,669 | | Sukhinder Singh Cassidy | 123,295 | 9,669 | | Hilliard C. Terry, III | 68,295 | 9,669 | | Kerry W. Cooper | — | 9,669 | | Jeff Huber | — | 9,669 |

  11. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Board has eight members. In accordance with our amended and restated certificate of incorporation, our Board is divided into three staggered classes of directors. One class is elected each year during the annual meeting of stockholders for a term of three years. The term of the Class I directors expires at the 2024 Annual Meeting. The terms of office of directors in Class II and Class III do not expire until the annual meetings of stockholders held in 2025 and 2026, respectively.

  12. Compensation Philosophy and Guiding Principles

    | • | Align interests of employees and stakeholders: Align the interests of our executive officers and all Upstart employees with the long-term interests of our stockholders, borrowers on the Upstart marketplace, and our lending partners. This means that we place a heavy emphasis on variable compensation, with performance measures focused on short-term (annual) goals, and long-term (share price) growth. |

  13. Compensation Philosophy and Guiding Principles

    | • | Drive toward a common goal: Our Named Executive Officers receive stock options and RSU awards and are eligible to receive annual cash bonuses based on achieving shared company goals. |

  14. 2023 Executive Compensation Highlights

    2023 Executive Compensation Highlights Summary of Named Executive Officer Compensation Decisions The majority of our compensation actions take place at the beginning of the calendar year. As such, base salary adjustments and equity awards were evaluated relative to our compensation peer group data from 2022 among other factors described below. Consistent with our compensation philosophy, the compensation committee took the following compensation actions for our Named Executive Officers in 2023. Variable and Performance-Based Compensation The annual compensation of our executive officers, including our Named Executive Officers, varies from year to year based on financial, operational, and individual performance. Consistent with our compensation philosophy, our executive compensation program emphasizes “variable” pay over “fixed” pay and seeks to balance short-term and long-term incentives, as well as performance-based and time-based incentives. The following table shows the percentages of target variable pay versus target fixed pay for our CEO and our other Named Executive Officers in 2023:

  15. 2023 Executive Compensation Highlights

    | * The total target direct compensation of Mr. Darling in 2023 includes the target value of his equity awards granted after he joined Upstart in December 2022, which were intended to be part of his compensation in 2023. |

  16. 2023 Executive Compensation Highlights

    In February 2022, the compensation committee approved the grant of a performance-based RSU award to Mr. Gu that would have been settled for 687,500 shares of our common stock and that would only be earned and vest based on the achievement of certain stock price targets for Upstart’s common stock (the “Performance Award”). At the time the Performance Award was granted, it was intended to be Mr. Gu’s primary compensation through 2029. Accordingly, in connection with the grant of the Performance Award, Mr. Gu’s cash compensation was limited to the amount necessary to allow him to participate in the broad-based employee health and welfare employee benefits programs generally applicable at Upstart. Following significant macroeconomic changes in 2022 and the significant decline in Upstart’s stock price, in February 2023, the compensation committee, in consultation with our CEO, reviewed the purpose of the Performance Award and considered whether the objectives and intent of the award could still be achieved. After considering various alternatives and the pros and cons of such alternatives and after consulting with its external compensation and other advisors, the compensation committee determined that such award no longer provided the intended retention and incentive value and concluded that it was in the best interests of Upstart and its stockholders to cancel the Performance Award in exchange for the reinstatement of Mr. Gu’s cash compensation, including an annual base salary of $425,000 and Mr. Gu’s eligibility to participate in Upstart’s 2023 Executive Bonus Plan with a target annual cash bonus opportunity equal to 75% of Mr. Gu’s annual base salary. Mr. Gu agreed to these changes. The table above reflects Mr. Gu’s compensation following the cancellation of the Performance Award. In addition to the reinstatement of his cash compensation, the compensation committee granted an equity award to Mr. Gu in 2023 consistent with the standard practice for all other executive officers.

  17. What We Do Not Do

    What We Do Not Do X Retirement Programs – We do not offer any special retirement plans or arrangements or nonqualified deferred compensation plans or arrangements for our executive officers. Our executive officers, including our Named Executive Officers, participate in the same Section 401(k) retirement plan that is generally available to all of our employees. X No Tax “Gross-Ups” or Payments – We do not provide any tax “gross-up” or tax payment or reimbursement in connection with any compensation element (such as perquisites or other personal benefits) or any excise tax “gross-up” or tax payment or reimbursement in connection with any change in control payments or benefits. X No Dividends on RSU Awards – We do not pay dividends or dividend equivalents on unvested or unearned RSU awards and performance-based RSU awards. X No Stock Option Repricing – We have not repriced options to purchase shares of our common stock and may not do so without stockholder approval. X General Prohibition on Hedging and Pledging – Under our Insider Trading Policy, we do not permit our executive officers, including our Named Executive Officers, and the non-employee members of our Board to hedge Upstart securities and, absent a special waiver, our executive officers, including our Named Executive Officers, and the non-employee members of our Board are prohibited from pledging Upstart securities.

  18. Role of the Compensation Committee

    Role of the Compensation Committee The compensation committee, among its other responsibilities, establishes our overall compensation philosophy and reviews and approves our executive compensation program, including the specific compensation of our executive officers. The compensation committee has the authority to retain legal counsel and other advisors, including compensation consultants, to assist in carrying out its responsibilities to determine the compensation of our executive officers. The compensation committee’s authority, duties, and responsibilities are described in its charter, which is reviewed annually and revised and updated as warranted. The charter is available on our Company website at ir.upstart.com. While the compensation committee determines our overall compensation philosophy and approves the compensation of our executive officers, it relies on its compensation consultant, as well as our CEO, our CFO, our Chief People Officer, our Vice President of Total Rewards and legal counsel to formulate recommendations with respect to specific compensation actions. The compensation committee makes all final decisions regarding the compensation of our executive officers, except our CEO, including base salary levels, target annual cash bonus opportunities, actual cash bonus payments and long-term incentives in the form of equity awards. The compensation committee formulates recommendations for our CEO’s compensation, and the independent members of our Board (excluding Messrs. Girouard and Gu) approve the compensation of our CEO based on such recommendations. The compensation committee meets on a regularly-scheduled basis and at other times as needed. The compensation committee periodically reviews compensation matters with our Board. At the beginning of each year, the compensation committee reviews our executive compensation program, including any incentive compensation plans and arrangements, to assess whether our compensation elements, actions, and decisions are (i) properly coordinated, (ii) aligned with our vision, mission, values, and corporate goals, (iii) provide appropriate short-term and long-term incentives for our executive officers, (iv) achieve their intended purposes, and (v) are competitive with the compensation of executives in comparable positions at the companies with which we compete for executive talent. Following this assessment, the compensation committee makes any necessary or appropriate modifications to our existing plans and arrangements or adopts new plans or arrangements. The factors considered by the compensation committee in determining the compensation of our executive officers for 2023 included:

  19. Role of the Compensation Committee

    | • | our corporate and individual achievements against one or more short-term and long-term performance objectives; |

  20. Role of the Compensation Committee

    | • | a review of the relevant competitive market analysis prepared by its compensation consultant; |

  21. Role of the Compensation Committee

    The compensation committee does not weigh these factors in any predetermined manner, nor does it apply any formulas in making its decisions. The members of the compensation committee considered this information in light of their individual experience, knowledge of Upstart, knowledge of each executive officer, knowledge of the competitive market, and business judgment to make their decisions regarding executive compensation and our executive compensation program. As part of this process, the compensation committee also evaluates the performance of our CEO each year and makes a recommendation to the independent members of our Board who subsequently approve his base salary adjustments, target annual cash bonus opportunities, actual cash bonus payments and long-term incentives in the form of equity awards. Our CEO is not present during any of the deliberations regarding his compensation.

  22. Role of our CEO

    Role of our CEO Our CEO works closely with the compensation committee in determining the compensation of our other executive officers. Typically, our CEO makes recommendations to the compensation committee regarding the design and structure of our annual executive bonus plan and regarding the compensation for our other executive officers (all of whom report to him). At the beginning of each year, our CEO reviews the performance of our executive officers for the previous year, and then shares these evaluations with, and makes recommendations to, the compensation committee for each element of compensation. Using his subjective evaluation of each executive officer’s performance and taking into consideration our corporate performance during the preceding year, these recommendations relate to base salary adjustments, target annual cash bonus opportunities, actual cash bonus payments and long-term incentives in the form of equity awards for each of our executive officers (other than himself) based on our results, the individual executive officer’s contribution to these results, and his or her performance toward achieving his or her individual performance goals. The compensation committee then reviews these recommendations and considers the other factors described above and makes decisions as to the target total direct compensation of each executive officer (other than our CEO), as well as each individual compensation element. While the compensation committee considers our CEO’s recommendations, as well as the competitive market analysis with respect to our compensation peer group prepared by Compensia, these recommendations and market data serve as only two of several factors in making its decisions with respect to the compensation of our executive officers. Ultimately, the compensation committee applies its own business judgment and experience to determine the individual compensation elements and amount of each element for our executive officers. Moreover, no executive officer participates in the determination of the amounts or elements of his or her own compensation.

  23. Role of Compensation Consultant

    Role of Compensation Consultant Pursuant to its charter, the compensation committee has the authority to engage its own legal counsel and other advisors, including compensation consultants, as it determines in its sole discretion, to assist in carrying out its responsibilities. The compensation committee makes all determinations regarding the engagement, fees, and services of these advisors, and any such advisor reports directly to the compensation committee. In 2023, pursuant to this authority, the compensation committee engaged Compensia to provide information, analysis, and other assistance relating to our executive compensation program on an ongoing basis. The nature and scope of the services provided to the compensation committee by Compensia in 2023 included the following:

  24. Role of Compensation Consultant

    | • | developed and subsequently updated the compensation peer group; |

  25. Role of Compensation Consultant

    | • | provided advice with respect to compensation best practices and market trends for our executive officers and the non-employee members of our Board; |

  26. Role of Compensation Consultant

    | • | conducted an analysis of the levels of overall compensation and each element of compensation for our executive officers; |

  27. Role of Compensation Consultant

    | • | conducted an analysis of the levels of overall compensation and each element of compensation for the non-employee members of our Board; and |

  28. Role of Compensation Consultant

    | • | provided ad hoc advice and support throughout the year. |

  29. Role of Compensation Consultant

    Representatives of Compensia attend meetings of the compensation committee as requested and communicate with the compensation committee outside of meetings. Compensia reports directly to the compensation committee rather than to management, although Compensia may meet with members of management, including our CEO, Chief People Officer and members of our People team, for purposes of gathering information on proposals that management may make to the compensation committee. The compensation committee may replace its compensation consultant or hire additional advisors at any time. Compensia did not provide any other consulting or other services to us and has received no compensation other than with respect to the services described above. The compensation committee has assessed the independence of Compensia taking into account, among other things, the various factors as set forth in Exchange Act Rule 10C-1 and the enhanced independence standards and factors set forth in the applicable listing standards of the Nasdaq Global Select Market, and has concluded that its relationship with Compensia and the work of Compensia on behalf of the compensation committee has not raised any conflict of interest.

  30. Competitive Positioning and Compensation Peer Group

    Competitive Positioning and Compensation Peer Group The compensation committee, with guidance from its compensation consultant, develops a compensation peer group as discussed below and data from that group is supplemented with executive compensation survey data representing public technology companies that are of similar size, scope and industry to prepare a comprehensive competitive market analysis. Data collected from the market data and the peer group data form one factor in the compensation committee’s compensation deliberations. In October 2022, the compensation committee directed its compensation consultant, Compensia, to review the compensation peer group to be used as a reference for market positioning for 2023 and for assessing competitive market practices based on volatility in our market capitalization. Compensia undertook a detailed review of the pool of U.S.-based publicly-traded companies, taking into consideration our industry sector, the size of such companies relative to our size and growth rate, and the following additional factors:

  31. Competitive Positioning and Compensation Peer Group

    | • | the comparability to our business model; |

  32. Competitive Positioning and Compensation Peer Group

    | • | our consumer products and/or business services focus; |

  33. Competitive Positioning and Compensation Peer Group

    | • | the comparability of our operating history; |

  34. Competitive Positioning and Compensation Peer Group

    | • | the comparability of our organizational complexities and growth attributes; |

  35. Competitive Positioning and Compensation Peer Group

    | • | the stage of our maturity curve (which increases its likelihood of attracting the type of executive talent for whom we compete); and |

  36. Competitive Positioning and Compensation Peer Group

    | • | the comparability of our operational performance (for consistency with our strategy and future performance expectations). |

  37. Competitive Positioning and Compensation Peer Group

    Following this review, Compensia recommended and the compensation committee subsequently approved the following compensation peer group, consisting of 21 publicly-traded technology companies. The companies comprising the compensation peer group were as follows:

  38. Competitive Positioning and Compensation Peer Group

    | ACI Worldwide | LivePerson | | Affirm Holdings | Marqeta | | Alteryx | Paymentus Holdings | | Coupa Software | Payoneer Global | | Digital Turbine | PROG Holdings | | Dynatrace | Rapid7 | | Ebix | Shift4 Payments | | Elastic N.V. | Smartsheet | | Green Dot | SoFi Technologies | | Lending Club | Taboola Software | | | Zendesk |

  39. Competitive Positioning and Compensation Peer Group

    This compensation peer group was used by the compensation committee in connection with its annual review of our executive compensation program in 2023. Specifically, the compensation committee reviewed the compensation data drawn from the compensation peer group, in combination with industry-specific compensation survey data from the Radford data and analytics platform, to develop a subjective representation of the “competitive market” with respect to current executive compensation levels and related policies and practices. The compensation committee then evaluated how our pay practices and the compensation levels of our executive officers compared to the competitive market. We do not believe that it is appropriate to make compensation decisions, whether regarding base salaries or short-term or long-term incentive compensation, solely based upon benchmarking to a peer or other representative group of companies. However, the compensation committee believes that information regarding the compensation practices at other companies is useful in at least two respects. First, the compensation committee recognizes that our compensation policies and practices must be competitive in the marketplace. Second, this information is useful in assessing the reasonableness and appropriateness of individual executive compensation elements and of our overall executive compensation packages. This information is only one of several factors that the compensation committee considers, however, in making its decisions with respect to the compensation of our executive officers.

  40. Compensation Elements

    | Compensation Element | What This Element Rewards | Purpose and Key Features of Element | | Base salary | Individual performance, level of experience, and expected future performance and contributions | Provides a competitive level of fixed compensation determined by the market value of the position, with actual base salaries established based on the facts and circumstances of each executive officer and each individual position. | | Annual cash bonuses | Achievement of pre-established corporate and individual performance objectives (for 2023, the corporate performance measures were revenue from fees and adjusted EBITDA) as well as individual contributions and leadership. | Motivates executive officers to drive company growth in a challenging macroeconomic environment. | | Long-term incentives/equity awards | Achievement of pre-established corporate and individual performance objectives designed to enhance long-term stockholder value and attract, retain, motivate, and reward executive officers over extended periods for achieving important corporate objectives Vesting requirements promote retention of highly-valued executive officers. | Annual equity awards that vest over a defined period of time and provide a variable “at risk” pay opportunity. Because the ultimate value of these equity awards is directly related to the market price of our common stock, and the awards are only earned over an extended period of time subject to vesting, they serve to focus our executive officers on the creation and maintenance of sustainable long-term stockholder value. 50% of the value of our executive equity awards was granted in the form of time-based RSU awards, and 50% was granted in the form of stock options to directly align their rewards with stock price growth. |

  41. Compensation Elements

    Our executive officers also participate in the standard employee benefit plans available to our employees. In addition, our executive officers are eligible for post-employment (both change in control and non-change in control) severance payments and benefits under certain circumstances.

  42. Annual Cash Bonuses

    Annual Cash Bonuses We use annual cash bonuses paid to motivate our executive officers, including our Named Executive Officers, to achieve our short-term financial and operational objectives while making progress towards our longer-term growth and other goals. Consistent with our executive compensation philosophy, these annual cash bonuses are intended to help us to deliver a competitive total direct compensation opportunity to our executive officers. Annual cash bonuses are entirely performance-based, are not guaranteed, and may vary materially from year-to-year. Typically, the compensation committee establishes target annual cash bonus opportunities pursuant to a formal cash bonus plan that measures and rewards our executive officers for our actual corporate and individual performance over our fiscal year. The cash bonus plan is designed to pay above-target bonuses when we exceed our annual corporate objectives and below-target bonuses when we do not achieve these objectives. Pursuant to the cash bonus plan for 2023 (the “2023 Executive Bonus Plan”), the compensation committee had the authority to select the performance measures and related target levels applicable to the target annual cash bonus opportunities for our executive officers. In addition, under the 2023 Executive Bonus Plan, the compensation committee may, in its sole discretion and at any time, increase, reduce, or eliminate a participant’s actual bonus payment, and/or increase, reduce, or eliminate the amount allocated to the bonus pool for the year. Further, the actual bonus payment may be below, at, or above a participant’s target annual cash bonus opportunity, in the compensation committee’s sole discretion. The compensation committee may determine the amount of any reduction on the basis of such factors as it deemed relevant, and it is not required to establish any allocation or weighting with respect to the factors it considers. In accordance with its authority under the 2023 Executive Bonus Plan, the compensation committee agreed with management’s proposal to apply discretion to reduce the overall funding of the bonus pool. Target Annual Cash Bonus Opportunities In 2023, the compensation committee reviewed the target annual cash bonus opportunities of our executive officers, including our Named Executive Officers, taking into consideration a competitive market analysis prepared by Compensia and the recommendations of our CEO (except with respect to his own target annual cash bonus opportunity), as well as the other factors described above. Following this review, the compensation committee determined that target annual cash bonus opportunities were set at competitive levels. Accordingly, the compensation committee did not make changes (or, in the case of our CEO, any recommendations for a change) to target annual cash bonus opportunities for 2023. Upon the cancellation of Mr. Gu’s Performance Award, Mr. Gu’s cash compensation, including an annual base salary of $425,000 and Mr. Gu’s eligibility to participate in the 2023 Executive Bonus Plan with a target annual target cash bonus opportunity equal to 75% of Mr. Gu’s annual base salary, was reinstated. For 2023, the target annual cash bonus opportunities for each of our Named Executive Officers under the 2023 Executive Bonus Plan, expressed as a percentage of his annual base salary, were as follows:

  43. Annual Cash Bonuses

    | Named Executive Officer | 2023 Target Annual Cash Bonus Opportunity (as a percentage of base salary) | 2023 Target Annual Cash Bonus Opportunity ($) | | Dave Girouard | 100% | $460,000 | | Sanjay Datta | 75% | $318,750 | | Paul Gu | 75% | $318,750 | | Scott Darling | 75% | $307,500 |

  44. Annual Cash Bonuses

    The target annual cash bonus opportunities of our Named Executive Officers (except our CEO) were weighted 75% on corporate performance objectives and 25% on individual performance objectives. The target annual cash bonus opportunity of our CEO was weighted 100% on corporate performance objectives. The compensation committee determined this allocation to be appropriate to focus our Named Executive Officers on our short-term financial objectives as reflected in our annual operating plan while, at the same time, recognizing their contributions to the achievement of these objectives and the successful execution of their individual roles and responsibilities. Corporate Performance Objectives For purposes of the 2023 Executive Bonus Plan, corporate performance was determined based on two corporate performance measures: (i) annual revenue from fees and (ii) adjusted EBITDA, provided that the effects of gains and losses on sales of loans were to be disregarded when reviewing actual performance at the end of the year due to their unpredictability. For a full reconciliation for adjusted EBITDA to the most directly comparable financial measure stated in accordance with GAAP, please see our 2023 Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the SEC on February 15, 2024. The compensation committee believed these performance measures were appropriate for our business given the continuing criticality of profitable company growth in 2023, which it believes most directly influences long-term stockholder value creation. At the same time, the compensation committee established target performance levels for each measure that it believed to be challenging, but attainable, through the successful execution of our annual operating plan. The minimum, target, and maximum levels of achievement for each corporate performance measure and its respective payout levels, were as follows:

  45. Annual Cash Bonuses

    | Annual Revenue from Fees | Threshold Performance Level | Target Performance Level | Maximum Performance Level | | Performance | $507 million | $572 million | $690 million | | Payout Level | 0% | 100% | 200% | | Adjusted EBITDA | | | | | Performance* | $(59) million | $(47) million | $56 million | | Payout Level | 0% | 100% | 200% |

  46. Annual Cash Bonuses

    | * The target performance levels for adjusted EBITDA include management assumptions with respect to gains or losses on sales of loans for 2023. |

  47. Annual Cash Bonuses

    For each corporate performance measure, the payout level was calculated based on the actual performance of such corporate performance measure. In the event of actual performance between the threshold and target, and target and maximum, performance levels, the payout level was to be calculated between each designated segment on a straight-line interpolated basis. Following the determination of the payout level of each corporate performance measure, the two payout levels were averaged to compute the combined corporate performance. Individual Performance Objectives In addition to the corporate performance objective, the target annual cash bonus opportunities for our executive officers, including our Named Executive Officers (other than our CEO), were also based on each executive officer’s achievement against his or her individual performance objectives. For these Named Executive Officers, payments for the individual performance component of the 2023 Executive Bonus Plan could be up to 200% of the 25% portion of each executive officer’s target annual cash bonus opportunity allocated to individual performance. Individual performance objectives for each executive officer were established at the beginning of the year in discussions with our CEO. These objectives could be quantitative or qualitative goals, depending on the organizational priorities for a given year, and typically focused on key departmental or operational objectives or functions. Most of these objectives were intended to provide a set of common goals that facilitated collaborative management and engagement, although our executive officers could also be assigned individual goals. In all cases, the individual performance objectives were intended to be challenging, but attainable, and designed to produce annual bonus payments to reflect meaningful performance requirements. After the end of the year, the level of achievement and payment associated with each executive officer’s individual performance objectives were determined by our CEO and then submitted to the compensation committee for review and approval. In the case of our CEO, his annual cash bonus was based entirely on corporate performance objectives. Our CEO’s bonus payment was reviewed and approved by the independent members of our Board based on the recommendation of the compensation committee. 2023 Performance Results and Bonus Decisions 2023 was a difficult year where multiple macroeconomic challenges continued to impact Upstart’s business. For 2023, the actual corporate performance results for revenue from fees was $560 million and adjusted EBITDA was $(17) million. The average of the two payout levels (while for adjusted EBITDA, disregarding gains and losses on sales of loans) was close to a payout level of 100%. However, management proposed to the compensation committee that discretion be applied to reduce the amount of the bonus pool otherwise resulting from our actual corporate performance so that the bonus payments would be lowered. By doing so, the overall funding for bonuses would more closely correlate to our full year performance and our trajectory at the end of the year. Pursuant to the 2023 Executive Bonus Plan and in light of factors set forth in management’s proposal, the compensation committee exercised its discretion to reduce the amount allocated to the bonus pool and determined the company performance payout level to be 45%. The compensation committee also determined, based on its review of the recommendation of our CEO (except with respect to his own target annual cash bonus opportunity), the level of achievement with respect to the individual performance objectives of each of the Named Executive Officers. Mr. Girouard’s bonus payment was based entirely on Upstart’s performance results. The bonus payments for Messrs. Datta, Gu and Darling were based on a combination of company performance and our CEO’s assessment of their performance against their respective individual performance objectives. For Mr. Datta, this included helping navigate Upstart through an extraordinary macroeconomic environment in 2023 with unprecedented capital markets, business and financial challenges. For Mr. Gu, it included continuing to spearhead our technological development regarding both improvements to our core products as well as introducing new products. For Mr. Darling, it included overseeing the legal function to best manage the company’s legal activities and minimize risk for the business.

  48. Annual Cash Bonuses

    | Named Executive Officers Who Were Eligible for 2023 Cash Bonuses | Target Annual Cash Bonus Opportunity | Actual Cash Bonus Payment | Percentage of Target Annual Cash Bonus Opportunity Earned | | Dave Girouard | $460,000 | $207,000 | 45% | | Sanjay Datta | $318,750 | $210,551 | 66.06% | | Paul Gu | $318,750 | $194,195 | 60.92% | | Scott Darling | $307,500 | $180,656 | 58.75% |

  49. Annual Cash Bonuses

    The annual cash bonus payments received by our Named Executive Officers in 2023 are set forth in the “2023 Summary Compensation Table” below.

  50. Long-Term Incentive Compensation

    Long-Term Incentive Compensation We use long-term incentive compensation in the form of equity awards to motivate our executive officers, including our Named Executive Officers, by providing them with the opportunity to build an equity interest in Upstart and to share in the potential appreciation of the value of our common stock. We have relied on options to purchase shares of our common stock and, beginning in 2021, RSU awards that may be settled for shares of our common stock, as the principal vehicles for delivering long-term incentive compensation opportunities to our executive officers. The compensation committee believes that because stock options provide for an economic benefit only in the event that our stock price increases over the exercise price of the option, these awards effectively align the interests of our executive officers with the interests of our stockholders and provide our executive officers with a significant incentive to manage our business from the perspective of an owner with an equity stake in the business. In addition, because RSU awards have value to the recipient even in the absence of stock price appreciation, the compensation committee believes that we are able to incentivize and retain our executive officers using fewer ordinary shares than would be necessary if we used stock options exclusively to provide an equity stake in Upstart. Since the value of RSU awards increases with any increase in the value of the underlying shares, RSU awards also provide incentives to our executive officers that are aligned with the interests of our stockholders. The compensation committee further believes these awards enable us to attract and retain key talent in our industry and align our executive officers’ interests with the long-term interests of our stockholders. To date, the compensation committee has not applied a rigid formula in determining the size of the equity awards to be granted to our executive officers, including our Named Executive Officers, as part of our annual compensation review of equity awards. Generally, in determining the size of the equity awards granted to our executive officers, the compensation committee considers a competitive market analysis prepared by Compensia, the recommendations of our CEO (except with respect to his own equity award) and the other factors described above. The compensation committee also considers the existing equity holdings of each executive officer, including the current economic value of their unvested equity awards and the ability of these unvested holdings to satisfy our retention objectives. The compensation committee also considers the dilutive effect of our long-term incentive compensation practices, and the overall impact that these equity awards, as well as awards to other employees, will have on stockholder value. 2023 Equity Awards In February 2023, the compensation committee approved annual equity awards for Messrs. Datta and Gu as incentives for future financial and individual performance, to retain such executive officers and in recognition of each person’s individual potential for future impact and contributions to Upstart. Mr. Darling was not granted an annual equity award in 2023 because he joined Upstart in December 2022 and received an equity award at that time. Our CEO’s equity awards were approved by the independent members of our Board based on the recommendation of the compensation committee. With respect to Messrs. Datta and Gu, the equity awards consisted of both options to purchase shares of our common stock and RSU awards that may be settled for shares of our common stock. The compensation committee targeted 50% of the economic value in RSU awards and 50% in stock options (valued at approximately 1.9:1 ratio of shares subject to options versus RSUs based on the approximate underlying fair market values of the two types of equity awards) and believed that this proportion of the two types of equity awards provided the appropriate incentives for stock price performance while aligning the interests of such executives officers with the interests of our stockholders. With respect to our CEO, the compensation committee structured the equity award to consist solely of stock options in order to maximize the incentive to focus on stock price performance and create the strongest possible alignment between our CEO and the interests of our stockholders. In addition to his equity award, Mr. Gu’s cash compensation was reinstated in February 2023 in exchange for the cancellation of the Performance Award. As previously noted, in February 2022, the compensation committee approved Mr. Gu’s Performance Award. At the time the Performance Award was granted, it was intended to be Mr. Gu’s primary compensation through 2029. Following significant macroeconomic changes in 2022 and the significant decline in Upstart’s stock price, in February 2023, the compensation committee, in consultation with our CEO, reviewed the purpose of the Performance Award and considered whether the objectives and intent of the award could still be achieved. After considering various alternatives and the pros and cons of such alternatives and after consulting with its external advisors, the compensation committee determined that such award no longer provided the intended retention and incentive value and concluded that it was in the best interests of Upstart and its stockholders to cancel the Performance Award in exchange for the reinstatement of Mr. Gu’s cash compensation, including an annual base salary of $425,000 and Mr. Gu’s eligibility to participate in Upstart’s 2023 Executive Bonus Plan with a target annual target cash bonus opportunity equal to 75% of Mr. Gu’s annual base salary. Mr. Gu agreed to these changes. The equity awards granted to our eligible Named Executive Officers in 2023 were as follows:

  51. Long-Term Incentive Compensation

    | Named Executive Officer | 2023 Refresh Awards | | | | Restricted Stock Unit Awards (intended target annual dollar value)(1) | Stock Option Awards (intended target annual dollar value)(2) | | David Girouard | — | $7.6 million | | Sanjay Datta | $3.0 million | $3.0 million | | Paul Gu | $3.0 million | $3.0 million |

  52. Long-Term Incentive Compensation

    | (1) The dollar values in this column were converted into RSU awards based on a 30-trading day period trailing average of Upstart’s closing stock price on The NASDAQ Global Select Market prior to the grant date on March 17, 2023 and into stock options based on a fixed ratio. |

  53. Long-Term Incentive Compensation

    | (2) The dollar values in this column were converted into Stock Option awards based on a fixed ratio of stock options to RSUs of 1.9:1. |

  54. Long-Term Incentive Compensation

    The equity awards granted to our Named Executive Officers in 2023 are set forth in the “2023 Summary Compensation Table” and the “2023 Grants of Plan-Based Awards Table” below.

  55. Post-Employment Compensation

    Post-Employment Compensation In 2020, we adopted an executive change in control and severance policy applicable to our executive officers. Pursuant to the policy, we subsequently entered into executive change in control and severance policy participation agreements with each of our executive officers, including each of our Named Executive Officers. In December 2022, the executive change in control and severance policy was amended to provide a standardized approach for providing severance payments and benefits. Our executive change in control and severance policy requires us to provide certain payments and benefits to participants, including our Named Executive Officers, upon a qualifying termination of employment, which includes a termination of a participant’s employment without cause (excluding by reason of death or disability) or where the participant resigns for good reason, both within the three months preceding or 12 months following a change in control of Upstart or outside of such period. The receipt of these payments and benefits are contingent upon the participant’s execution, delivery, and non-revocation of a release and waiver of claims satisfactory to us following the separation from service. We believe that the executive change in control and severance policy serves several objectives. First, it eliminates the need to negotiate separation payments and benefits on a case-by-case basis. It also helps assure an executive officer that his or her severance payments and benefits are comparable to those of other executive officers with similar levels of responsibility and tenure. Further, it acts as an incentive for our executive officers to remain employed and focused on their responsibilities during the threat or negotiation of a change-in-control transaction, which preserves our value and the potential benefit to be received by our stockholders in the transaction. Finally, the change in control and severance policy is easier for us to administer, as it requires less time and expense. The executive change in control and severance policy contemplates that the payments and benefits in the event of a change in control of Upstart are payable only upon a “double trigger”; that is, only following a change in control and a qualifying termination of employment, including a termination of employment without cause (excluding by reason of death or disability) or a resignation for good reason, and in each case requires that the participant execute a release of claims in our favor. In the event of a change in control of Upstart, to the extent that any of the amounts provided for under the executive change in control and severance policy would constitute a “parachute payment” within the meaning of Section 280G of the Code and could be subject to the related excise tax under Section 4999 of the Code, a participant will receive such payment as would entitle him or her to receive the greatest after-tax benefit, even if it means that we pay the executive officer a lower aggregate payment so as to minimize or eliminate the potential excise tax imposed by Section 4999 of the Code. For a summary of the material terms and conditions of the executive change in control and severance policy, as well as an estimate of the amounts payable to our Named Executive Officers under their respective participation agreements, see “—Potential Payments upon Termination or Change in Control” below. A copy of the Amended and Restated Change in Control and Severance Policy is filed as an exhibit to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

  56. Derivatives Trading, Hedging, and Pledging Policies

    Derivatives Trading, Hedging, and Pledging Policies Under our insider trading policy, our employees, including our executive officers, and the non-employee members of our Board are prohibited from engaging in short sales, trading in derivative securities (other than stock options, RSU awards, and other compensatory awards granted to such individuals by us) or engaging in hedging transactions, pledging our securities as collateral for a loan (except for, in the case of our executive officers and the non-employee members of our Board and only with respect to pledging, with a waiver of this prohibition from our Chief Legal Officer and the chair of our Nominating and Corporate Governance Committee), and holding our securities in a margin account.

  57. Taxation of Nonqualified Deferred Compensation

    Taxation of Nonqualified Deferred Compensation Section 409A of the Code requires that amounts that qualify as “nonqualified deferred compensation” satisfy requirements with respect to the timing of deferral elections, timing of payments, and certain other matters. Generally, the compensation committee intends to administer our executive compensation program and design individual compensation elements, as well as the compensation plans and arrangements for our employees generally, so that they are either exempt from, or satisfy the requirements of, Section 409A. From time to time, we may be required to amend some of our compensation plans and arrangements to ensure that they are either exempt from, or compliant with, Section 409A.

  58. Taxation of “Parachute” Payments

    Taxation of “Parachute” Payments Sections 280G and 4999 of the Code provide that executive officers and the non-employee members of our Board who hold significant equity interests and certain other service providers may be subject to additional excise taxes if they receive payments or benefits in connection with a change in control of Upstart that exceeds certain prescribed limits, and that we (or a successor) may forfeit a deduction on the amounts subject to this additional tax. We did not provide any executive officer, including any Named Executive Officer, with a “gross-up” or other tax payment or reimbursement for any tax liability that he or she might owe as a result of the application of Sections 280G or 4999 during 2023 and we have not agreed and are not otherwise obligated to provide any executive officer, including any Named Executive Officer, with such a “gross-up” or other payment or reimbursement.

  59. Accounting for Stock-Based Compensation

    Accounting for Stock-Based Compensation The compensation committee takes accounting considerations into account in designing compensation plans and arrangements for our executive officers and other employees. Chief among these is FASB ASC Topic 718, the standard which governs the accounting treatment of stock-based compensation awards. FASB ASC Topic 718 requires us to recognize in our financial statements all share-based payment awards to employees, including grants of options to purchase shares of our common stock and RSU awards that may be settled for shares of our common stock to our executive officers, based on their fair values. With respect to stock options, the application of FASB ASC Topic 718 involves significant amounts of judgment in the determination of inputs into the Black-Scholes valuation model that we use to determine the fair value of stock options. These inputs include assumptions as to the volatility of the underlying stock, risk free interest rates, and the expected life (term) of the options. We review our valuation assumptions at each grant date, and, as a result, our valuation assumptions used to value stock options granted in future periods may vary from the valuation assumptions we have used previously. FASB ASC Topic 718 also requires us to recognize the compensation cost of our share-based payment awards in our income statement over the period that an employee, including our executive officers, is required to render service in exchange for the award (which, generally, will correspond to the award’s vesting schedule). This compensation expense is also reported in the compensation tables below, even though recipients may never realize any value from their equity awards.

  60. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table provides information regarding the compensation earned by or paid to our named executive officers. Compensation information is provided for our CEO, CFO and CTO for the fiscal years ended December 31, 2023, 2022 and 2021. Compensation information for our Chief Legal Officer and Corporate Secretary is provided for the fiscal years ended December 31, 2023 and 2022.

  61. 2023 Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Option Awards ($)(1) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Dave Girouard(4) | 2023 | 460,000 | — | 6,448,630 | — | 207,000 | — | 7,115,630 | | Chief Executive Officer | 2022 | 460,000 | — | 4,744,281 | 4,404,924 | — | — | 9,609,205 | | | 2021 | 455,000 | — | 7,830,650 | 6,670,283 | —(5) | — | 14,955,933 | | Sanjay Datta | 2023 | 425,000 | — | 2,550,012 | 2,552,518 | 210,551 | 3,417 | 5,741,498 | | Chief Financial Officer | 2022 | 410,000 | — | 3,628,870 | 7,354,996 | 123,000 | 4,500 | 11,521,367 | | | 2021 | 409,167 | — | 3,739,216 | 3,183,615 | 591,000 | 2,250 | 7,925,248 | | Paul Gu(4) | 2023 | 425,000 | — | 2,548,468 | 2,552,518 | 194,195 | 4,500 | 5,724,681 | | Chief Technology Officer | 2022 | 80,833 | — | — | 51,760,676(6) | — | 4,500 | 51,846,009 | | | 2021 | 409,167 | — | 3,739,216 | 3,183,615 | 591,000 | 2,250 | 7,925,248 | | Scott Darling(7) | 2023 | 410,000 | 92,603(9) | — | — | 180,656 | 4,500 | 687,759 | | Chief Legal Officer and Corporate Secretary | 2022 | 37,583(8) | 7,397(9) | 3,088,742 | 2,619,120 | — | — | 5,752,842 |

  62. 2023 Summary Compensation Table

    | (1) The dollar value of the RSU awards shown in the “Stock Awards” column represents the grant date fair value calculated on the basis of the fair market value of the underlying shares of common stock on the grant date in accordance with FASB ASC Topic 718; provided that the dollar value of the performance-based restricted stock units granted to Mr. Gu in 2022 represents the grant date fair value calculated on the basis of a Monte Carlo simulation pursuant to assumptions set forth in note 9 to our consolidated financial statements included in our Annual Report on Form 10-K filed on February 17, 2023. The dollar value of the stock option awards shown in the “Option Awards” column represents the grant date fair value calculated in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant-date fair value of the stock options reported in the “Option Awards” column are set forth in the notes to our consolidated financial statements included in our Annual Report on Form 10-K filed on February 15, 2024. The actual value that the named executive officer will realize on each RSU or option award will depend on the price per share of our shares of common stock at the time shares underlying the RSUs or options are sold. Accordingly, these amounts do not necessarily correspond to the actual value recognized or that may be recognized by our named executive officers. |

  63. 2023 Summary Compensation Table

    | (2) The amounts reported for 2023 represent the amounts earned by the named executive officers in calendar year 2023 under Upstart’s 2023 Bonus Plan, as described in more detail in the section titled “Compensation Discussion and Analysis – Target Bonus Opportunities.” The amounts reported for 2022 and 2021 represent the amounts earned by the named executive officers in calendar years 2022 and 2021 under Upstart’s 2022 Bonus Plan and Upstart’s 2021 Bonus Plan, respectively. |

  64. 2023 Summary Compensation Table

    | (3) The amounts reflect employer matching contributions under our Section 401(k) plan. |

  65. 2023 Summary Compensation Table

    | (4) Mr. Girouard and Mr. Gu serve on our Board but are not paid additional compensation for their service on our Board. |

  66. 2023 Summary Compensation Table

    | (5) Mr. Girouard declined a bonus in 2021 so that the money could be reinvested in Upstart. |

  67. 2023 Summary Compensation Table

    | (6) As discussed in the section titled “Compensation Discussion and Analysis – Long-Term Incentive Compensation – 2023 Equity Awards,” Mr. Gu’s Performance Award was canceled in 2023, so Mr. Gu will never benefit from it, despite the requirement that it be disclosed. |

  68. 2023 Summary Compensation Table

    | (7) Mr. Darling was appointed as Chief Legal Officer and Corporate Secretary, effective as of December 5, 2022. |

  69. 2023 Summary Compensation Table

    | (8) The amount reflects the prorated salary that Mr. Darling earned in 2022. Mr. Darling’s annual salary is $410,000. |

  70. 2023 Summary Compensation Table

    | (9) The amounts reflect the prorated signing bonus that Mr. Darling earned in 2022 and 2023. Mr. Darling received a signing bonus in the amount of $100,000 when he joined Upstart in 2022. If Mr. Darling’s employment with the Company was terminated voluntarily during a 12-month period from the start date of his employment, Mr. Darling would have been required to repay a prorated portion of the signing bonus to the Company. The 12-month period expired in 2023. |

  71. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards The following table presents information regarding the incentive awards granted to the named executive officers for 2023.

  72. 2023 Grants of Plan-Based Awards

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Exercise or Base Price of Option Awards ($/sh)(2) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | Name | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Dave Girouard | — | 3/16/2023 | — | 460,000 | 920,000 | — | — | — | — | — | — | — | | | 3/17/2023(4) | 2/24/2023 | — | — | — | — | — | — | — | 806,704 | 15.23 | 6,448,630 | | Sanjay Datta | — | 3/16/2023 | — | 318,750 | 637,500 | — | — | — | — | — | — | — | | | 3/17/2023(5) | 2/24/2023 | — | — | — | — | — | — | 167,598 | — | — | 2,552,518 | | | 3/17/2023(4) | 2/24/2023 | — | — | — | — | — | — | — | 318,436 | 15.23 | 2,550,012 | | Paul Gu | — | 3/16/2023 | — | 318,750 | 637,500 | — | — | — | — | — | — | — | | | 3/17/2023(5) | 2/24/2023 | — | — | — | — | — | — | 167,598 | — | — | 2,552,518 | | | 3/17/2023(4) | 2/24/2023 | — | — | — | — | — | — | — | 318,436 | 15.23 | 2,548,468 | | Scott Darling | — | 3/16/2023 | — | 307,500 | 615,000 | — | — | — | — | — | — | — |

  73. 2023 Grants of Plan-Based Awards

    | (1) Amounts in the “Estimated Payouts Under Non-Equity Incentive Plan Awards” columns relate to cash incentive opportunities under our 2023 Bonus Plan based upon the combined achievement of individual and corporate performance goals over fiscal year 2023. Under the 2023 Bonus Plan, payments are determined by multiplying each participant’s target bonus by (i) a factor determined by individual performance, capped at 200%, and (ii) a factor determined by the achievement of the corporate performance goals, capped at 200%. The actual amounts paid to our named executive officers are set forth in the “2023 Summary Compensation Table” above, and the calculation of the actual amounts paid is discussed more fully in the section titled “Compensation Discussion and Analysis – Target Annual Cash Bonus Opportunities.” |

  74. 2023 Grants of Plan-Based Awards

    | (2) The exercise price of the stock options is the closing price of our common stock on the date of grant. |

  75. 2023 Grants of Plan-Based Awards

    | (3) The dollar value of the RSU awards shown in the “Stock Awards” column represents the grant date fair value calculated on the basis of the fair market value of the underlying shares of common stock on the grant date in accordance with FASB ASC Topic 718. The dollar value of the stock option awards shown in the “Option Awards” column represents the grant date fair value calculated in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the stock options reported in the “Option Awards” column are set forth in the notes to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 as filed with the SEC on February 15, 2024. The actual value that the named executive officer will realize on each RSU or option award will depend on the price per share of our shares of common stock at the time shares underlying the RSUs or options are sold. Accordingly, these amounts do not necessarily correspond to the actual value recognized or that may be recognized by our named executive officers. |

  76. 2023 Grants of Plan-Based Awards

    | (4) One-forty eighth of the shares subject to the option shall vest on March 20, 2023 and each one-month period thereafter, subject to continued service with us through each such date. |

  77. 2023 Grants of Plan-Based Awards

    | (5) These securities are RSUs. Each RSU represents a contingent right to receive one share of our common stock. One-sixteenth of the RSUs shall vest on May 20, 2023 and each three-month period thereafter, subject to continued service with us through each such date. |

  78. Outstanding Equity Awards at 2023 Year-End

    Outstanding Equity Awards at 2023 Year-End The following table presents information regarding outstanding equity awards held by our named executive officers as of December 31, 2023.

  79. Outstanding Equity Awards at 2023 Year-End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date(1) | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($)(2) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | Dave Girouard | 9/20/2016 | 1,251,745 | — | 0.83 | 9/20/2026 | — | — | — | — | | | 11/6/2020 | 550,000 | — | 18.44 | 11/6/2030 | — | — | — | — | | | 3/20/2021(4) | 91,273 | 15,213 | 125.28 | 3/20/2031 | — | — | — | — | | | 3/20/2021(5) | — | — | — | — | 10,649 | 435,118 | — | — | | | 2/20/2022(6) | — | 74,515 | 130.05 | 2/20/2032 | — | — | — | — | | | 2/20/2022(7) | — | — | — | — | 33,871 | 1,383,969 | — | — | | | 3/17/2023(8) | 168,063 | 638,641 | 15.23 | 3/17/2033 | — | — | — | — | | Sanjay Datta | 12/28/2016 | 602,607 | — | 1.35 | 12/28/2026 | — | — | — | — | | | 12/28/2016 | 18,739 | — | 1.35 | 12/28/2026 | — | — | — | — | | | 12/18/2017 | 100,000 | — | 2.15 | 12/18/2027 | — | — | — | — | | | 3/29/2019 | 150,000 | — | 3.80 | 3/29/2029 | — | — | — | — | | | 1/31/2020 | 200,000 | — | 8.88 | 1/31/2030 | — | — | — | — | | | 3/20/2021(4) | 43,563 | 7,261 | 125.28 | 3/20/2031 | — | — | — | — | | | 3/20/2021(5) | — | — | — | — | 5,083 | 207,691 | — | — | | | 2/20/2022(6) | — | 57,027 | 130.05 | 2/20/2032 | — | — | — | — | | | 2/20/2022(7) | — | — | — | — | 25,922 | 1,059,173 | — | — | | | 11/30/2022(9) | — | — | — | — | 101,889 | 4,163,185 | — | — | | | 3/17/2023(8) | 66,340 | 252,096 | 15.23 | 3/17/2033 | — | — | — | — | | | 3/17/2023(10) | — | — | — | — | 136,174 | 5,564,070 | — | — | | Paul Gu | 6/19/2014 | 10,000 | — | 0.43 | 6/19/2024 | — | — | — | — | | | 1/14/2015 | 200,000 | — | 0.60 | 1/14/2025 | — | — | — | — | | | 12/18/2015 | 250,000 | — | 1.17 | 12/18/2025 | — | — | — | — | | | 6/24/2016 | 300,000 | — | 1.17 | 6/24/2026 | — | — | — | — | | | 12/18/2017 | 130,792 | — | 2.15 | 12/18/2027 | — | — | — | — | | | 3/29/2019 | 137,500 | — | 3.80 | 3/29/2029 | — | — | — | — | | | 1/31/2020 | 200,000 | — | 8.88 | 1/31/2030 | — | — | — | — | | | 3/20/2021(4) | 43,563 | 7,261 | 125.28 | 3/20/2031 | — | — | — | — | | | 3/20/2021(5) | — | — | — | — | 5,083 | 207,691 | — | — | | | 11/30/2022(11) | — | — | — | — | 126,329 | 5,161,803 | — | — | | | 3/17/2023(8) | 66,340 | 252,096 | 15.23 | 3/17/2033 | — | — | — | — | | | 3/17/2023(10) | — | — | — | — | 136,174 | 5,564,070 | — | — |

  80. Outstanding Equity Awards at 2023 Year-End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date(1) | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($)(2) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | Scott Darling | 12/31/2022(12) | 98,964 | 326,896 | 13.22 | 12/31/2032 | — | — | — | — | | | 12/31/2022(13) | — | — | — | — | 148,589 | 6,071,347 | — | — |

  81. Outstanding Equity Awards at 2023 Year-End

    | (1) Each of the outstanding equity awards listed in the table above was granted pursuant to our 2012 Equity Incentive Plan or 2020 Equity Incentive Plan. |

  82. Outstanding Equity Awards at 2023 Year-End

    | (2) This column represents the fair market value of a share of our common stock on the grant date, as determined in accordance with our 2012 Equity Incentive Plan or 2020 Equity Incentive Plan, as applicable. |

  83. Outstanding Equity Awards at 2023 Year-End

    | (3) These columns represent the market value of a share of our common stock underlying the RSUs as of December 29, 2023, based on the closing price of our common stock of $40.86 per share. |

  84. Outstanding Equity Awards at 2023 Year-End

    | (4) One-fourteenth of the shares subject to the option shall vest on January 20, 2023 and each one-month period thereafter, subject to continued service with us through each such date. |

  85. Outstanding Equity Awards at 2023 Year-End

    | (5) These securities are RSUs. Each RSU represents a contingent right to receive one share of our common stock. One-fifth of the RSUs shall vest on February 20, 2023 and each three-month period thereafter, subject to continued service with us through each such date. |

  86. Outstanding Equity Awards at 2023 Year-End

    | (6) One-twelfth of the shares subject to the option shall vest on March 20, 2024 and each one-month period thereafter, subject to continued service with us through each such date. |

  87. Outstanding Equity Awards at 2023 Year-End

    | (7) These securities are RSUs. Each RSU represents a contingent right to receive one share of our common stock. One-fourth of the RSUs shall vest on May 20, 2024 and each three-month period thereafter, subject to continued service with us through each such date. |

  88. Outstanding Equity Awards at 2023 Year-End

    | (8) One-forty eighth of the shares subject to the option shall vest on March 20, 2023 and each one-month period thereafter, subject to continued service with us through each such date. |

  89. Outstanding Equity Awards at 2023 Year-End

    | (9) These securities are RSUs. Each RSU represents a contingent right to receive one share of our common stock. 12.5% of the RSUs shall vest on February 20, 2023 and each three-month period thereafter in 2023, 7.5% of the RSUs shall vest on February 20, 2024 and each three-month period thereafter in 2024, and 5% of the RSUs shall vest on February 20, 2025 and each three-month period thereafter in 2025, subject to continued service with us through each such date. |

  90. Outstanding Equity Awards at 2023 Year-End

    | (10) These securities are RSUs. Each RSU represents a contingent right to receive one share of our common stock. One-sixteenth of the RSUs shall vest on May 20, 2023 and each three-month period thereafter, subject to continued service with us through each such date. |

  91. Outstanding Equity Awards at 2023 Year-End

    | (11) These securities are RSUs. Each RSU represents a contingent right to receive one share of our common stock. 11.25% of the RSUs shall vest on February 20, 2023 and each three-month period thereafter in 2023, 8.75% of the RSUs shall vest on February 20, 2024 and each three-month period thereafter in 2024, and 5% of the RSUs shall vest on February 20, 2025 and each three-month period thereafter in 2025, subject to continued service with us through each such date. |

  92. Outstanding Equity Awards at 2023 Year-End

    | (12) One forty-eighth of the shares subject to the option shall vest on January 20, 2023 and each one-month period thereafter, subject to continued service with us through each such date. |

  93. Outstanding Equity Awards at 2023 Year-End

    | (13) These securities are RSUs. Each RSU represents a contingent right to receive one share of our common stock. One-sixteenth of the RSUs shall vest on February 20, 2023 and each three-month period thereafter, subject to continued service with us through each such date. |

  94. Option Exercises and Stock Vested in 2023

    Option Exercises and Stock Vested in 2023 The following table sets forth the number of shares of common stock acquired during 2023 by our named executive officers upon the exercise of stock options or upon the vesting of RSUs, as well as the value realized upon such equity award transactions.

  95. Option Exercises and Stock Vested in 2023

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Dave Girouard | — | — | 42,594 | 1,054,627 | | Sanjay Datta | 89,900 | 1,330,504(2) | 153,641 | 3,871,619 | | Paul Gu | 120,000 | 3,561,698 | 155,113 | 3,908,066 | | Scott Darling | 10,000 | 275,842 | 49,529 | 1,226,345 |

  96. Option Exercises and Stock Vested in 2023

    | (1) The aggregate value realized is the product of the number of shares of stock subject to the exercised option multiplied by the difference between the market price of our common stock at the time of exercise and the exercise price of the option. |

  97. Option Exercises and Stock Vested in 2023

    | (2) Less than all shares received upon exercise have been sold, and therefore Mr. Datta has not received the full amount listed with respect to the shares acquired upon exercise. |

  98. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control Pursuant to our Executive Change in Control and Severance Policy, as amended (the “CIC Policy”), if, within the three-month period prior to, or the 12-month period following, a “change in control” (as defined in the CIC Policy) (the “Change in Control Period”), we terminate the employment of an executive without “cause” (excluding death or disability) or the executive resigns for “good reason” (as such terms are defined in the CIC Policy), and within 60 days following such termination, the executive executes a waiver and release of claims in our favor that becomes effective and irrevocable (the “Release Requirement”), the executive will be entitled to receive: (i) a lump sum payment equal to 12 months of the executive’s then current annual base salary, (ii) a lump sum payment equal to 100% of the executive’s target annual bonus amount for the year of termination , (iii) reimbursement of premiums to maintain group health insurance continuation benefits pursuant to “COBRA” for the executive and the executive’s respective eligible dependents for up to 12 months, and (iv) vesting acceleration as to 100% of the then-unvested shares subject to each of the executive’s then outstanding equity awards (and in the case of awards with performance vesting, unless the applicable award agreement governing such award provides otherwise, all performance goals and other vesting criteria will be deemed achieved at target or as earned (determined on a pro rata basis)) if greater; provided that if an executive’s termination occurs prior to the 12-month anniversary of the start date with us, any payment, reimbursement or vesting acceleration described in clauses (i) through (iv) are prorated based on days of service of such executive during the applicable period. Pursuant to the CIC Policy, if, outside of the Change in Control Period, we terminate the employment of an executive without “cause” (excluding death or disability) or the executive resigns for “good reason” (as such terms are defined in the CIC Policy), and the executive satisfies the Release Requirement, the executive is entitled to receive: (i) continuing payments of severance pay at a rate equal to the executive’s then current annual base salary for up to 12 months (or such shorter period as set forth in the applicable executive’s CIC Policy participation agreement), and (ii) payment of premiums to maintain group health insurance continuation benefits pursuant to “COBRA” for the executive and the executive’s respective eligible dependents for up to 12 months (or such shorter period as set forth in the applicable executive’s CIC Policy participation agreement); provided that if an executive’s termination occurs prior to the 12-month anniversary of the executive’s start date with us, the length of the applicable period under clauses (i) and (ii) is reduced by 50%. Pursuant to the CIC Policy, in the event any payment to an executive would be subject to the excise tax imposed by Section 4999 of the Code (as a result of a payment being classified as a parachute payment under Section 280G of the Code), the executive will receive such payment as would entitle the executive to receive the greatest after-tax benefit, even if it means that we pay the executive a lower aggregate payment so as to minimize or eliminate the potential excise tax imposed by Section 4999 of the Code. The following table describes the potential payments that would have been provided to each of our named executive officers pursuant to the CIC Policy in the event that they were terminated without “cause” (excluding death or disability) or resigned for “good reason” (as such terms are defined in the CIC Policy) outside of, and within the Change in Control Period, assuming such termination occurred on December 31, 2023 and the Release Requirement was satisfied.

  99. Potential Payments upon Termination or Change in Control

    | | Termination without Cause or Resignation for Good Reason Outside of the Change in Control Period | | | Termination without Cause or Resignation for Good Reason Within the Change in Control Period | | | | | | Named Executive Officer | Salary Severance ($) | Value of Continued Health Coverage ($)(1) | Total ($) | Salary Severance ($) | Bonus Severance ($) | Value of Continued Health Coverage ($)(1) | Value of Equity Acceleration ($)(2) | Total ($) | | Dave Girouard | 460,000 | 29,070 | 489,070 | 460,000 | 460,000 | 29,070 | 18,187,456 | 19,136,526 | | Sanjay Datta | 425,000 | 29,070 | 454,070 | 425,000 | 318,750 | 29,070 | 17,455,339 | 18,228,159 | | Paul Gu | 425,000 | 28,614 | 453,614 | 425,000 | 318,750 | 28,614 | 17,394,784 | 18,167,149 | | Scott Darling | 410,000 | 29,070 | 439,070 | 410,000 | 307,500 | 29,070 | 15,106,752 | 15,853,322 |

  100. Potential Payments upon Termination or Change in Control

    | (1) The amounts reported in these columns represent estimates of the premiums to maintain group health insurance continuation benefits pursuant to COBRA for the executive and the executive’s respective eligible dependents for 12 months. The amounts presented are based on estimates for maintaining group health insurance continuation benefits under our 2023 health insurance plans. |

  101. Potential Payments upon Termination or Change in Control

    | (2) The value of the accelerated RSUs in this table are calculated by multiplying the number of shares subject to acceleration by the closing price of our common stock on December 29, 2023, which was $40.86 per share. The value of the accelerated stock options is calculated by multiplying (x) the number of shares subject to acceleration for each stock option by (y) the closing price per share minus the applicable exercise price per share. |

  102. Pay Ratio Analysis

    Pay Ratio Analysis Pursuant to Item 402(u) of Regulation S-K, we are required to disclose the ratio of the annual total compensation of our principal executive officer to the median of the annual total compensation of all our employees (except our principal executive officer). During 2023, the principal executive officer of the Company was our CEO, Mr. Girouard. For 2023, Mr. Girouard’s annual total compensation, as disclosed in the 2023 Summary Compensation Table, was $7,115,630 and the median of the annual total compensation of all our employees was $191,700, resulting in a pay ratio of approximately 37:1. In accordance with Item 402(u) of Regulation S-K, we identified the median employee as of December 1, 2023 by (i) aggregating for each applicable employee (A) annual base salary for salaried employees (or hourly rate multiplied by the estimated annual work schedule, for hourly employees), (B) the target annual incentive compensation and (C) the estimated grant date fair value for employee equity awards granted in 2023 in accordance with FASB ASC Topic 718, as of December 1, 2023 and (ii) ranking this compensation measure for our employees from lowest to highest. We annualized the compensation of permanent employees that worked for less than the full year. This calculation was performed for all employees of the Company as of December 1, 2023, excluding Mr. Girouard. After identifying the median employee, we calculated annual total compensation for the median employee according to the methodology used to report the annual compensation of our Named Executive Officers in the Summary Compensation Table. The pay ratio documented above is calculated in a manner consistent with SEC rules based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Therefore, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios. As a result, and as explained by the SEC when it adopted these rules, in considering the pay ratio disclosure, stockholders should keep in mind that the rule was not designed to facilitate comparisons of pay ratios among different companies, even companies within the same industry, but rather to allow stockholders to better understand and assess each particular company’s compensation practices and pay ratio disclosures.

  103. Pay Versus Performance

    Pay Versus Performance The following table sets forth the compensation for Dave Girouard, our CEO and principal executive officer (“PEO”), and the average compensation for our non-PEO Named Executive Officers (“non-PEO NEOs”) for 2023, 2022, 2021 and 2020 (each a “Covered Year”), both as reported in the Summary Compensation Table and with certain adjustments to reflect the “compensation actually paid” to such individuals, as calculated in accordance with rules adopted by the SEC. “Compensation actually paid” does not reflect amounts actually realized by our PEO and Non-PEO NEOs and may be higher or lower than amounts, if any, that are actually realized by such individuals. The table below also provides information for each Covered Year regarding our cumulative total shareholder return, the cumulative return of our peer group, our net income, and our revenue. Additional information regarding our compensation philosophy, the structure of our performance-based compensation programs, and compensation decisions made this year is described above in the section titled “Compensation Discussion and Analysis.”

  104. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO ($) (1)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($) (3)(4) | Average Compensation Actually Paid to Non-PEO NEOs ($) (2)(4) | Value of Initial Fixed $100 Investment Based on: | | Net Income ($) (7) | Revenue from Fees ($) (8) | | | | | | | Total Shareholder Return ($) (5) | Peer Group Total Shareholder Return ($) (6) | | | | 2023 | 7,115,630 | 26,075,312 | 4,051,313 | 17,583,239 | 138.65 | 161.22 | -240,132,000 | 560,431,000 | | 2022 | 9,609,205 | -36,246,416 | 17,850,370 | -13,737,932 | 44.86 | 102.14 | -108,665,000 | 907,272,000 | | 2021 | 14,955,933 | 70,383,703 | 5,973,651 | 44,035,528 | 513.40 | 142.25 | 135,443,000 | 801,275,000 | | 2020 | 8,763,722 | 15,940,686 | 1,844,759 | 14,340,553 | 138.28 | 105.74 | 5,983,000 | 228,600,000 |

  105. Pay Versus Performance

    | (1) Compensation actually paid does not mean that our PEO was actually paid those amounts in the listed year, but this is a dollar amount derived from the starting point of summary compensation table total compensation under the methodology prescribed under the SEC’s rules, as shown in the adjustment table below. |

  106. Pay Versus Performance

    | Adjustments to Determine PEO Compensation Actually Paid | 2023 | 2022 | 2021 | 2020 | | Summary Compensation Table Total for PEO ($) | 7,115,630 | 9,609,205 | 14,955,933 | 8,763,722 | | Minus Grant Date Fair Value of Equity Awards in Summary Compensation Table ($) | 6,448,630 | 9,149,205 | 14,500,933 | 8,030,055 | | Plus Year End Fair Value of Equity Awards Granted During Year That are Outstanding and Unvested at Fiscal Year End ($) | 19,629,347 | 504,006 | 16,209,314 | 14,563,308 | | Plus Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) | 1,945,989 | -17,983,049 | 27,295,026 | 0 | | Plus Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | 3,486,043 | 0 | 0 | 600,046 | | Plus Change in Fair Value between the End of the Prior Year and the Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year ($) | 346,933 | -19,227,374 | 26,424,363 | 43,665 | | Minus Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | 0 | 0 | 0 | 0 | | Compensation Actually Paid to PEO ($) | 26,075,312 | -36,246,416 | 70,383,703 | 15,940,686 |

  107. Pay Versus Performance

    | (2) For purposes of the adjustments to determine “compensation actually paid”, we computed the fair value of stock option awards and restricted stock units in accordance with FASB ASC Topic 718 as of the end of the relevant fiscal year, other than fair values of equity awards that vested in the Covered Year, which are valued as of the applicable vesting date. The valuation assumptions used in the calculation of such amounts are set forth in the notes to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 as filed with the SEC on February 15, 2024. The dollar value of Mr. Gu’s Performance Award in 2022 represents the grant date fair value calculated on the basis of a Monte Carlo simulation pursuant to assumptions set forth in the notes to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 as filed with the SEC on February 16, 2023. |

  108. Pay Versus Performance

    | (3) This figure is the average of the summary compensation table total compensation for the non-PEO NEOs in each listed year. The names of the non-PEO NEOs for each Covered Year are: for 2023, Sanjay Datta, Paul Gu and Scott Darling; for 2022, Sanjay Datta, Paul Gu, Scott Darling and Anna Counselman; for 2021, Sanjay Datta, Paul Gu, Anna Counselman and Alison Nicoll; and for 2020, Sanjay Datta and Paul Gu. |

  109. Pay Versus Performance

    | (4) This figure is the average of compensation actually paid for the non-PEO NEOs in each Covered Year. Compensation actually paid does not mean that these NEOs were actually paid those amounts in the listed |

  110. Pay Versus Performance

    | year, but this is a dollar amount derived from the starting point of summary compensation table total compensation under the methodology prescribed under the SEC’s rules, as shown in the adjustment table below. |

  111. Pay Versus Performance

    | Adjustments to Determine Average Non-PEO NEO Compensation Actually Paid | 2023 | 2022 | 2021 | 2020 | | Average Summary Compensation Table Total for Non-PEO NEOs ($) | 4,051,313 | 17,850,370 | 5,973,651 | 1,844,759 | | Minus Non-PEO NEO Average Grant Date Fair Value of Equity Awards in Summary Compensation Table ($) | 3,401,172 | 17,579,916 | 5,127,734 | 1,115,300 | | Plus Non-PEO NEO Average Year End Fair Value of Equity Awards Granted During Year That are Outstanding and Unvested at Fiscal Year End ($) | 8,877,708 | 3,077,834 | 5,730,938 | 6,787,258 | | Plus Non-PEO NEO Average Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) | 6,695,249 | -6,045,655 | 19,263,996 | 6,442,870 | | Plus Non-PEO NEO Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | 917,367 | 0 | 0 | 0 | | Plus Non-PEO NEO Average Change in Fair Value between the End of the Prior Year and the Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year ($) | 570,939 | -11,040,565 | 18,194,677 | 380,966 | | Minus Non-PEO NEO Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | 128,165 | 0 | 0 | 0 | | Average Compensation Actually Paid to Non-PEO NEOs ($) | 17,583,239 | -13,737,932 | 44,035,528 | 14,340,553 |

  112. Pay Versus Performance

    | (5) Total shareholder return is calculated by assuming that a $100 investment was made at the close of trading on the first full day of trading of our stock (December 16, 2020) and reinvesting all dividends until the last day of each reported fiscal year. |

  113. Pay Versus Performance

    | (6) The peer group used is the S&P Information Technology index, as used in the Company’s performance graph in our annual report. Total shareholder return is calculated by assuming that a $100 investment was made at the close of trading on the first full day of trading of our stock (December 16, 2020) and reinvesting all dividends until the last day of each reported fiscal year. |

  114. Pay Versus Performance

    | (7) The dollar amounts reported are the Company’s net income reflected in the Company’s audited financial statements. |

  115. Pay Versus Performance

    | (8) In the Company’s assessment, revenue from fees is the most important financial performance measure (other than stock price) used by the Company in 2023 to link compensation actually paid to performance. The dollar amounts reported are the Company’s revenue from fees reflected in the Company’s audited financial statements. |