DEF 14A of Happen, Inc., Apr 25, 2024

DEF 14A of Happen, Inc.

Filed Apr 25, 2024 · FY20230001409970-24-000017

Open on EDGAR

  1. Meetings and Attendance

    Meetings and Attendance In 2023, the Board held 9 meetings. Each director attended at least 75% of the aggregate of (i) the total number of meetings of our Board held during the period for which he or she has been a director and (ii) the total number of meetings held by all committees of our Board on which he or she served during the periods that he or she served. Although we do not have a formal policy regarding annual meeting attendance by members of our Board, we encourage our directors to attend. Eight of our ten directors attended our 2023 Annual Meeting of Stockholders. In addition, each member of our Board is also a board member of our banking subsidiary, LendingClub Bank. In 2023, LendingClub Bank held a total of 58 meetings of the board or meetings of committees of the board. Each director attended at least 75% of the aggregate of (i) the total number of meetings of the board of LendingClub Bank during the period for which he or she has been a director and (ii) the total number of meetings held by all committees of the board of LendingClub Bank on which he or she served during the periods that he or she served. Often, in conjunction with the regularly scheduled meetings of the Board, the independent directors also meet in executive sessions outside the presence of management. The independent Chairman of our Board, among other responsibilities, presides over such meetings.

  2. Information Regarding Our Directors

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

  3. Information Regarding Our Directors

    | Director Nominees | Class | Age | Position | Director Since | Current Term Expires | Expiration of Term for Which Nominated | | Faiz Ahmad(1)(2)(3) | I | 52 | Director | 2022 | 2024 | 2027 | | Allan Landon(2)(4)(5) | I | 76 | Director | 2021 | 2024 | 2027 | | Timothy Mayopoulos(1)(5) | I | 65 | Director | 2016 | 2024 | 2027 | | Continuing Directors | | | | | | | | Stephen Cutler(1)(4) | II | 62 | Director | 2023 | 2025 | — | | John C. (Hans) Morris(3)(5) | II | 65 | Director | 2013 | 2025 | — | | Kathryn Reimann(1)(4) | III | 67 | Director | 2022 | 2026 | — | | Scott Sanborn | III | 54 | CEO and Director | 2016 | 2026 | — | | Erin Selleck(1)(4)(5) | II | 67 | Director | 2021 | 2025 | — | | Janey Whiteside(2)(3) | II | 52 | Director | 2023 | 2025 | — | | Michael Zeisser(2)(3) | III | 59 | Director | 2019 | 2026 | — |

  4. Information Regarding Our Directors

    (1)Member of the Operational Risk Committee (2)Member of the Compensation Committee (3)Member of the Nominating and Corporate Governance Committee (4)Member of the Audit Committee (5)Member of the Credit Risk and Finance Committee Note that under Proposal Four of this Proxy Statement, we are proposing to amend and restate our Restated Certificate of Incorporation, as amended (the “Restated Certificate of Incorporation”), to provide that any director elected to the Board after the date of the Annual Meeting be elected for a term expiring at the next annual meeting of stockholders following his or her election.

  5. Nominees for Director

    Nominees for Director Faiz Ahmad joined our Board in August 2022. From August 2022 to March 2024, Mr. Ahmad served as Chief Commercial Officer of YETI Holdings, Inc. Prior to joining YETI, Mr. Ahmad was CEO, Direct-to-Consumer from June 2020 to July 2022 and Chief Digital Services Officer from September 2019 to June 2020 at Optum, a subsidiary of United Health Group, where he led the creation and go-to-market strategy for Optum’s direct to consumer digital health marketplace for care and pharmacy needs. He also served as Senior Director and Global Head for the Apple Online Store and Apple Retail Market Development for Apple Inc. from February 2015 to August 2019, where he was responsible for the growth strategy, including customer acquisition and affinity programs, for Apple’s retail markets. He also held leadership positions at Delta Airlines, and, in his last role as Managing Director, managed Delta’s digital and customer facing touch points while overseeing the overall digital strategy, global business development, product roadmaps and experience design. Mr. Ahmad received his Master of Business Administration from Emory University and graduated from the Manipal Institute of Technology in India with a Bachelor of Engineering. Mr. Ahmad was chosen as a member of our Board because of his extensive experience in leveraging technology to transform the customer experience for consumer brands. Allan Landon joined our Board in February 2021. Since June 2011, Mr. Landon has served in various capacities at the University of Utah, including Innovation Advisor, Assistant Dean and Adjunct Professor at the David Eccles School of Business. His teachings cover business leadership and banking courses and help develop experiential learning programs. He also directs the Utah Center for Financial Services. From July 2011 to July 2018, Mr. Landon was Operating Partner at Community BanCapital and CBC Management GP, an Investment Management company. From 2004 to 2010, Mr. Landon served as Chairman and Chief Executive Officer of Bank of Hawaii. Before joining Bank of Hawaii, Mr. Landon was the Chief Financial Officer of First American Bank. Earlier Mr. Landon was a Certified Public Accountant (CPA) and partner with Ernst & Young, serving public and privately-owned community, regional banks and other financial institutions. Mr. Landon is a member of the Boards of Directors of Electronic Caregiver, Inc., and previously served on the Board of Directors of State Farm Mutual Automobile Insurance and Whistic, Inc. Mr. Landon holds a B.S. from Iowa State University. Mr. Landon was chosen to serve on our Board because of his extensive experience in the banking and financial services industry. Timothy J. Mayopoulos joined our Board in August 2016. Since October 2023, Mr. Mayopoulos has served as CEO of Power Forward Communities, a nonprofit dedicated to decarbonizing American homes. During March 2023, Mr. Mayopoulos served as President and CEO of Silicon Valley Bridge Bank, N.A. From January 2019 to March 2023, Mr. Mayopoulos served as President of Blend Labs, Inc., a publicly traded enterprise software company making consumer lending simpler, faster and safer. From 2012 to 2018, Mr. Mayopoulos served as President and Chief Executive Officer of Fannie Mae, one of the largest providers of mortgage credit in the United States. Mr. Mayopoulos joined Fannie Mae in 2009 in the wake of the financial crisis. He initially served as Fannie Mae’s General Counsel, and in 2010 was named Chief Administrative Officer. He was promoted to CEO in June 2012, and, in that role, led the company’s support of the U.S. housing market and its efforts to create a better housing finance system for the future. Before joining Fannie Mae, Mr. Mayopoulos was General Counsel of Bank of America, held senior management positions at Donaldson, Lufkin & Jenrette, Credit Suisse First Boston and Deutsche Bank, and practiced law at Davis Polk & Wardwell. Mr. Mayopoulos is a member of the Boards of Directors of Blend Labs, Inc., Science Applications International Corporation (SAIC), Valon Technologies, Inc. and Bilt Technologies, Inc. He is a graduate of Cornell University and New York University School of Law. Mr. Mayopoulos was chosen to serve on our Board because of his extensive experience in the financial, legal and regulatory sectors.

  6. Continuing Directors

    Continuing Directors Stephen Cutler joined our Board in March 2023. Since January 2023, Mr. Cutler has served as Of Counsel at Simpson Thacher & Bartlett LLP. From April 2018 to January 2023, Mr. Cutler was a Partner at Simpson Thacher & Bartlett LLP, and previously served as Global Head of the firm’s Government and Internal Investigations Practice. Prior to joining Simpson Thacher, Mr. Cutler was Vice Chairman from 2016 to 2018 and General Counsel from 2007 to 2016 of JPMorgan Chase & Co. Earlier in his career, Mr. Cutler served as Director of the SEC’s Division of Enforcement from 2001 to 2005. Mr. Cutler also serves on the board of The Metropolitan Museum of Art and previously served on the boards of the Financial Industry Regulatory Authority (FINRA) and the National Women’s Law Center. Mr. Cutler received his B.A., summa cum laude, from Yale University and his J.D. from Yale Law School, where he was an editor of the Yale Law Journal. Mr. Cutler was chosen to serve on our Board because of his extensive experience in the banking, legal and regulatory sectors. John C. (Hans) Morris joined our Board in February 2013. Mr. Morris is the managing partner of Nyca Partners, a venture capital company focused on fintech established in 2014. From January 2010 until January 2014, he served as a managing director and special advisor at General Atlantic, a growth equity firm. Mr. Morris was previously President of Visa, Inc. from 2007 to 2009. Prior to Visa, Mr. Morris spent 27 years at Citigroup, Inc., a banking and financial services company, and its predecessor companies in various leadership positions, with his final position as Chief Financial Officer and Head of Finance, Technology and Operations for Citi Markets and Banking. Mr. Morris also serves on the board of directors of several privately held companies, and previously served on the boards of directors of Payoneer Global Inc. from 2011 until 2023, AvidXchange Holdings, Inc. from 2015 until 2022, and KCG Holdings, Inc. from 2013 until 2017. Mr. Morris holds a B.A. in government from Dartmouth College. Mr. Morris was chosen to serve on our Board because of his extensive experience in the banking and financial services industry and his financial expertise. Kathryn Reimann joined our Board in August 2022. Since September 2023, Ms. Reimann has served as a lecturer at University of Miami Law School on ethics and compliance topics. Further, since September 2021, Ms. Reimann has served as a Senior Advisor at Oliver Wyman specializing in regulatory compliance and risk management, regulatory policy, governance and ethics matters. She has also served as an Adjunct Professor and Senior Fellow in the Program on Corporate Compliance & Enforcement at New York University School of Law since December 2019 and a regulatory advisor to Hummingbird Regtech since January 2020. She previously served as a Senior Managing Director of Treliant from August 2018 to October 2019 and as Chief Compliance Officer and Managing Director for Citibank NA and Citi’s Global Consumer Banking business from August 2006 to July 2018. Earlier, she served as Global Compliance Head and Managing Counsel of American Express and as Chief Compliance Officer at Lehman Brothers. She was elected to the American Law Institute in 2016 and serves as an advisor on their compliance principles project. She holds an A.B. from Princeton University’s Woodrow Wilson School of Public and International Affairs and a J.D. from New York University School of Law. Ms. Reimann was chosen as a member of our Board because of her extensive experience with consumer financial regulation, bank governance and compliance risk management. Scott Sanborn has served as our Chief Executive Officer and as a member of our Board since June 2016. Mr. Sanborn previously served as our President from April 2016 to May 2017, Chief Operating and Marketing Officer from April 2013 to March 2016 and Chief Marketing Officer from May 2010 to March 2013. From November 2008 to February 2010, Mr. Sanborn served as the Chief Marketing and Revenue Officer for eHealthInsurance, an e-commerce company. Mr. Sanborn holds a B.A. from Tufts University. Mr. Sanborn has significant executive and leadership experience and has been a driver of our strategy and growth for nearly 10 years and instrumental in transforming the Company from a small privately held company to a publicly traded company and industry leader. Mr. Sanborn was chosen as a member of our Board because of the perspective he brings as Chief Executive Officer and his experience with and knowledge of our Company and the fintech industry. Erin Selleck joined our Board in February 2021. Prior to her retirement in 2014, Ms. Selleck served as Senior Executive Vice President and Treasurer for MUFG Union Bank, a key subsidiary of Japan’s Mitsubishi UFJ Financial Group (MUFG), one of the world’s largest financial organizations. Her accomplishments at Union Bank include successfully guiding the bank through the 2008 financial crisis, growing the bank’s balance sheet, and navigating an increasingly challenging economic and regulatory environment in the banking industry. Before joining MUFG Union Bank, Ms. Selleck served as Vice President and Manager in Corporate Treasury at Bank of America. Ms. Selleck served on the board of Broadway Financial Corp/Broadway Federal Bank from 2015 until March 2021. Ms. Selleck holds a B.A. in Sociology and an M.B.A. from University of California at Berkeley. Ms. Selleck was chosen to serve on our Board because of her extensive experience in the banking and financial services industry. Janey Whiteside joined our Board in April 2023. Since October 2022, Ms. Whiteside has served as a partner of the Consello Group, a financial services advisory and strategic investing platform, and the CEO of Consello’s Growth and Business Development division. Prior to joining Consello, Ms. Whiteside was Executive Vice President and Chief Customer Officer of Walmart Inc. from August 2018 to March 2022, where she was responsible for the customer journey for both Walmart stores and e-commerce across marketing, creative, PR, product and design, and launched Walmart Connect and Walmart+. From 1997 to July 2018, Ms. Whiteside served at American Express Company in business development, marketing and operating roles in various customer segments, including most recently EVP & GM – Global Premium Products & Benefits and EVP & GM – Global Charge Products, Benefits & Services. Prior to American Express, Ms. Whiteside worked at HSBC Bank from 1993 to 1997. Ms. Whiteside holds an Economics & Management Studies degree (BSc Econ) from Cardiff University. Ms. Whiteside was chosen to serve on our Board because of her extensive experience in the financial services industry and in the marketing, digital and commercial disciplines. Michael Zeisser joined our Board in September 2019. Mr. Zeisser currently serves as the Managing Partner of FMZ Ventures, a growth equity investment fund focused on experienced economy and marketplace ecosystems. From 2013 to April 2018, Mr. Zeisser served in a number of capacities for the Alibaba Group, most recently as Chairman, U.S. Investments where he led Alibaba’s strategic investments outside of Asia. From 2003 to 2013, Mr. Zeisser served as Senior Vice President of Liberty Interactive Corporation, where he led investments in digital media, online gaming, and commerce. Prior to joining Liberty Media, Mr. Zeisser was a partner at McKinsey & Company. Mr. Zeisser also serves on the board of directors of Global Technology Acquisition Corp. I and several privately held companies. Previously, Mr. Zeisser served on the board of directors of Shutterfly, Trip Advisor, IAC, TIME Inc. and XO Group. Mr. Zeisser graduated from the University of Strasbourg, France

  7. Continuing Directors

    and the J.L. Kellogg Graduate School of Management at Northwestern University. Mr. Zeisser was chosen to serve on our Board because of his extensive experience in corporate development, strategy and consumer marketplaces.

  8. Considerations in Evaluating Director Nominees

    Considerations in Evaluating Director Nominees In its evaluation of director candidates, our Nominating and Corporate Governance Committee considers the current size and composition of our Board and the needs of our Board and the respective committees of our Board. Some of the qualifications that our Nominating and Corporate Governance Committee considers include business experience, diversity characteristics (including gender, race and ethnic background) and the skills set forth in the director skills matrix on page 18. Exceptional candidates who do not meet all of the above criteria may still be considered. Director candidates must have sufficient time available in the judgment of our Nominating and Corporate Governance Committee to perform all board of director and committee responsibilities. Members of our Board are expected to prepare for, attend, and participate in all board of director and applicable committee meetings. Other than the foregoing, there are no stated minimum criteria for director nominees, although our Nominating and Corporate Governance Committee may also consider such other factors as it may deem, from time to time, are in our stockholders’ best interests. Our Nominating and Corporate Governance Committee does not have a formal policy with respect to diversity; however, it considers diversity characteristics in identifying director nominees, including personal characteristics such as ethnicity and gender, as well as diversity in the perspective, experience and skills that contribute to the Board’s performance of its responsibilities in the oversight of our Company. Additionally, in its efforts to recruit members of the Board, the Nominating and Corporate Governance Committee will specifically direct any individuals or search firms assisting with recruitment to seek out potential candidates with diversity characteristics, including gender and racial diversity, to ensure that the Nominating and Corporate Governance Committee has considered a full array of qualified candidates. In making determinations regarding nominations of directors, our Nominating and Corporate Governance Committee also considers these and other factors as it oversees the annual board of director and committee evaluations. After completing its review and evaluation of director candidates, our Nominating and Corporate Governance Committee recommends to our full Board the director nominees for election. Our Nominating and Corporate Governance Committee uses a variety of methods for identifying and evaluating director nominees. Candidates may come to its attention through current members of our Board, professional search firms (which locate qualified candidates that meet the Nominating and Corporate Governance Committee’s criteria), stockholders or other persons. The Board does not distinguish between nominees recommended by stockholders and other nominees. However, stockholders desiring to nominate a director candidate at the Annual Meeting must comply with certain procedures. A stockholder of record can nominate a candidate for election to the Board by complying with the procedures in Article I, Section 1.11 of our Amended and Restated Bylaws (the “Bylaws”). Any eligible stockholder who wishes to submit a nomination should review the requirements in the Bylaws on nominations by stockholders. Any nomination should be sent in writing to the Secretary, LendingClub Corporation, 595 Market Street, Suite 200, San Francisco, California 94105. Submissions must include the full name of the proposed nominee, complete biographical information, a description of the proposed nominee’s qualifications as a director, other information specified in our Bylaws and a representation that the nominating stockholder is a beneficial or record holder of our stock. Any such submission must be accompanied by the written consent of the proposed nominee to be named as a nominee and to serve as a director if elected, along with an irrevocable resignation, contingent (i) on that nominee not receiving the required vote for election, and (ii) acceptance of that resignation by the Board in accordance with policies and procedures adopted by the Board for such purposes. All candidates are evaluated under the same process which is conducted by our Nominating and Corporate Governance Committee, and may be considered at any point during the year. Stockholders otherwise may recommend persons for the Board to consider for nomination. If any materials are provided by a stockholder in connection with the nomination or recommendation of a director candidate, such materials are forwarded to the Nominating and Corporate Governance Committee. All proposals of stockholders (including nominations but excluding proposals under SEC Rule 14a-8) that are intended to be presented by such stockholder at an annual meeting of stockholders must be in writing and notice must be delivered to the Secretary at our principal executive offices no later than the close of business on the 75th day nor earlier than the close of business on the 105th day prior to the first anniversary of the preceding year’s annual meeting. For stockholder proposals under SEC Rule 14a-8, see “QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING – 17. How can I make proposals or nominate a director at next year’s annual meeting?”.

  9. Director Compensation

    Director Compensation Our non-employee director compensation program is described below. In addition, we reimburse our non-employee directors for reasonable travel and other expenses incurred in connection with attending our board and committee meetings. Employee directors are not eligible to receive additional compensation for their service as directors. Accordingly, Mr. Sanborn, our Chief Executive Officer, received no additional compensation in 2023 for his service as a director. Our non-employee directors do not receive perquisites. Equity Compensation Under our non-employee director compensation program, each new non-employee member of our Board receives an equity award of RSUs in connection with his or her initial election or appointment to our Board having a grant date fair value equal to $200,000 multiplied by a fraction, the numerator of which is 365 minus the number of days that have elapsed between the date of our most recently completed annual meeting of stockholders and the date the non-employee director becomes a member of our Board, and the denominator of which is 365 (the “Initial Director Award”). To satisfy stock ownership requirements set forth by the federal banking regulations, the Initial Director Award shall have a grant date fair value equal to at least $1,000 and $1,000 of the Initial Director Award will vest immediately. The remainder of the Initial Director Award, if any, will vest on the one-year anniversary of our most recently completed annual meeting of stockholders. For example, a non-employee director that joins our Board mid-way through the one-year anniversary of our most recently completed annual meeting of stockholders would receive an Initial Director Award having a grant date fair value equal to $100,000 with $1,000 vesting immediately and the remainder vesting on the one-year anniversary of our most recently completed annual meeting of stockholders. Each continuing non-employee member of our Board receives on the date of our annual meeting of stockholders an equity award of RSUs having a grant date fair value of $200,000 that vests quarterly over one year. The number of RSUs granted to non-employee directors is determined by dividing the intended target value of the equity award by our stock price on the date of grant. Cash Compensation Each non-employee director receives the applicable annual cash retainers listed below based on their board and committee service. Committee chairpersons do not receive the committee member retainer in addition to the chairperson retainer. Our non-executive Board chairperson does receive both the cash retainer as a non-employee director and the cash retainer as non-executive Board chairperson.

  10. Director Compensation

    | Board and Committee Service | 2023 Cash Retainer Amounts | | All Non-Employee Directors | $40,000/year | | Non-Executive Board Chairperson | $25,000/year | | Audit Committee Chairperson | $25,000/year | | Compensation Committee, Operational Risk Committee and Credit Risk and Finance Committee Chairperson | $17,500/year | | Nominating and Corporate Governance Chairperson | $10,000/year | | Audit Committee Member | $12,500/year | | Compensation Committee, Operational Risk Committee and Credit Risk and Finance Committee Member | $8,000/year | | Nominating and Corporate Governance Member | $5,000/year |

  11. Director Compensation

    Cash retainers are generally paid semi-annually after services are rendered instead of paid in advance. Specifically, non-employee directors typically receive a cash payment in June for services performed from January to June and a cash payment in December for services performed from July to December. Bank Board Service Each member of our Board and committee of our Board also concurrently serves as a director of our banking subsidiary, LendingClub Bank (the “Bank Board”) and in a corresponding capacity on the corresponding committee, if any, of the Bank Board. Accordingly, by way of example only, a member of our Board who serves as a member of the Audit Committee of our Board and the chair of the Operational Risk Committee of our Board, then also concurrently serves as a member of the Bank Board, a member of the Audit Committee of the Bank Board and the chair of the Operational Risk Committee of the Bank Board (such concurrent service, “Concurrent Service”). Our non-employee directors do not receive any additional compensation for Concurrent Service on the Bank Board. Our non-employee director compensation program provides a per meeting cash retainer in the amounts described below, subject to a maximum calendar year payment of $25,000, for non-employee directors who serve on a committee of the Bank Board that meets at least three times in the then current calendar year and for which there is no corresponding Board committee (such Bank Board committee, a “Bank Only Committee”). By way of example only, a Bank Only Committee could include a committee responsible for providing oversight of mergers and acquisitions, legal and regulatory compliance, capital management or a Community Reinvestment Act program. In 2023, there was a single Bank Only Committee that held 12 meetings in 2023 (the “2023 Bank Only Committee”). Ms. Selleck served as chair of the 2023 Bank Only Committee and each of Ms. Reimann and Messrs. Landon, Mayopoulos and Morris served as members for all, or a portion, of 2023.

  12. Director Compensation

    | Bank Only Committee Service | 2023 Cash Retainer Amounts | | Chairperson of a Bank Only Committee | $2,000 per meeting | | Bank Only Committee Member | $1,000 per meeting |

  13. Director Compensation

    Director Stock Ownership Guidelines Our director stock ownership guidelines provide that each non-employee director should hold equity (vested shares and/or shares underlying RSU awards) equal to at least $400,000 in value, or ten times the current base cash retainer for non-employee director service, within three years from the date of appointment or election to our Board. Compliance with these guidelines will be considered by our Nominating and Corporate Governance Committee when making recommendations to the Board regarding whether to nominate directors for re-election. All of our non-employee director nominees and continuing non-employee directors are in compliance with this policy, and either meet the suggested ownership levels currently or have additional time to accumulate equity to meet the ownership levels.

  14. 2023 Director Compensation

    2023 Director Compensation The following table provides information regarding the total compensation paid or awarded in 2023 to each of our non-employee directors who served during 2023. Mr. Sanborn received no compensation for his 2023 service on our Board because he was an employee director.

  15. 2023 Director Compensation

    | Director | Fees Earned or Paid in Cash ($)(1) | Option Awards ($) | Stock Awards ($)(2) | Total ($) | | Faiz Ahmad | 61,000 | — | 200,007 | 261,007 | | Stephen Cutler(3) | 46,839 | — | 238,916 | 285,755 | | Allan Landon | 92,000 | — | 200,007 | 292,007 | | Timothy Mayopoulos | 76,550 | — | 200,007 | 276,557 | | John C. (Hans) Morris | 89,500 | — | 200,007 | 289,507 | | Kathryn Reimann | 71,328 | — | 200,007 | 271,335 | | Erin Selleck | 92,500 | — | 200,007 | 292,507 | | Janey Whiteside(4) | 36,953 | — | 223,573 | 260,526 | | Michael Zeisser | 67,500 | — | 200,007 | 267,507 |

  16. 2023 Director Compensation

    (1)Reflects amounts paid in 2023. (2)Amounts reflect the aggregate grant date fair value of the RSUs granted in 2023, without regard to forfeitures, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, Compensation – Stock Compensation. Assumptions used in the calculation of this amount are included in “Note 17. Employee Incentive Plans” to the Consolidated Financial Statements included in our Annual Report. This amount does not reflect the actual economic value realized by each director. (3)Mr. Cutler was appointed to the Board effective March 23, 2023. (4)Ms. Whiteside was appointed to the Board effective April 20, 2023.

  17. Executive Compensation Aligned with Corporate Results

    Executive Compensation Aligned with Corporate Results We believe that our compensation approach supports our objective of focusing on performance-based compensation, reflecting an opportunity for financial upside based on company and individual performance and no or reduced payouts when we do not meet our performance goals. For example, our PBRSUs granted in 2021 to our NEOs were entirely relative TSR based with the applicable performance period ending on December 31, 2023. In Q1 2024 our Compensation Committee evaluated the performance of the 2021 PBRSU awards and determined that none of the shares subject to the awards were earned as stock price performance over the performance period was insufficient to warrant a payout. Our emphasis on equity awards provides a direct link between stockholder interests and the interests of our executive officers, thereby motivating our executive officers to focus on increasing our value over the long term. Below is a summary of our 2023 executive compensation program.

  18. Compensation-Setting Process

    In selecting the executive compensation peer group, the Compensation Committee focused on companies in the banking and fintech sectors. The Compensation Committee considered public companies, with particular attention to several fintech companies that recently became publicly traded, whose business is based in the United States and whose shares are listed on a national securities exchange in the United States, because compensation practices vary widely internationally. Further, the Compensation Committee considered the assets, revenue, revenue growth, net income and market capitalization of these companies, with a focus on companies with significant operations in the San Francisco Bay Area to reflect local conditions and demand for talent. The Compensation Committee also considered the comparability of our business model, employee count and operational complexity. In its final selection, our Compensation Committee believed it appropriate to select peer companies with financial metrics both above and below our own, with the Company placing between the 50th and 75th percentiles, at the time of selection, on a majority of the metrics considered. In March 2023, Silvergate Capital Corporation announced its intent to wind down operations and liquidate Silvergate Bank. Additionally, in November 2023, Avantax, Inc. was acquired. The Compensation Committee will determine whether to select other peer companies in place of Silvergate Capital Corporation and Avantax, Inc. during its next full review of our peer group, which is expected to occur later in 2024. Role of Stockholder Advisory Vote on Executive Compensation At our 2023 annual meeting of stockholders, we held a non-binding advisory vote on the compensation of our NEOs, commonly referred to as a “say-on-pay” vote. Approximately 96% of the votes cast by stockholders, excluding abstentions and broker non-votes, were voted in favor of our say-on-pay proposal. Our Compensation Committee is appreciative of the 2023 say-on-pay vote outcome, and considers the results of the say-on-pay votes as well as any other feedback from stockholders in structuring our executive compensation program and making individual compensation decisions. In particular, as discussed in the section entitled “Stockholder Engagement & Feedback” above on page 28, we periodically solicit feedback from stockholders to, among other things, understand their perspectives on our current executive compensation program. The Compensation Committee will consider the outcome of future say-on-pay votes as we evolve our executive compensation philosophy, objectives and design.

  19. Executive Compensation Elements

    Executive Compensation Elements Elements of Executive Compensation. Our 2023 NEO compensation packages include three primary elements: •base salary; •annual cash bonus opportunity; and •equity-based compensation in the form of RSUs and PBRSUs. We believe that our compensation mix supports our objective of focusing on “at-risk” compensation having significant financial upside based on both Company and individual performance and/or compensation earned over a multi-year period. We expect to continue to utilize equity awards because of the direct link that equity compensation provides between stockholder interests and the interests of our executive officers, thereby motivating our executive officers to focus on increasing value over the long term. For executives, we expect compensation to remain largely performance based with a majority of target compensation tied to long-term awards that encourage sustained performance and support retention. Base Salary. While we believe that compensation for the executive team should be weighted towards long-term compensation, we believe that acceptable base salaries are a necessary element of overall compensation in order to attract and retain highly qualified executive officers. In recent years, there has been considerable compensation inflation across our industry. However, in light of our preference for long-term compensation and in furtherance of remaining profitable during this challenging macroeconomic environment, we have generally not adjusted our base salaries to align with the salaries of our peers. That said, we believe that the base salaries we offer are appropriate for a publicly traded company based in the San Francisco Bay Area and given the current sophistication, complexity and financial profile of our business.

  20. Annual Cash Bonuses

    Annual Cash Bonuses We typically use cash bonuses to reward our executive officers, including NEOs, for achievement against our publicly disclosed annual financial goals. In 2023, the dynamic and uncertain interest rate and broader macroeconomic environment made it challenging to identify full-year goals that appropriately captured skillful management execution instead of the impact of external factors such as changes in interest rates. Further, we did not issue annual guidance in 2023 and therefore could not leverage guidance for establishing annual targets. Accordingly, the Compensation Committee determined to bifurcate the 2023 Company-wide annual cash program into two halves (i.e., H1 2023 and H2 2023) to allow for goal setting that more precisely reflected management performance. The Compensation Committee further determined to use Pre-Provision Net Revenue (“PPNR”) and GAAP Net Income as the two quantitative performance metrics to determine bonus funding, with performance against the PPNR metric weighted at 75% and performance against the GAAP Net Income metric weighted at 25%. The selection and weighting of these goals reflected the Company’s desire to deliver acceptable revenue, while remaining profitable. Target levels of performance for H1 2023 were established in February 2023 and target levels of performance for H2 2023 were established in June 2023. In June 2023, the Compensation Committee further determined to add an automatic adjustment mechanism to the H2 2023 portion of the 2023 annual cash bonus program that automatically reduces bonus funding for the half in the event GAAP Net Income for Q3 2023 and/or Q4 2023 is below $10 million (the “Net Income Shortfall Adjustment”). The Net Income Shortfall Adjustment was deemed prudent by the Compensation Committee to enable a threshold level of profitability that the Company believed was necessary to meet the expectations of various external stakeholders. Performance of each metric for each half of 2023 was calculated individually, then combined to arrive at a blended performance for the half. Such blended performance was then plotted against the payout curve to determine the payout for the half. Total funding for the year, subject to discretion by the Compensation Committee, was determined by adding the payouts for each half. The funding of the Company-wide annual cash bonus program was based on the achievement of performance metrics and application of the Net Income Shortfall Adjustment, with the Compensation Committee retaining discretion to adjust total funding either above or below the otherwise pre-established payout curve detailed below.

  21. Annual Cash Bonuses

    | 2023 Annual Cash Bonus Program - Payout Curve | | | | | | | Performance Tier(1) | Funding Percentage | H1 2023 | | H2 2023 | | | | | PPNR ($ million) | GAAP Net Income ($ million) | PPNR ($ million) | GAAP Net Income ($ million) | | Threshold Performance | 50% | 113.3 | 15.0 | 83.3 | 15.8 | | Satisfactory Performance | 80% | 120.8 | 16.0 | 88.8 | 16.8 | | Target Performance | 100% | 151.0 | 20.0 | 111.0 | 21.0 | | Above Target Performance | 110% | 166.1 | 22.0 | 122.1 | 23.1 | | Maximum Performance | 125% | 181.2 | 24.0 | 133.2 | 25.2 |

  22. Annual Cash Bonuses

    (1) Straight-line interpolation for achievement between: (i) threshold performance and satisfactory performance, (ii) satisfactory performance and target performance, (iii) target performance and above target performance, and (iv) above target performance and maximum performance. The program is not funded if threshold performance is not met. Our Compensation Committee believed that the achievement of the performance metrics would require excellent leadership, effective management and a clear focus on driving and achieving results in challenging circumstances. The following table details the actual funding of the annual cash bonus program. In summary, unadjusted funding based on actual PPNR and GAAP Net Income performance supported funding the annual cash bonus program at 110.1% of target. After application of the Net Income Shortfall Adjustment, funding was reduced to 83.1% of target. The Committee did not subsequently exercise any discretion in funding the 2023 annual cash bonus program. As described below, all individual payments under the annual cash bonus program are discretionary and reflect individual achievement during the year, and therefore may be different than the 83.1% total funding level. The table below further details the funding of our 2023 annual cash bonus program.

  23. Annual Cash Bonuses

    | 2023 Annual Cash Bonus Program - Achievement Table | | | | | Period | Unadjusted Funding Based on Actual Performance | Adjustment Due to Net Income Shortfall | Total Funding | | H1 2023 | 58.1% | n/a | 58.1% | | H2 2023 | 52.0% | (27.0)% | 25.0% | | Full Year 2023 | 110.1% | (27.0)% | 83.1% |

  24. Annual Cash Bonuses

    Individual Performance Measures. We expect a high level of performance from each of our executive officers in carrying out his or her respective responsibilities and each executive officer is evaluated based on his or her overall performance. Our CEO evaluates each executive officer’s individual performance (other than his own) and compensation level and, for purposes of determining annual cash bonus payouts, makes a recommendation to our Compensation Committee. The Compensation Committee ultimately determines the individual performance for all NEOs. The impact of individual performance on an individual NEO’s bonus amount can modify the amount otherwise payable based on actual corporate achievement. The maximum upward discretionary adjustment is 50% for a total of 150% of the target bonus opportunity amount; however, there is no limitation on the downward discretionary adjustment (i.e., the Compensation Committee retains the discretion to pay an individual NEO zero bonus regardless of corporate achievement). For 2023, the NEOs showed strong leadership in navigating a challenging inflationary and record-breaking increasing interest rate environment, and positioning the business for sustained profitability.

  25. Annual Cash Bonuses for the 2023 Performance Period

    Annual Cash Bonuses for the 2023 Performance Period Based on performance against the pre-approved financial metrics described above and in recognition of their significant individual contributions in furthering the Company’s performance and strategy, all of our continuing NEOs received a payment under the annual incentive plan at the actual corporate funding level of 83% (i.e., the Compensation Committee did not apply any discretion (upwards or downwards) on the individual bonus payments to our NEOs based on their individual performance). The following table sets forth the 2023 annual cash bonuses paid in the first quarter of 2024 to each of our NEOs, other than Mr. Pace who did not receive a 2023 annual cash bonus due to the timing of his separation:

  26. Annual Cash Bonuses for the 2023 Performance Period

    | Name | Eligible Salary ($) | Bonus Target (%) | Bonus Target ($) | Bonus Achievement (%) | Total Bonus Payout ($) | | Scott Sanborn | 500,000 | 150 | 750,000 | 83 | 622,500 | | Andrew LaBenne | 425,000 | 85 | 361,250 | 83 | 299,838 | | Annie Armstrong | 375,000 | 75 | 281,250 | 83 | 233,438 | | Jordan Cheng(1) | 315,208 | 75 | 199,201 | 83 | 165,337 | | Ronnie Momen | 425,000 | 85 | 361,250 | 83 | 299,838 |

  27. Annual Cash Bonuses for the 2023 Performance Period

    (1) The dollar value of Mr. Cheng’s bonus target is prorated to reflect a mid-year 2023 increase in his target bonus opportunity. The Compensation Committee reviews bonus targets under the annual cash bonus program on an annual basis and may adjust them from time to time to reflect changes in market conditions, or other factors. In 2023, Mr. Cheng received a fifteen-percentile point increase to his target bonus opportunity in connection with his promotion to the Company’s General Counsel and Corporate Secretary.

  28. Long-Term Incentive Compensation

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

  29. 2023 Equity Awards

    2023 Equity Awards Based on the results of our internal research and guidance from FW Cook with respect to the practices of our peer group, the recommendations of Mr. Sanborn (who did not participate in discussions regarding his own equity compensation) and the individual performance of each of the NEOs, the Compensation Committee granted equity awards as part of our Company-wide annual equity program, in the form of RSUs and PBRSUs (discussed in more detail below), to each of our NEOs. Restricted Stock Units In 2023, all Company employees that were granted RSUs were provided with an intended target value of the RSU award and the number of RSUs subject to the award was determined by dividing the intended target value of the RSU award by our trailing 30-day average stock price ending on the date preceding the date of grant. On March 12, 2023, the Compensation Committee granted 179,331 RSUs to Mr. Sanborn, 130,181 RSUs to Mr. LaBenne, 92,987 RSUs to Ms. Armstrong, 34,671 RSUs to Mr. Cheng, 167,376 RSUs to Mr. Momen and 92,987 RSUs to Mr. Pace, reflecting intended target values of $1,687,500, $1,225,000, $875,000, $326,250, $1,575,000 and $875,000, respectively. These RSUs vest over three years, with 1/12th of the RSUs vesting in quarterly installments starting on May 25, 2023, subject to continued service. Performance-Based Restricted Stock Units In 2023, all Company employees that were granted PBRSUs were provided with an intended target value of the PBRSU award and the number of target PBRSUs subject to the award was determined by dividing the intended target value of the PBRSU award by the per unit grant date fair value. On March 12, 2023, the Compensation Committee granted 270,670 target PBRSUs to Mr. Sanborn, 68,898 target PBRSUs to Mr. LaBenne, 49,213 target PBRSUs to Ms. Armstrong, 88,583 target PBRSUs to Mr. Momen and 49,213 target PBRSUs to Mr. Pace, reflecting intended target values of $2,062,500, $525,000, $375,000, $675,000 and $375,000, respectively. These awards are structured so that the PBRSUs become earned only to the extent that pre-established performance targets are met over the three-year performance period. The performance metric for the 2023 PBRSUs was our TSR relative to the TSR of each of the companies below (the “2023 TSR Basket Companies”):

  30. 2023 Equity Awards

    | Next Gen Lenders | Other Fintech | Consumer Online Banks | Sub-Prime Consumer Finance | Regional Banks | | Upstart | Green Dot | Synchrony | Regional Management | Live Oak Bank | | Affirm | MoneyLion | Capital One | Oportun | Axos | | SoFi | LendingTree | Discover | OneMain Financial | Silvergate | | Open Lending | | Ally Financial | | Banc of California | | Rocket Companies | | Bread Financial | | |

  31. 2023 Equity Awards

    The 2023 TSR Basket Companies were selected by the Compensation Committee after screening for companies that have relevant business models or operate in industries that are relevant to the Company’s business, as well as the following factors: •Comparability of geography, size and scope •Balance among types of companies (regional banks, consumer online banks, next gen lenders, etc.) •Correlation with LendingClub stock •Preference for overlap with executive compensation peer group Given the evolving nature of the Company’s business and industry, the Compensation Committee will continue to review and iterate on the basket of companies used for future relative TSR based awards.

  32. Achievement of 2020 PBRSU Awards

    Achievement of 2020 PBRSU Awards The PBRSUs granted in 2020 to our NEOs consisted of a relative TSR based portion (35%) and an Adjusted EBITDA based portion (65%). The performance period for the Adjusted EBITDA based portion ended on December 31, 2021, and accordingly in Q1 2022 our Compensation Committee evaluated the performance of that portion of the 2020 PBRSU awards. The performance period for the relative TSR based portion ended on May 31, 2023, and accordingly in Q2 2023 our Compensation Committee evaluated the performance of that portion of the 2020 PBRSU awards and determined that 124% of the target number of relative TSR based portion of the 2020 PBRSUs were earned. These earned PBRSUs vested upon the Compensation Committee’s determination and accordingly Mr. Sanborn, Ms. Armstrong, Mr. Momen and Mr. Pace earned 293,443, 95,972, 51,185 and 44,787 vested shares, respectively.

  33. Achievement of 2020 PBRSU Awards

    | Achievement Table for Relative TSR Portion of 2020 PBRSU Program(1) | | | | | | | | Measure/ Weighting | Threshold Performance | Satisfactory Performance | Target Performance | Above Target Performance | Maximum Performance | Actual Performance | | Relative TSR Portion (35%) | 25th Percentile | 40th Percentile | 55th Percentile | 65th Percentile | 80th Percentile | 79th Percentile | | Payout Percentage | 50% | 75% | 100% | 110% | 125% | 124% |

  34. Achievement of 2020 PBRSU Awards

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

  35. 2023 Cash-Choice Awards

    2023 Cash-Choice Awards In 2023, the Company permitted non-executives to elect to receive a portion of their long-term incentive award in the form of a fixed value cash award in lieu of equity (e.g., the cash-choice program). The cash-choice program is intended to allow employees to select a mix of compensation that suits their needs and preferences, while aiding the Company’s effort to reduce dilution. Mr. Cheng was serving in a non-executive capacity when he was granted his 2023 long-term incentive award. Accordingly, he was eligible to participate in the cash-choice program and elected to received 25% of the intended value of his 2023 long-term incentive award in the form a fixed value cash award in lieu of RSUs.

  36. Ronnie Momen Post-Service Vesting

    Ronnie Momen Post-Service Vesting Each of Mr. Momen’s equity awards granted in and since 2023 provide for up to an additional year of vesting following a termination of service, subject to certain criteria, including a minimum number of years of service with the Company and certain transition assistance. In the case of PBRSUs for which his termination of service occurs during a performance period, Mr. Momen is entitled to a pro-rated portion of the earned PBRSU shares determined by adding the additional vesting credit to actual time served during the performance period, and based upon actual achievement of the underlying performance metric(s) upon completion of the performance period.

  37. Brandon Pace Severance Payments

    Brandon Pace Severance Payments In connection with a cost reduction plan, certain roles within the Company’s legal department were consolidated and the position of Chief Administrative Officer was eliminated. Accordingly, Mr. Pace ceased serving as Chief Administrative Officer and Corporate Secretary effective October 19, 2023. Mr. Pace remained an employee of the Company in a non-executive capacity from October 20, 2023, through December 5, 2023. In connection with his departure, which constituted an involuntary termination, Mr. Pace received $195,861 in separation related payments, which consisted of: (i) a lump sum payment equal to six months of his base salary, and (ii) six monthly cash payments equal to his monthly COBRA premium. Mr. Pace was entitled to these payments pursuant to the terms of his existing employment agreement with the Company and none of these payments were negotiated for or voluntarily provided by the Company in connection with Mr. Pace’s departure.

  38. Employment Agreements

    Employment Agreements We have entered into employment agreements with each of the NEOs. These agreements provide for “at-will” employment and generally include the NEO’s initial base salary, an initial equity award and an indication of eligibility for an annual cash incentive award opportunity. These employment agreements also provide for payments upon a qualifying termination of employment, including in connection with a change in control of our Company. We believe that entering into these arrangements will help our executives maintain continued focus and dedication to their responsibilities to help maximize stockholder value if there is a potential transaction that could involve a change in control of our Company. For a summary of the material terms and conditions of these agreements, see “Executive Compensation – Employment Agreements,” below.

  39. 280G Excise Taxes and 409A Deferred Compensation

    280G Excise Taxes and 409A Deferred Compensation We have not provided or committed to provide any NEO with a gross-up or other reimbursement for tax amounts the executive might pay pursuant to Section 280G or Section 409A of the Internal Revenue Code. Section 280G and related sections of the Internal Revenue Code provide that an executive officer and certain persons who hold significant stockholder interests and certain other service providers could be subject to significant additional taxes if they receive payments or benefits in connection with a change in control that exceeds certain limits, and that we or our successor could lose a deduction on the amounts subject to the additional tax. Section 409A of the Internal Revenue Code also imposes additional significant taxes on the individual in the event that an executive officer, director or service provider of certain types receives “deferred compensation” that does not meet the requirements of Section 409A of the Internal Revenue Code.

  40. Additional Governance Measures

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

  41. Summary Compensation Table

    Summary Compensation Table The following table provides information regarding the compensation earned by each of our NEOs during the year ended December 31, 2023, and, to the extent required under the SEC executive compensation disclosure rules, the years ended December 31, 2022 and 2021:

  42. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Scott Sanborn | 2023 | 500,000 | — | 3,430,801 | — | 622,500 | 7,520 | 4,560,821 | | Chief Executive Officer | 2022 | 500,000 | 1,000 | 3,472,723 | — | 937,501 | 7,826 | 4,919,050 | | | 2021 | 500,000 | — | 5,805,143 | — | 625,007 | 7,949 | 6,938,099 | | Andrew LaBenne | 2023 | 425,000 | — | 1,518,284 | — | 299,838 | 5,005 | 2,248,127 | | Chief Financial Officer | 2022 | 182,396 | 183,200 | 3,137,519 | — | 193,796 | — | 3,696,911 | | Annie Armstrong | 2023 | 375,000 | — | 1,084,494 | — | 233,438 | 6,801 | 1,699,733 | | Chief Risk Officer | 2022 | 365,000 | 1,000 | 1,106,229 | — | 342,188 | 7,760 | 1,822,177 | | | 2021 | 335,000 | — | 1,426,691 | — | 272,192 | 5,480 | 2,039,363 | | Jordan Cheng | 2023 | 315,208 | 27,188 | 264,540 | — | 165,337 | 5,750 | 778,023 | | General Counsel and Corporate Secretary | | | | | | | | | | Ronnie Momen | 2023 | 425,000 | — | 1,952,081 | — | 299,838 | 5,000 | 2,681,919 | | Chief Business Officer | 2022 | 425,000 | 1,000 | 2,654,945 | — | 451,563 | 5,000 | 3,537,508 | | | 2021 | 395,000 | 50,000 | 2,536,309 | — | 370,318 | 5,000 | 3,356,627 | | Brandon Pace(5) | 2023 | 348,011 | — | 1,084,494 | — | — | 204,080 | 1,636,585 | | Former Chief Administrative Officer and Corporate Secretary | 2022 | 368,750 | 1,000 | 1,106,229 | — | 345,704 | 8,652 | 1,830,335 | | | 2021 | 350,000 | — | 1,585,197 | — | 284,380 | 8,294 | 2,227,871 |

  43. Summary Compensation Table

    (1)The amount report for Mr. Cheng in 2023 represents the portion of a fixed value cash award that vested in 2023. For more information, see “Compensation Discussion and Analysis – Other Compensation Information – 2023 Cash-Choice Award.” (2)The amounts reported in this column do not reflect the amounts actually received by our NEOs. The amounts instead reflect the aggregate grant date fair value of RSUs and/or PBRSUs, as applicable, granted during the applicable fiscal year, computed in accordance with the FASB ASC Topic 718. Assumptions used in the calculations for RSUs and PBRSUs granted during 2023 are included in “Note 17. Employee Incentive Plans” to the Consolidated Financial Statements included in our Annual Report. The amounts shown do not reflect that the awards are vested/earned over a 3-year period and exclude the impact of estimated forfeitures related to service-based vesting conditions. The grant date fair value for RSUs is measured based on the closing fair market value of our common stock on the date of grant. For Mr. Sanborn, Mr. LaBenne, Ms. Armstrong, Mr. Momen and Mr. Pace, the amounts reported for 2023 include the grant date fair value of PBRSUs granted in March 2023, incorporating the probability of achieving the performance conditions to which such PBRSUs are subject to. Assuming the maximum level of performance is achieved under the applicable performance measures for the PBRSU awards, the grant date fair value of the PBRSU awards granted to Mr. Sanborn, Mr. LaBenne, Ms. Armstrong, Mr. Momen, and Mr. Pace is $2,578,136, $656,257, $468,752, $843,755 and $468,752, respectively. For more information regarding 2023 equity awards, including the PBRSUs, see “Compensation Discussion and Analysis – Executive Compensation Elements – Equity Compensation – 2023 Equity Awards.” (3)The amounts reported in this column represent annual cash incentives that were earned during the specified year and paid in the following year. For more information regarding the awards for 2023, see “Compensation Discussion and Analysis – Executive Compensation Elements – Annual Cash Bonuses.” (4)The amounts reported in this column for 2023 include the following: (a)Matching contributions made by the Company to the Company’s 401(k) savings plan in the amount of $5,000 for each of Mr. Sanborn, Mr. LaBenne, Mr. Cheng, Mr. Momen and Mr. Pace and in the amount of $4,281 for Ms. Armstrong; (b)Parking benefits for Mr. Sanborn, Ms. Armstrong and Mr. Pace; (c)Well-fitness benefits for Messrs. LaBenne, Cheng and Pace, for their participation in a wellness program available to all Company employees; and (d)Severance payments made to Mr. Pace in connection with his termination of employment and pursuant to the terms of his employment agreement with the Company. For more information regarding the severance, see “Compensation Discussion and Analysis – Other Compensation Information – Brandon Pace Severance Payments.” (5)Mr. Pace’s employment with the Company terminated on December 5, 2023.

  44. Grants of Plan-Based Awards in 2023

    Grants of Plan-Based Awards in 2023 The following table sets forth certain information regarding grants of plan-based awards to our NEOs during 2023:

  45. Grants of Plan-Based Awards in 2023

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards (1) | | | | | | Name | Award Type | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock | Grant Date Fair Value of Stock and Option Awards ($)(2) | | Scott Sanborn | Cash(3) | N/A | 375,000 | 750,000 | 1,125,000 | | | | — | — | | | RSUs | 3/12/23 | — | — | — | | | | 179,331 | 1,368,296 | | | PBRSUs | 3/12/23 | — | — | — | 135,335 | 270,670 | 338,338 | — | 2,062,505 | | Andrew LaBenne | Cash(3) | N/A | 180,625 | 361,250 | 541,875 | | | | — | — | | | RSUs | 3/12/23 | — | — | — | | | | 130,181 | 993,281 | | | PBRSUs | 3/12/23 | — | — | — | 34,449 | 68,898 | 86,123 | — | 525,003 | | Annie Armstrong | Cash(3) | N/A | 140,625 | 281,250 | 421,875 | | | | — | — | | | RSUs | 3/12/23 | — | — | — | | | | 92,987 | 709,491 | | | PBRSUs | 3/12/23 | — | — | — | 24,607 | 49,213 | 61,516 | — | 375,003 | | Jordan Cheng | Cash(3) | N/A | 99,601 | 199,201 | 298,802 | | | | — | — | | | Cash(4) | 3/12/23 | — | 108,750 | — | | | | — | — | | | RSUs | 3/12/23 | — | — | — | | | | 34,671 | 264,540 | | Ronnie Momen | Cash(3) | N/A | 180,625 | 361,250 | 541,875 | | | | — | — | | | RSUs | 3/12/23 | — | — | — | | | | 167,376 | 1,277,079 | | | PBRSUs | 3/12/23 | — | — | — | 44,292 | 88,583 | 110,729 | — | 675,002 | | Brandon Pace | Cash(3) | N/A | 130,504 | 261,008 | 391,512 | | | | — | — | | | RSUs | 3/12/23 | — | — | — | | | | 92,987 | 709,491 | | | PBRSUs | 3/12/23 | — | — | — | 24,607 | 49,213 | 61,516 | — | 375,003 |

  46. Grants of Plan-Based Awards in 2023

    (1)Represents equity awards granted under the 2014 Equity Incentive Plan. The indicated threshold, target and maximum amounts correspond to the number of PBRSUs that would be earned in the event that specified threshold, target and maximum levels, respectively, of performance were achieved. For more information regarding the PBRSUs, see “Compensation Discussion and Analysis – Executive Compensation Elements – Equity Compensation – 2023 Equity Awards – Performance-Based Restricted Stock Units.” (2)The amounts reported in this column represent the aggregate grant date fair value of each award, without regard to forfeitures and computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of this amount are included in “Note 17. Employee Incentive Plans” to the Consolidated Financial Statements included in our Annual Report. Note that the amounts reported in this column reflect the accounting cost for these awards and do not correspond to the actual economic value that may be received by the NEO. The grant date fair value for RSUs is measured based on the closing fair market value of our common stock on the date of grant. The amount reported for 2023 includes the grant date fair value of PBRSUs granted in 2023, incorporating the probability of achieving the performance conditions to which such PBRSUs are subject to. For more information regarding the PBRSUs and RSUs, see “Compensation Discussion and Analysis – Executive Compensation Elements – Equity Compensation – 2023 Equity Awards.” (3)Represents cash awards granted under the Annual Cash Bonus program. “Target” is a dollar value based on the NEO’s target bonus percentage and base salary in 2023 as adjusted for any in-year salary adjustments, which is used to calculate eligible wages under the Annual Cash Bonus program. The threshold amount for the award is 50% of target for all NEOs and the maximum amount for the award is 150% of target for all NEOs. Actual non-equity incentive plan awards received for the fiscal 2023 period was $622,500, $299,838, $233,438, $165,337 and $299,838 for Mr. Sanborn, Mr. LaBenne, Ms. Armstrong, Mr. Cheng and Mr. Momen, respectively. Mr. Pace did not receive a non-equity incentive plan award payout for the fiscal 2023 period. For more information regarding the achievement of these non-equity incentive plan awards, see “Compensation Discussion and Analysis – Executive Compensation Elements – Annual Cash Bonuses.” (4)Represents a fixed value cash award granted under the Plan. For more information regarding this cash awards, see “Compensation Discussion and Analysis – Other Compensation Information – 2023 Cash-Choice Awards.”

  47. 2023 Outstanding Equity Awards at Fiscal Year End

    2023 Outstanding Equity Awards at Fiscal Year End The following table sets forth certain information regarding outstanding equity awards held by our NEOs that remained outstanding as of December 31, 2023. Mr. Pace did not have any equity awards that remained outstanding as of December 31, 2023.

  48. 2023 Outstanding Equity Awards at Fiscal Year End

    | | | Option Awards | | | | Stock Awards | | | | | | | | | | | Time-Based | | Performance-Based | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares or Units or Other Rights That Have Not Vested (#)(2) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Scott Sanborn | 02/24/2014 | 270,188(3) | — | 24.95 | 02/24/2024 | | | | | | | 02/26/2016 | 234,588(3) | — | 42.05 | 02/26/2026 | | | | | | | 03/03/2016 | 11,899(3) | — | 47.80 | 03/03/2026 | | | | | | | 02/26/2020 | | | | | 13,496(4) | 117,955 | | | | | 03/09/2021 | | | | | 11,758(5) | 102,765 | | | | | 03/13/2022 | | | | | 41,264(6) | 360,647 | | | | | 03/13/2022 | | | | | | | 102,206(7) | 893,280 | | | 03/12/2023 | | | | | 134,499(8) | 1,175,521 | | | | | 03/12/2023 | | | | | | | 135,335(9) | 1,182,828 | | Andrew LaBenne | 08/31/2022 | | | | | 140,032(10) | 1,223,880 | | | | | 03/12/2023 | | | | | 97,636(8) | 853,339 | | | | | 03/12/2023 | | | | | | | 34,449(9) | 301,084 | | Annie Armstrong | 05/26/2020 | | | | | 47,555(11) | 415,631 | | | | | 03/09/2021 | | | | | 5,488(5) | 47,965 | | | | | 03/13/2022 | | | | | 21,396(6) | 187,001 | | | | | 03/13/2022 | | | | | | | 18,583(7) | 162,415 | | | 03/12/2023 | | | | | 69,741(8) | 609,536 | | | | | 03/12/2023 | | | | | | | 24,607(9) | 215,061 | | Jordan Cheng | 05/26/2020 | | | | | 22,645(11) | 197,917 | | | | | 03/09/2021 | | | | | 2,695(5) | 23,554 | | | | | 03/13/2022 | | | | | 10,638(6) | 92,976 | | | | | 03/12/2023 | | | | | 26,004(8) | 227,275 | | | | Ronnie Momen | 02/26/2020 | | | | | 6,718(4) | 58,715 | | | | | 03/09/2021 | | | | | 9,755(5) | 85,259 | | | | | 03/13/2022 | | | | | 51,350(6) | 448,779 | | | | | 03/13/2022 | | | | | | | 44,599(7) | 389,795 | | | 03/12/2023 | | | | | 125,532(8) | 1,097,150 | | | | | 03/12/2023 | | | | | | | 44,292(9) | 387,112 |

  49. 2023 Outstanding Equity Awards at Fiscal Year End

    (1) Calculated based on the closing price of $8.74 of our common stock on December 29, 2023. (2) Represents the threshold level of performance for PBRSUs granted in 2022 and 2023. (3) Fully vested. (4) Becomes fully vested after four years, with 1/16th vesting on May 25, 2020 and 1/16th vesting quarterly thereafter. (5) Becomes fully vested after three years, with 1/12th vesting on May 25, 2021, and 1/12th vesting quarterly thereafter. (6) Becomes fully vested after three years, with 1/12th vesting on May 25, 2022, and 1/12th vesting quarterly thereafter. (7) Represents the outstanding but unearned PBRSUs granted in 2022. (8) Becomes fully vested after three years, with 1/12th vesting on May 25, 2023, and 1/12th vesting quarterly thereafter. (9) Represents the outstanding but unearned PBRSUs granted in 2023. For more information, see “Compensation Discussion and Analysis – Executive Compensation Elements – Equity Compensation – 2023 Equity Awards – Performance-Based Restricted Stock Units.” (10) Becomes fully vested after three years, with 1/3rd vesting on August 25, 2023, and 1/12th vesting quarterly thereafter. (11) Becomes fully vested after four years, with 1/4th vesting on May 25, 2021, and 1/16th vesting quarterly thereafter.

  50. 2023 Option Exercises and Stock Vested

    2023 Option Exercises and Stock Vested The following table sets forth for each of our NEOs the number of shares of our common stock acquired and the aggregate value realized upon the exercise of stock options and the vesting of stock awards during 2023:

  51. 2023 Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Scott Sanborn(2) | — | — | 524,502 | 4,693,790 | | Andrew LaBenne | — | — | 132,568 | 886,118 | | Annie Armstrong | — | — | 289,450 | 2,422,173 | | Jordan Cheng | — | — | 73,244 | 547,039 | | Ronnie Momen | — | — | 225,222 | 1,818,854 | | Brandon Pace | — | — | 155,569 | 1,288,276 |

  52. 2023 Option Exercises and Stock Vested

    (1) The value realized upon the vesting of an RSU or PBRSU represents the aggregate market price of the shares of our common stock on the date of vesting. (2) Excludes 67,760 RSUs that were cash settled for a total cash settlement amount of $539,968.

  53. CEO Pay Ratio Disclosure

    CEO Pay Ratio Disclosure In accordance with Item 402(u) of Regulation S-K, the Company is providing the following information for fiscal 2023: •The median of total compensation of all employees, excluding the CEO: $154,330; •The annual total compensation of the CEO: $4,560,821; and •The ratio of CEO total compensation to median employee total compensation: 30 to 1. Our CEO pay ratio information is a reasonable good faith estimate calculated in a manner consistent with the SEC pay ratio rules and methods for disclosure. In order to determine the median employee from a compensation perspective, the Company examined annualized cash compensation (salary, wages and cash bonuses) in the 2023 calendar year for all employees, excluding our CEO, employed as of December 31, 2023 (“Determination Date”). On the Determination Date, our employee population consisted of 1,024 individuals, all of whom were located in the United States. This population consisted of our full-time, part-time, and temporary employees. The Company determined that its median employee from a compensation perspective serves in a human resources role. While the methodology we used to select the median employee remained the same as last year and there has not been a change in our employee population or compensation arrangements that we believe would significantly change this disclosure, we selected a new median employee this year to ensure the pay ratio accurately reflects the compensation of our median employee based on our 2023 employee population. To identify the “median employee,” we utilized the amount of base salary, wages and cash bonuses our employees received, as reflected in our payroll records through the Determination Date and annualized such amounts for any individual hired during 2023. Once we identified our median employee, we combined all of the elements of such employee’s compensation for 2023 to determine the median employee total compensation in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K and compared such total compensation to the total compensation of our CEO, as reported in the Summary Compensation Table.

  54. Pay Versus Performance Disclosure

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

  55. Pay Versus Performance Disclosure

    | Pay Versus Performance Table | | | | | | | | | | Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(3) | Average Compensation Actually Paid to Non-PEO NEOs ($)(2) | Value of Initial Fixed $100 Investment Based On: | | | | | | | | | | Total Shareholder Return ($)(4) | Peer Group Total Shareholder Return ($)(4) | GAAP Net Income/(Loss) ($ millions)(5) | Pre-Provision Net Revenue (PPNR) ($ millions)(5) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | 4,560,821 | 2,710,871 | 1,815,053 | 1,350,393 | 69.26 | 84.70 | 38.9 | 298.2 | | 2022 | 4,919,050 | (14,595,137) | 2,796,390 | (3,135,491) | 69.73 | 88.96 | 289.7 | 420.4 | | 2021 | 6,938,099 | 22,811,912 | 2,922,623 | 9,069,589 | 191.60 | 116.64 | 18.6 | 157.2 | | 2020 | 5,906,924 | 6,487,065 | 2,882,104 | 2,944,255 | 83.68 | 86.37 | (187.5) | (184.2) |

  56. Pay Versus Performance Disclosure

    (1) The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Sanborn (our Chief Executive Officer) for each corresponding year in the “Total” column of the Summary Compensation Table. See “Executive Compensation – Executive Compensation Tables – Summary Compensation Table.” (2) The dollar amounts reported in column (c) and column (e) represent the: (i) amount of “compensation actually paid” to Mr. Sanborn, our Principal Executive Officer (“PEO”) calculated in accordance with Item 402(v) of Regulation S-K, or (ii) average “compensation actually paid” to the Company’s named executive officers (“NEOs”) as a group, excluding our PEO, calculated in accordance with Item 402(v) of Regulation S-K. The names of each of the NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, Andrew LaBenne, Annie Armstrong, Jordan Cheng, Ronnie Momen and Brandon Pace, (ii) for 2022, Andrew LaBenne, Annie Armstrong, Ronnie Momen, Brandon Pace and Thomas Casey, (iii) for 2021, Thomas Casey, Valerie Kay, Ronnie Momen and Brandon Pace, and (iv) for 2020, Thomas Casey, Annie Armstrong, Bahman Koohestani, Ronnie Momen and Steven Allocca. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to total compensation for each year to determine the compensation actually paid:

  57. Pay Versus Performance Disclosure

    | Year | PEO or Average of Non-PEO NEOs | Reported Summary Compensation Table Total ($) | Reported Value of Equity Awards ($)(a) | Equity Award Adjustments ($)(b) | Reported Change in the Actuarial Present Value of Pension Benefits ($) | Pension Benefits Adjustments ($) | Compensation Actually Paid ($) | | 2023 | PEO | 4,560,821 | (3,430,801) | 1,580,851 | — | — | 2,710,871 | | | Average of Non-PEO NEOs | 1,815,053 | (1,180,779) | 716,119 | — | — | 1,350,393 | | 2022 | PEO | 4,919,050 | (3,472,723) | (16,041,463) | — | — | (14,595,137) | | | Average of Non-PEO NEOs | 2,796,390 | (2,043,476) | (3,888,405) | — | — | (3,135,491) | | 2021 | PEO | 6,938,099 | (5,805,143) | 21,678,956 | — | — | 22,811,912 | | | Average of Non-PEO NEOs | 2,922,623 | (2,179,648) | 8,326,614 | — | — | 9,069,589 | | 2020 | PEO | 5,906,924 | (5,000,004) | 5,580,145 | — | — | 6,487,065 | | | Average of Non-PEO NEOs | 2,882,104 | (2,205,006) | 2,267,157 | — | — | 2,944,255 |

  58. Pay Versus Performance Disclosure

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

  59. Pay Versus Performance Disclosure

    | Year | PEO or Average of Non-PEO NEOs | Year End Fair Value of Equity Awards ($) | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Equity Award Adjustments ($) | | 2023 | PEO | 3,010,664 | (1,846,188) | 307,697 | 108,678 | — | — | 1,580,851 | | | Average of Non-PEO NEOs | 837,737 | (200,261) | 177,825 | (99,182) | — | — | 716,119 | | 2022 | PEO | 1,591,858 | (12,537,845) | 307,494 | (5,402,970) | — | — | (16,041,463) | | | Average of Non-PEO NEOs | 999,347 | (3,393,486) | 204,083 | (1,698,349) | — | — | (3,888,405) | | 2021 | PEO | 7,266,661 | 11,274,035 | 952,986 | 2,185,274 | — | — | 21,678,956 | | | Average of Non-PEO NEOs | 3,001,312 | 3,410,557 | 679,442 | 1,235,303 | — | — | 8,326,614 | | 2020 | PEO | 8,082,527 | (333,083) | 248,186 | (1,186,322) | (1,231,163) | — | 5,580,145 | | | Average of Non-PEO NEOs | 2,743,592 | (168,179) | 94,200 | (291,656) | (110,800) | — | 2,267,157 |

  60. Pay Versus Performance Disclosure

    (3) The dollar amounts reported in column (d) represent the average of the amounts reported for the NEOs as a group, excluding our PEO, in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, Andrew LaBenne, Annie Armstrong, Jordan Cheng, Ronnie Momen and Brandon Pace, (ii) for 2022, Andrew LaBenne, Annie Armstrong, Ronnie Momen, Brandon Pace and Thomas Casey, (iii) for 2021, Thomas Casey, Valerie Kay, Ronnie Momen and Brandon Pace, and (iv) for 2020, Thomas Casey, Annie Armstrong, Bahman Koohestani, Ronnie Momen and Steven Allocca. (4) TSR is cumulative (assuming $100 was invested on December 31, 2019) for the measurement periods beginning on December 31, 2019 and ending on December 31 of each of 2023, 2022, 2021 and 2020, respectively, calculated in accordance with Item 201(e) of Regulation S-K. The peer group for purposes of this table is the following published industry index: KBW Nasdaq Bank Index. (5) The dollar amounts reported represent the amount of “GAAP Net income (loss)” or “PPNR,” as applicable, reported in the Company’s financial reports on Form 10-K. PPNR is a non-GAAP financial measure. See Exhibit A of this Proxy Statement for more information on our use of non-GAAP financial measures and a reconciliation of PPNR to the nearest GAAP measure. Financial Performance Measures We believe the below unranked list represents the most important financial performance measures used by the Company to link executive compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year. PPNR and GAAP consolidated net income were two measures in our 2023 annual cash bonus program. Relative TSR is the performance metric used in our 2023 PBRSUs. •PPNR •GAAP Net Income •Relative TSR (see the section entitled “2023 Equity Awards – Performance-Based Restricted Stock Units” on page 35 for additional information on our relative TSR based PBRSU program) Relationship between Compensation Actually Paid and Company Performance Below are graphs showing the relationship of “compensation actually paid” to our PEO and the average “compensation actually paid” to our Non-PEO NEOs in 2023, 2022, 2021 and 2020 to (i) the TSR of the Company and the KBW Nasdaq Bank Index, and (ii) the Company’s GAAP net income (loss) and PPNR. As illustrated below, the increase in “compensation actually paid” between 2020 and 2021 is correlated to the appreciation in the Company’s stock price during 2021. Similarly, the decrease in “compensation actually paid” between 2021 and 2022 is correlated to the depreciation in the Company’s stock price during 2022. In 2023, “compensation actually paid” approximated, though was modestly less than, the reported summary compensation table totals, reflecting the generally flat stock price between end of year 2022 and end of year 2023. The Company believes that correlation between “compensation actually paid” and TSR reflects that a significant portion of the Company’s executive compensation program is equity denominated. Conversely, changes in “compensation actually paid” are significantly less correlated to the Company’s GAAP net income and PPNR, reflecting the relatively smaller quantum of executive compensation based on the performance of those measures. Compensation Actually Paid vs. TSR Compensation Actually Paid vs. GAAP Net Income (Loss) and PPNR

  61. Pay Versus Performance Disclosure

    | 2024 PROXY STATEMENT | EXECUTIVE COMPENSATION – EMPLOYMENT AGREEMENTS |

  62. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Under the terms of the employment agreements that we entered into with each of our NEOs, they are eligible to receive certain benefits in connection with the termination of their employment, depending on the circumstances, as further described above. Further, Mr. Momen’s 2023 equity award provides for up to an additional year of vesting following a termination of service, subject to certain criteria, including a minimum number of years of service with the Company and certain transition assistance (such transition, a “Qualified Transition”). In the case of PBRSUs for which a Qualified Transition occurs during a performance period, Mr. Momen is entitled to a pro-rated portion of the earned PBRSU shares determined by adding the additional vesting credit to actual time served during the performance period, and based upon actual achievement of the underlying performance metric(s) upon completion of the performance period. The actual amounts that would be paid or distributed to our NEOs as a result of a termination event occurring in the future may be different than those set forth below as many factors will affect the amount of any payments and benefits upon a termination of employment. For example, some of the factors that could affect the amounts payable include the NEO’s base salary and the market price of our common stock at the time of the termination event. Additionally, we or an acquirer may mutually agree with the NEOs on severance terms that vary from those provided in pre-existing agreements. The tables below set forth the value of the benefits that each of our NEOs would be entitled to receive upon a qualifying termination event as of December 31, 2023, in accordance with SEC rules, and is based on the closing price of $8.74 of our common stock on December 29, 2023. As used in the tables below, “involuntary termination” means termination without cause or for good reason, as described above.

  63. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Board is currently comprised of ten members. In accordance with our Restated Certificate of Incorporation, our Board is divided into three staggered classes of directors. At the Annual Meeting, three Class I directors will be elected for a three-year term to succeed the same class whose term is then expiring. The following individuals, each of whom is currently serving on our Board as a Class I director, were nominated by our Board for election at the Annual Meeting, each to serve until the 2027 Annual Meeting of Stockholders and until his successor has been elected and qualified or his earlier death, resignation or removal: •Syed Faiz Ahmad; •Allan Landon; and •Timothy Mayopoulos. Our Bylaws require that in an uncontested election each director will be elected by the vote of the majority of the votes cast. A majority of votes cast means that the number of shares cast “for” a director’s election exceeds the number of votes cast “against” that director. A share that is otherwise present at the meeting but for which there is an abstention, or to which a stockholder gives no authority or direction, shall not be considered a vote cast. Each nominee has consented to being named in this Proxy Statement and to serve if elected. In the event that any nominee for any reason is unable to serve, or for good cause will not serve, the proxies will be voted for such substitute nominee as our Board may determine. Each nominee has agreed to resign if they do not receive a majority of votes cast. THE BOARD RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE NOMINATED DIRECTORS.

  64. ELECTION OF DIRECTORS

    | 2024 PROXY STATEMENT | PROPOSAL TWO: ADVISORY VOTE ON EXECUTIVE COMPENSATION |

  65. ELECTION OF DIRECTORS

    PROPOSAL TWO: