DEF 14A of SoFi Technologies, Inc., Apr 8, 2024

DEF 14A of SoFi Technologies, Inc.

Filed Apr 8, 2024 · FY20230001818874-24-000105

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Board of Directors presently consists of eleven (11) directors and there are eleven (11) nominees for directorships to be elected at the 2024 Annual Meeting. Our directors are elected annually for a one-year term expiring at the Annual Meeting of Stockholders in the following year. Each director will continue to serve as a director until the election and qualification of his or her successor, or until his or her earlier death, resignation, or removal. In identifying and recommending nominees for positions on our Board of Directors and in determining whether such nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable our Board of Directors to satisfy its oversight responsibilities effectively in light of its business and structure, our Nominating and Corporate Governance Committee focuses primarily on each person’s background and experience as reflected in the information discussed in each of the directors’ individual biographies set forth below in order to provide an appropriate mix of experience and skills relevant to the size and nature of its business. In addition, no director nominee can have violated any applicable state or federal laws, rules or regulations applicable to depository institutions or depository institution holding companies. At this time, the Nominating and Corporate Governance Committee does not have a policy with regard to the consideration of director candidates recommended by shareholders. The Nominating and Corporate Governance Committee believes that it is in the best position to identify, review, evaluate and select qualified candidates for Board of Directors membership, based on the comprehensive criteria for Board of Directors membership approved by the Board of Directors. The Nominating and Corporate Governance Committee will consider whether to nominate any person nominated by a stockholder pursuant to the provisions of the Company’s Bylaws relating to stockholder nominations and in accordance with the process described in “General Information — When are stockholder proposals and director nominations due for next year’s Annual Meeting of Stockholders?” above. Our Nominating and Corporate Governance Committee values diversity in director nominations. Our Nominating and Corporate Governance Committee charter provides that it will specifically direct any individuals assisting with recruitment to seek out potential candidates of gender and racial diversity to ensure that the committee has considered a full array of qualified candidates. In considering diversity, we consider, among other things, diversity of viewpoints, backgrounds and experience. Our Nominating and Corporate Governance Committee evaluates possible candidates in detail and suggests individuals to be evaluated in more depth.

  2. Nominees for Election to our Board of Directors

    Nominees for Election to our Board of Directors At the 2024 Annual Meeting, our stockholders will be asked to elect the eleven (11) director nominees set forth below for a one-year term expiring at the 2025 annual meeting of stockholders. While our Board of Directors does not anticipate that any of the director nominees will be unable to stand for election as a director nominee at the 2024 Annual Meeting, if that occurs, proxies will be voted in favor of such other person or persons who are recommended by our Nominating and Corporate Governance Committee and designated by our Board of Directors as a substitute nominee or nominees. Under our corporate governance guidelines, directors are expected to attend annual meetings except if unusual circumstances make attendance impractical. We expect that all of our directors will virtually attend the 2024 Annual Meeting. All the director nominees currently are members of our Board of Directors and have been recommended for re-election by our Nominating and Corporate Governance Committee and approved and nominated for re-election by our Board of Directors and all the director nominees have consented to serve if elected. Mr. Al-Hammadi was designated as the nominee of QIA FIG Holding LLC and Mr. Bingle was designated as the nominee of Silver Lake Partners pursuant to our Certificate of Incorporation and the Shareholders’ Agreement as described below. Ms. Bashir, a former nominee of SCH Sponsor when SCH Sponsor held designation rights pursuant to the Certificate of Incorporation and Shareholders’ Agreement, was subsequently recommended as a director nominee by the Nominating and Corporate Governance Committee following the cessation of SCH Sponsor’s designation rights as described in “Certain Relationships and Related Person Transactions.” Ms. Green was recommended to the Company by a third-party search firm and then evaluated and interviewed by members of the Nominating and Corporate Governance Committee, as well as most other members of the Board, prior to her appointment. The search firm assisted the Company in identifying and evaluating director candidates for a fee paid by the Company. Set forth below is information regarding the director nominees as of April 8, 2024. Our Nasdaq Board of Directors Diversity Matrix is posted on our website and presented in the section entitled “—Corporate Governance” herein.

  3. Nominees for Election to our Board of Directors

    | Name | Age | Position | | Anthony Noto | 55 | Chief Executive Officer and Director | | Tom Hutton | 69 | Chairman of the Board of Directors | | Steven Freiberg | 67 | Vice Chairman of the Board of Directors | | Ahmed Al-Hammadi | 42 | Director | | Ruzwana Bashir | 40 | Director | | Michael Bingle | 51 | Director | | Dana Green | 58 | Director | | John Hele | 65 | Director | | Clara Liang | 44 | Director | | Harvey Schwartz | 60 | Director | | Magdalena Yeşil | 65 | Director |

  4. Harvey Schwartz

    Harvey Schwartz Mr. Schwartz has served as a member of our Board of Directors since May 2021. Mr. Schwartz is Chief Executive Officer of Carlyle Group, Inc. and has served as a member of the board of The Carlyle Group since February 2023. Mr. Schwartz is the former President and Co-Chief Operating Officer of The Goldman Sachs Group, Inc. (“Goldman Sachs”). Mr. Schwartz joined Goldman Sachs in 1997 and subsequently held numerous senior leadership positions including Chief Financial Officer, Global Co-Head of the Securities Division, Head of Securities Division Sales, Head of North American Sales and Co-Head of the Americas Financing Group. Mr. Schwartz additionally served as a member of the firm’s Management Committee and co-headed its Risk Committee, Steering Committee on Regulatory Reform, Capital Committee and Finance Committee. Mr. Schwartz established the firm’s Investment Policy Committee on which he also served as a member. Mr. Schwartz retired from Goldman Sachs in April 2018. Prior to Goldman Sachs, Mr. Schwartz spent a decade working at several financial firms, including Citicorp, from 1990 through 1997. As both an investor and advisor, Mr. Schwartz is currently involved in a range of investment and philanthropic endeavors. These efforts include a focus on mental health and developing future business leaders, including women and young people seeking a career in finance. Mr. Schwartz has served as the Group Chairperson and Non-Executive Director of The Bank of London, a clearing and payments bank with operations in London and New York City, since November 2021. In addition, Mr. Schwartz serves on the board of One Mind, a nonprofit that accelerates collaborative research and advocacy to enable all individuals facing brain health challenges to build healthy, productive lives. Mr. Schwartz holds a bachelor of arts from Rutgers University, where he is a member of the university’s Board of Governors and its Hall of Distinguished Alumni. Mr. Schwartz also holds a master of business administration from Columbia University. We believe that Mr. Schwartz is qualified to serve as a member of our Board of Directors because of his extensive experience in, and knowledge of, the financial services industry.

  5. Magdalena Yeşil

    Magdalena Yeşil Ms. Yeşil has served as a member of our Board of Directors since May 2021 and as a director on the Social Finance Board of Directors from July 2018 until May 2021. Ms. Yeşil is a founder, entrepreneur, and venture capitalist of many of the world’s top technology companies, including salesforce.com, inc. (NYSE: CRM), in which she was the first investor and founding board member until 2005. Ms. Yeşil served as a general partner at U.S. Venture Partners, a leading Silicon Valley venture capital firm, from 1998 to 2005, where she oversaw investments in more than 30 companies, and served on the board of many early-stage companies. A technology pioneer, Ms. Yeşil founded three of the first companies dedicated to commercializing internet access, e-commerce infrastructure, and electronic payments, UUnet, CyberCash, and MarketPay, which earned her the Entrepreneur of the Year title from Red Herring magazine in 1997. She is also a founder of Broadway Angels, a group of female venture capitalists and angel investors. Ms. Yeşil is currently working on her fourth startup, Informed.IQ, an AI company automating the processing of consumer loan applications in real-time. She is the author of the best-selling book Power UP! How Smart Women Win in the New Economy, and is one of the four women featured in the non-fiction book Alpha Girls by Julian Guthrie. In addition to SoFi, Ms. Yeşil serves on the boards of Smartsheet (NYSE: SMAR), Picsart and Plume. Ms. Yeşil also served on the board of Zuora (NYSE: ZUO) from 2017 to December 2023. Ms. Yeşil holds a bachelor of science in industrial engineering and a master of science in electrical engineering from Stanford University. She is an immigrant to the United States. We believe that Ms. Yeşil is qualified to serve as a member of our Board of Directors because of her extensive experience leading and advising technology companies.

  6. Required Vote

    Required Vote A plurality of the votes cast, which requires at least one “For” vote, with nominees receiving the most “For” votes elected. “Withhold” votes and broker non-votes, if any, will have no effect. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” ALL NOMINEES LISTED IN PROPOSAL ONE FOR ELECTION TO SERVE A ONE-YEAR TERM ON THE BOARD OF DIRECTORS.

  7. Corporate Governance

    Corporate Governance

  8. Board of Directors Composition

    Board of Directors Composition Our Board of Directors will establish the authorized number of directors from time to time by resolution. The size of our Board of Directors has been fixed at eleven (11) members. Each director will continue to serve as a director until the election and qualification of their successor, or until their earlier death, resignation, or removal. Pursuant to the Shareholders’ Agreement, dated as of May 28, 2021, by and among us, SCH Sponsor V LLC (“SCH Sponsor”), and the parties identified on the signature pages thereto (“Shareholders’ Agreement”), certain stockholders have the right to designate seats on our Board of Directors. One board seat is designated by QIA FIG Holding LLC (“QIA FIG”) and is currently filled by Mr. Al-Hammadi. An additional board seat is designated by Silver Lake Partners (“Silver Lake”) and is currently filled by Mr. Bingle. Each of QIA FIG and Silver Lake have the right to designate a board seat for so long as the relevant existing investor holds in the aggregate an amount of SoFi shares equal to (i) at least 50% of its percentage ownership of SoFi immediately following the closing of the transactions contemplated by the merger agreement, dated January 7, 2021, between Social Finance and SCH Sponsor (the “Closing”) minus any of such existing investor’s shares of SoFi repurchased by SoFi pursuant to the Shareholders’ Agreement, or (ii) at least 5% of the then issued and outstanding shares of SoFi. SCH Sponsor previously had the right to designate (a) two board seats for so long as it or its affiliated funds held in the aggregate an amount of SoFi shares equal to at least 50% of its percentage ownership of SoFi immediately following the Closing, or (b) in the event the threshold set forth in (a) was not met, one board seat for so long as SCH Sponsor or its affiliated funds held in the aggregate either (x) an amount of SoFi shares equal to at least 25% of its percentage ownership of SoFi immediately following the Closing or (y) at least 5% of the then issued and outstanding shares of SoFi. Ms. Bashir was designated as the nominee of SCH Sponsor and its affiliated funds when SCH Sponsor had such nominee designation rights. On April 5, 2022, Red Crow Capital, LLC notified SoFi of its waiver of its rights to designate nominees to our Board of Directors pursuant to the Shareholders' Agreement. On April 1, 2022, Delaware Project 10 L.L.C., an affiliate of SoftBank Group Corp., notified us of its waiver of its and its affiliates’ rights to designate nominees to our Board of Directors pursuant to the Shareholders’ Agreement. When considering whether directors and director nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable our Board of Directors to satisfy its oversight responsibilities effectively in light of its business and structure, our Board of Directors expects to focus primarily on each person’s background and experience as reflected in the information discussed in each of the directors’ individual biographies set forth above in order to provide an appropriate mix of experience and skills relevant to the size and nature of its business.

  9. Board of Directors Diversity Matrix

    Board of Directors Diversity Matrix The below table presents self-identified diversity metrics of our Board of Directors as of April 8, 2024.

  10. Board of Directors Diversity Matrix

    | Total Number of Directors | 11 | | | | Female | Male | | Part I: Gender Identity | 4 | 7 | | Part II: Demographic Background | | | | Asian | 2 | — | | South Asian | 1 | — | | White | 1 | 6 | | Part III: Additional Information | | | | Directors who identify as Middle Eastern | 1 | 1 | | Directors who are Military Veterans | — | 1 |

  11. Board of Directors

    Board of Directors In 2023, our Board of Directors met fourteen times. In 2023, no member of our Board of Directors other than Mr. Costolo attended fewer than 75% of the aggregate of (i) the total number of meetings of the Board of Directors (held during the period for which he or she was a director) and (ii) the total number of meetings held by all committees of the Board of Directors on which such director served (held during the period that such director served). Mr. Costolo attended approximately 73% of such aggregate.

  12. Director Compensation

    Director Compensation The following table provides total compensation paid or awarded in 2023 to certain of our non-employee directors who served during 2023 based on the NED Compensation Policy, as defined below. Other than as set forth in this table and described more fully below, we did not pay any compensation or make any equity or non-equity awards to any of the non-employee members of our Board of Directors in 2023. We also did not pay any compensation or make any equity or non-equity awards to Mr. Noto, our Chief Executive Officer, in his capacity as director.

  13. Director Compensation

    | Name and Position | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Ahmed Al-Hammadi, Director(3) | 56,250 | 211,304 | 267,554 | | Ruzwana Bashir, Director(3) | 51,250 | 211,304 | 262,554 | | Michael Bingle, Director(3) | 54,000 | 211,304 | 265,304 | | Richard Costolo, Director(3)(4) | 54,000 | 211,304 | 265,304 | | Steven Freiberg, Vice Chairman(3)(4)(5) | 84,032 | 211,304 | 295,336 | | John Hele, Director(3)(4) | 33,560 | 211,304 | 244,864 | | Tom Hutton, Chairman(3)(4)(5) | 136,250 | 211,304 | 347,554 | | Clara Liang, Director(3)(7) | 65,250 | 211,304 | 276,554 | | Harvey Schwartz, Director(3) | 70,000 | 211,304 | 281,304 | | Magdalena Yeşil, Director(3)(4)(8) | 68,750 | 211,304 | 280,054 |

  14. Director Compensation

    __________________ (1)All fees presented in this table represent fees earned under our director compensation program during 2023. (2)Represents the grant date fair value of RSUs granted in 2023, as calculated in accordance with ASC 718, Compensation — Stock Compensation (“ASC 718”), the assumptions of which are set forth in our Annual Report on Form 10-K. (3)On July 8, 2023, we granted to each of Messrs. Al-Hammadi, Bingle, Costolo, Freiberg, Hele, Hutton and Schwartz and Mses. Bashir, Liang, and Yeşil 26,249 restricted stock units (“RSUs”), which had a grant date fair value of $211,304 and a vesting commencement date of July 14, 2023 and shall fully vest on the earlier of the next annual stockholder meeting of the Company after the vesting commencement date or the first anniversary of the vesting commencement date. As of December 31, 2023, each of the aforementioned directors, except Richard Costolo, had 26,249 RSUs outstanding. Mr. Costolo’s DSUs (as defined below) were forfeited in connection with his resignation from the Board of Directors, effective December 20, 2023. Mr. Bingle is required, upon the sale of securities he receives as director compensation, to remit the proceeds from any sales to Silver Lake Group, L.L.C. (4)Messrs. Costolo, Freiberg, Hele, and Hutton, and Ms. Yeşil elected to defer the annual stock award granted in 2023 under our Non-Qualified Deferred Compensation Plan to a future date. Additionally, Ms. Yeşil elected to defer the fees earned or paid in cash in 2023 under our Non-Qualified Deferred Compensation Plan. All deferred compensation are issued as deferred stock units (“DSUs”). (5)As of December 31, 2023, Mr. Freiberg had 546,850 options outstanding, all of which were exercisable. (6)As of December 31, 2023, Mr. Hutton had 211,361 options outstanding, all of which were exercisable. (7)As of December 31, 2023, Ms. Liang had 304,503 options outstanding, all of which were exercisable. (8)As of December 31, 2023, Ms. Yeşil had 313,704 options outstanding, all of which were exercisable. In connection with the consummation of the Business Combination (as defined in the section entitled “Compensation Discussion & Analysis” below), our Board of Directors approved a compensation program for our non-employee directors who are determined not to be affiliated with SoFi Technologies and SCH (the “NED Compensation Policy”). Pursuant to the terms of the NED Compensation Policy, in July 2023, non-employee directors were eligible to receive annual cash compensation of $50,000 paid in four quarterly installments, subject to continued service (and pro-rated if services are not provided for the full year). The chair of our Board of Directors was eligible to receive additional annual cash compensation of $75,000. In addition, non-employee directors were eligible to receive annual grants of restricted stock unit awards with a value of $250,000 for each grant, which awards are generally made at the time of the annual stockholder meeting and vest on the first to occur between the 12-month anniversary thereof and the next annual stockholder meeting. The number of RSUs granted is determined based on the trailing 30-day average per share price of our Common Stock as of the date of approval of such award. The first such grants were made (x) for existing directors, following such time as the initial award granted in connection with the Business Combination became 75% vested, and (y) for new directors, following initial appointment to the Board of Directors, provided that new director awards may be prorated if granted off-cycle. In addition to the foregoing, non-employee directors were entitled to receive additional annual cash compensation in connection with their committee service in 2023, including (i) for the Audit Committee, $25,000 per year for the chair and $12,500 per year for each member; (ii) for the Risk Committee, $25,000 per year for the chair and $12,500 per year for each member; (iii) for the Compensation Committee, $20,000 per year for the chair and $10,000 per year for each member; and (iv) for the Nominating and Corporate Governance Committee, $15,000 per year for the chair and $7,500 per year for each member. In April 2023, our Board of Directors approved the adoption of a non-qualified deferred compensation plan for independent directors of SoFi Technologies (“Director Deferred Compensation Plan”), which became effective in May 2023. The Director Deferred Compensation Plan is a non-qualified, unfunded plan established for the purpose of allowing directors of the Company to defer the receipt of income, including cash fees and equity awards granted in connection with their service on the Board of Directors. Under the Director Deferred Compensation Plan, a non-employee director can elect to defer up to 100% of their cash retainers and RSU awards. While the amounts deferred under the Director Deferred Compensation Plan are not invested in our Common Stock, the compensation of each director who elects to defer compensation under the Director Deferred Compensation Plan is still treated as if it had been invested in our Common Stock. This means that, if the value of our Common Stock increases, the relevant account balance for each such director will increase in value. Each director who participates in the Director Deferred Compensation Plan will receive distributions in the form of our Common Stock unless the Company, in its sole discretion, decides to distribute cash instead. Distributions under the Director Deferred Compensation Plan are generally made within 60 days upon the director's termination of service on the Board of Directors, the date that is five years from the date the director defers compensation under the Director Deferred Compensation Plan, the date of a sale of our Company, or the date of death or disability of the director, whichever occurs first.

  15. Advisory Vote on Named Executive Officer Compensation and Feedback

    At our 2022 Annual Meeting of Stockholders, we conducted a non-binding advisory vote on the frequency of future Say-on-Pay votes (commonly known as a “Say-on-Frequency” vote). A majority of our stockholders voted in favor of holding Say-on-Pay votes on an annual basis. Accordingly, our Board of Directors approved a resolution that, until the next non-binding advisory Say-on-Frequency vote, we will hold Say-on-Pay votes on an annual basis. Executive Compensation Program Changes for 2024 CEO Equity Award – As discussed in more detail below, in February 2024, the Compensation Committee granted PSU awards to our CEO pursuant to our long-term incentive compensation program. The Compensation Committee believes that the grant of PSU awards will strengthen our “pay-for-performance” compensation philosophy because such awards are only earned upon achievement of key performance goals that drive our business and stockholder value. Consequently, we believe these PSU awards increase the alignment between the interests of our executive officers and stockholders. The target value of our CEO’s PSU award and the allocation of his overall equity award between his PSU award and RSU award were each formulated by the Compensation Committee after considering, among other things, the intensely competitive market in which we operate and the importance of our CEO to the achievement of our financial and strategic business objectives. In determining the size of our CEO’s overall equity award, the Compensation Committee reviewed his overall target total direct compensation in view of, among other things, our consistently strong financial and operational performance under his leadership, his significant contributions to our development both preceding and following our transition to public company status, the remaining prospective incentive and retention value of his then-current equity holdings, the highly competitive market for proven executive talent, and his historical level of compensation relative to that of similarly-situated executives at the companies in our compensation peer group. After reviewing the challenges and opportunities presented by our long-term financial and strategic business objectives, the Compensation Committee determined that our CEO is uniquely qualified to continue to lead us through our next stage of development as we aim to continue to create long-term sustainable stockholder value. As a result, the Compensation Committee determined that, with respect to his overall equity award, the allocation between a performance-based award and a time-based award should serve to both recognize and reward him for his prior performance and serve as an incentive for him to remain with us and to drive the next phase of our growth. As discussed above, in February 2024, the Compensation Committee recommended to the independent members of our Board of Directors that our CEO’s annual equity award be granted in the form of both a PSU award and an RSU award. The Compensation Committee recommended that the dollar value of the PSU award comprise 25% of his equity award and the dollar value of the RSU award comprise the remaining 75% of the equity award. In February 2024, the independent members of our Board of Directors approved the grant of our CEO’s annual equity award in the form of a PSU award for 726,217 units and an RSU award for 2,178,650 units. PSU Award – Our CEO may earn between 0% and 150% of the target number of PSUs subject to the achievement of certain pre-established tangible book value performance targets measured over a three-year performance period (the “Measurement Period”), subject to a modifier based on our total stockholder return (“TSR”) compared to the Nasdaq Composite Index also measured over the Measurement Period, which will increase or decrease the number of PSUs that vest by 25% (capped at 187.5% of the target number of PSUs subject to the award). Further, if our TSR over the Measurement Period is negative, the TSR modifier is capped at target (even if our TSR exceeds the 50th percentile of the pre-selected index). In the event of actual performance between the threshold and target, and target and maximum, performance levels, the percentage of PSUs that vest will be calculated between each designated segment using linear interpolation. Further, if the Company’s total risk weighted capital ratio falls below 10.5% at any point during the Measurement Period, 100% of the PSUs will immediately be forfeited in their entirety. RSU Award – The RSU award granted to our CEO vests in 16 equal quarterly increments beginning on the vesting commencement date, March 14, 2024, subject to our CEO remaining employed with us through each applicable vesting date. The RSUs subject to our CEO’s RSU award represent a contingent right to receive one share of our Common Stock for each RSU that vests. CEO and Executive “Risk Taker” Scorecard – In January 2024, a “Risk Taker” scorecard was introduced for our CEO and the rest of the executive officers, including our NEOs. The scorecard will be used to track and monitor our CEO’s and each executive officer’s performance in identifying, measuring, monitoring and controlling risks within the Company and their respective function or business unit. Performance against this scorecard will be used by the Board of Directors and the Compensation Committee to inform 2024 annual cash bonus decisions and 2025 equity award decisions. Executive Compensation Program Changes for 2025 and 2026 In 2025, the Compensation Committee intends to extend the grant of PSU awards to all our executive officers, including our CEO and our other Named Executive Officers. Our CEO will receive 50% of the dollar value of his annual equity award in the form of a PSU award and 50% in the form of an RSU award vesting quarterly over four years, while our other Named Executive Officers and remaining executive officers will receive 25% of the dollar value of their annual equity award in the form of a PSU award and 75% in the form of an RSU award vesting quarterly over four years. In 2026, the Compensation Committee intends to continue to grant PSU awards to all our executive officers, including our CEO and our other Named Executive Officers. Our CEO and our other Named Executive Officers and remaining executive officers, will receive 50% of the dollar value of their annual equity award in the form of a PSU award and 50% in the form of an RSU award vesting quarterly over four years.

  16. Relationship Between Pay and Performance

    Relationship Between Pay and Performance We believe our executive compensation program is reasonable, competitive, and appropriately balances the goals of attracting, motivating, rewarding, and retaining our Named Executive Officers with the goal of aligning their interests with those of our stockholders. To secure this alignment and to motivate and reward individual initiative and effort, we seek to ensure that a meaningful portion of our Named Executive Officers’ target annual total direct compensation opportunity is both variable in nature and “at-risk.” We emphasize variable compensation that appropriately rewards our Named Executive Officers through two separate compensation elements: •First, we provide the opportunity to participate in our Annual Cash Bonus Plan, which provides cash payments if we produce short-term financial, operational, and strategic results that meet or exceed pre-established corporate goals as determined by our Board of Directors, and includes the evaluation of certain individual contributions in achieving those goals. •Second, we grant both time-based RSU awards and PSU awards, from time to time, that may be settled for shares of our Common Stock, which in the aggregate comprise a majority of the Named Executive Officers’ target annual total direct compensation opportunities. The value of these equity awards depends entirely on the value of our Common Stock, thereby incentivizing our Named Executive Officers to build sustainable long-term value for the benefit of our stockholders. These variable pay elements ensure that, each year, a substantial portion of our Named Executive Officers’ target total direct compensation is contingent (rather than fixed) in nature, with the amounts ultimately payable subject to variability above or below target levels commensurate with our actual performance. In 2023, approximately 93% of our CEO’s total direct compensation and approximately 90%, on average, of our other Named Executive Officers’ total direct compensation consisted of “at risk” variable compensation. We believe that this design provides balanced incentives for our Named Executive Officers to execute our operational objectives and drive long-term growth. To ensure that we remain faithful to our compensation philosophy, the Compensation Committee regularly evaluates the relationship between the values of the equity awards granted to our Named Executive Officers, the amount of compensation realizable (and, ultimately, realized) from such awards in subsequent years, and performance over this period.

  17. Setting Target Total Direct Compensation

    Setting Target Total Direct Compensation During the first quarter of each year, the Compensation Committee conducts a review of the compensation arrangements of our executive officers, including our Named Executive Officers. As part of this review, the Compensation Committee evaluates the base salary levels, annual cash bonus opportunities, and long-term incentive compensation opportunities of our executive officers, including our Named Executive Officers, and all related performance criteria. The Compensation Committee does not establish a specific target for formulating the annual total direct compensation opportunities of our executive officers. In making decisions about the compensation of our executive officers, including our Named Executive Officers (other than our CEO) and recommendations about the compensation of our CEO to the independent members of our Board of Directors, the members of the Compensation Committee rely on their general experience and subjective considerations of various factors (in combination with the guidance provided by the compensation consultant), including the following: •our executive compensation program objectives; •our performance against the financial, operational, and strategic objectives established by the Compensation Committee and our Board of Directors; •each individual executive officer’s knowledge, skills, experience, qualifications, and tenure relative to other similarly situated executives at companies in the competitive market; •the scope of each executive officer’s role and responsibilities compared to other similarly situated executives at companies in the competitive market; •the prior performance of each individual executive officer, based on a subjective assessment of his or her contributions to our overall performance, ability to lead his or her function or business unit and work as part of a team, all of which reflect our core values; •the potential of each individual executive officer to contribute to our long-term financial, operational, and strategic objectives; •our CEO’s compensation relative to that of our other executive officers, and compensation parity among our executive officers; •our financial performance relative to our peers; •the compensation practices of our compensation peer group and the companies in selected broad-based compensation surveys and the positioning of each executive officer’s compensation in a ranking of peer company compensation levels based on an analysis of competitive market data and selected broad-based compensation surveys; and •the recommendations of our CEO with respect to the compensation of our executive officers (except with respect to his own compensation). These factors provide the framework for compensation decision-making and final decisions regarding the compensation opportunity for each executive officer, including our Named Executive Officers. No single factor is determinative in setting compensation levels, nor is the impact of any individual factor on the determination of pay levels quantifiable. As described further below, the Compensation Committee works with its compensation consultant to use compensation data from both a representative group of peer companies and, to the extent that additional compensation data is necessary to obtain an understanding of the competitive practices for certain executive positions (as well as a general understanding of market compensation levels), compensation data from relevant cuts of broad compensation surveys, to compare and analyze the compensation levels of our executive officers, including our Named Executive Officers, against the competitive market and to assist the Compensation Committee in setting compensation levels and making specific compensation decisions with respect to our executive officers, including our Named Executive Officers.

  18. Role of Compensation Consultant

    Role of Compensation Consultant The Compensation Committee has the sole authority to retain an external compensation consultant to assist it by providing information, analysis, and other advice relating to the compensation of our executive officers, including our Named Executive Officers, including the authority to approve the compensation consultant’s reasonable fees and other retention terms. The compensation consultant reports directly to the Compensation Committee and its chair, and serves at the discretion of the Compensation Committee, which reviews the engagement annually. The Compensation Committee initially engaged Compensia, Inc. (“Compensia”), a national compensation consulting firm, in 2020 to serve as the Compensation Committee’s compensation consultant to advise on executive compensation matters, including competitive market pay practices for our executive officers, including our Named Executive Officers, and with data analysis and selection of the compensation peer group. The Compensation Committee continued to engage Compensia in 2023 to provide these services. During 2023, Compensia attended the meetings of the Compensation Committee (both with and without management present) as requested and provided various services, including the analysis and selection of our compensation peer group, the review and analysis of the target total direct compensation opportunities for our executive officers, including our Named Executive Officers, the review and analysis of the design for our short-term incentive compensation, the review and analysis for the introduction of PSU awards into our long-term incentive compensation program, the adoption of a clawback policy, the preparation of a compensation-related risk assessment for our executive compensation program, the review and analysis of the compensation for the non-employee members of our Board of Directors and the development of tools for the efficient administration of the Compensation Committee. The terms of Compensia’s engagement include reporting directly to the Compensation Committee chair. At the request of the Compensation Committee, Compensia also coordinated with our management for data collection and informal market comparisons for our Named Executive Officers. In 2023, Compensia did not provide any other services to us. The Compensation Committee has evaluated its relationship with Compensia to ensure that it believes that such firm is independent from management. This review process included a review of the services that such compensation consultant provided, the quality of those services and the fees associated with the services provided during 2023. Based on this review, as well as consideration of the factors affecting independence set forth in Exchange Act Rule 10C-1(b)(4), Rule 5605(d)(3)(D) of the Nasdaq Marketplace Rules, and such other factors as were deemed relevant under the circumstances, the Compensation Committee has determined that no conflict of interest was raised as a result of the work performed by Compensia.

  19. Competitive Positioning

    Competitive Positioning The Compensation Committee believes that peer group comparisons are useful guides to evaluate the competitiveness of our executive compensation program and related policies and practices. For purposes of assessing our executive compensation against the competitive market, the Compensation Committee reviews and considers the compensation levels and practices of a select group of peer companies. This compensation peer group consists of technology and financial services companies that are similar to us in terms of market capitalization and scope of business. The competitive data drawn from this compensation peer group is one of several factors that the Compensation Committee considers in making its decisions and recommendations with respect to the compensation of our executive officers, including our Named Executive Officers. In July 2022, the Compensation Committee approved a compensation peer group with the assistance of Compensia to analyze the compensation of our executive officers, including our Named Executive Officers. In identifying and selecting the companies to comprise the compensation peer group, Compensia considered the following primary criteria: •publicly-traded companies headquartered in the United States; •technology companies with a direct to consumer business model, as well as companies with which we compete for executive talent; •companies within an annual revenue range of $2.5 billion or more; •companies within a market capitalization range of $10 billion or more; •technology companies with a three to five-year revenue compound annual growth rate of 25% or more; •companies with a return on invested capital of 25% or more; •companies with a return on equity of 20% to 25% or more; •companies with a global employee population of 2,000 to 3,000 or more; and •companies with diversified financial statements. After evaluating the proposed peer companies against these criteria, the Compensation Committee approved the following compensation peer group in July 2022:

  20. Competitive Positioning

    | Affirm Holdings, Inc. | LendingTree, Inc. | The Charles Schwab Corporation | | Black Knight, Inc. | Opendoor Technologies Inc. | The Trade Desk, Inc. | | Block, Inc. (fka Square) | Pinterest, Inc. | X (fka Twitter) | | Carvana Co. | Redfin Corporation | Uber Technologies, Inc. | | Etsy Inc. | Rocket Companies, Inc. | Upstart Holdings, Inc. | | First Republic Bank | SVB Financial Group | Zillow Group, Inc. | | Interactive Brokers Group, Inc. | Intuit Inc. | |

  21. Competitive Positioning

    This compensation peer group was used by the Compensation Committee for the rest of 2022 and into 2023 as a reference for understanding the competitive market for executive positions in our industry sector. The Compensation Committee used data drawn from the companies in our compensation peer group, as well as data drawn from a custom cut of the Radford Global Technology Survey (which contained 18 of the 20 peer group companies), to evaluate the competitive market when determining the total direct compensation packages for executive officers, including our Named Executive Officers, for part of 2023, including base salary, target annual cash bonus opportunities, and long-term incentive compensation opportunities. In April 2023, based on feedback about our executive compensation program and after discussions with its compensation consultant, the Compensation Committee, with the assistance of Compensia, launched a comprehensive review of our compensation peer group with the objective of updating the peer group to reflect peer companies that were more comparable to us at our particular stage of maturity. In evaluating the companies comprising the compensation peer group at that time, Compensia considered the following selection criteria which, although similar in many respects to the criteria that had been used in prior years, also took into consideration the changes in our market capitalization and our evolving business focus: •publicly-traded companies headquartered in the United States or otherwise having public disclosure of their executive compensation program; •technology companies in the financial technology, consumer finance, direct-to-consumer, investment banking and brokerage and financial exchange and data sectors, as well as regional banking companies and other companies with which we compete for executive talent; •companies within an annual revenue range of $2.5 billion or more, and more specifically companies with annual revenue ranging from approximately $550 million to approximately $5.0 billion (which was approximately 0.33x to approximately 3.0x our prior four fiscal quarters’ revenue of approximately $1.66 billion); •companies within a market capitalization range of $10 billion or more, and more specifically companies with a market capitalization ranging from approximately $1.6 billion to approximately $26.4 billion (which was approximately 0.25x to approximately 4.0x our market capitalization as of June 26, 2023 of approximately $6.6 billion); •technology companies with a three to five-year revenue compound annual growth rate of 25% or more; •companies with a return on invested capital of 25% or more; •companies with a return on equity of 20% to 25% or more; •companies with a global employee population of 3,000 or more; and •companies with diversified financial statements. Based on a review of the analysis prepared by Compensia, the Compensation Committee approved a revised compensation peer group in July 2023 for the remainder of 2023 and into 2024 consisting of the following companies:

  22. Competitive Positioning

    | Affirm Holdings, Inc. | Etsy Inc. | Shift4 Payments, Inc. | | Ameriprise Financial, Inc. | First Horizon Corporation | Smartsheet Inc. | | Black Knight, Inc. | Interactive Brokers Group, Inc. | The Charles Schwab Corporation | | Block, Inc. (fka Square) | Pinterest, Inc. | Toast, Inc. | | Capital One Financial Corp. | Robinhood Markets, Inc. | Zillow Group, Inc. | | Credit Acceptance Corp. | Rocket Companies, Inc. | |

  23. Competitive Positioning

    In approving this revised compensation peer group, the Compensation Committee removed Intuit, Lending Tree and Uber from the peer group as they no longer fit within the desired market capitalization range, Carvana, Opendoor Technologies, Redfin, The Trade Desk and Upstart Holdings as we no longer considered them to be appropriate peers for evaluating our executive compensation, and SVB Financial Group, First Republic Bank, and X (fka Twitter) which were no longer publicly traded companies. The Compensation Committee reviews our compensation peer group at least annually and makes adjustments to its composition if warranted, taking into account changes in both our business and the businesses of the companies in the peer group.

  24. Compensation Elements

    Compensation Elements Generally, our executive compensation program in 2023 consisted of three principal elements — base salary, annual cash bonus opportunities, and long-term incentive compensation opportunities in the form of equity awards. It also included participation in our broad-based health and welfare benefit programs.

  25. Compensation Elements

    | Element | Type of Element | Compensation Element | Objective | | Base Salary | Fixed | Cash | Designed to attract and retain executives by providing a competitive fixed amount of cash compensation based on the executive’s role, prior experience, and expected contributions to the Company | | Annual Cash Bonuses | Variable | Cash | Designed to motivate our executives to achieve business objectives tied to specific Company metrics and which are aligned to our annual priorities, with the payout opportunity based on Company and individual performance | | Long-Term Incentive Compensation | Variable | Equity awards in the form of RSU awards that may be settled for shares of our Common Stock | Designed to align the interests of our executives and our stockholders while helping to attract and retain talented leaders by paying for performance |

  26. Compensation Elements

    We also provide certain post-employment compensation (severance and change of control) payments and benefits that are consistent with our view of competitive market practices, and other benefits, such as health and welfare programs, including a Section 401(k) Plan. In general, our executive officers participate in the standard employee health and welfare benefit programs available to our employees generally.

  27. Annual Cash Bonus Plan

    Annual Cash Bonus Plan We provide our executive officers, including our Named Executive Officers, with the opportunity to earn annual cash bonuses that are intended to encourage the achievement of corporate performance goals. For 2023, the Annual Cash Bonus Plan was based on the achievement of two pre-established financial performance objectives and the achievement of two pre-established operational performance objectives as set forth in our “Company Scorecard.” To be eligible to receive an annual cash bonus payment, a participant, including a Named Executive Officer, must be employed by us on the last calendar day of the applicable Annual Cash Bonus Plan period, in this case, December 31, 2023. The individual components of the Annual Cash Bonus Plan discussed below were chosen because the Compensation Committee believes each component properly and effectively motivates each executive officer, including each Named Executive Officer, to achieve the Company’s pre-established corporate goals and their individual performance goals.

  28. Target Annual Cash Bonus Opportunities

    Target Annual Cash Bonus Opportunities Under the Annual Cash Bonus Plan, each executive officer, including each Named Executive Officer, is assigned a target annual cash bonus opportunity, expressed as a percentage of his or her annual base salary. In February 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 its compensation consultant, the recommendations of our CEO (except with respect to his own target annual cash bonus opportunity) and the other factors set forth in “Compensation-Setting Process — Setting Target Total Direct Compensation” above. Following this review, the Compensation Committee recommended to the independent members of our Board of Directors that the target annual cash bonus opportunity for our CEO be maintained at its 2022 level and the independent members of our Board of Directors approved this recommendation. The Compensation Committee also determined to maintain the target annual cash bonus opportunities of our executive officers, including the target annual cash bonus opportunities of our other Named Executive Officers, at their 2022 levels. The target annual cash bonus opportunities of our Named Executive Officers, as a percentage of annual base salary, were as follows:

  29. Target Annual Cash Bonus Opportunities

    | Named Executive Officer | 2022 Target Annual Cash Bonus Opportunity (as a percentage of base salary) | 2023 Target Annual Cash Bonus Opportunity (as a percentage of base salary) | Percentage Increase | | Mr. Noto | 200% | 200% | —% | | Mr. Lapointe | 100% | 100% | —% | | Mr. White | 100% | 100% | —% | | Mr. Borton | 100% | 100% | —% | | Mr. Webster | 100% | 100% | —% |

  30. Corporate Performance Objectives

    Corporate Performance Objectives In February 2023, the Compensation Committee selected our annual adjusted net revenue and adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) as the two financial performance measures for the Annual Cash Bonus Plan. The Compensation Committee believed these financial performance measures were appropriate for our business because they provided a balance between generating revenue, managing our expenses and growing our business, which it believes most directly influences the creation of long-term stockholder value. Each financial performance measure was weighted according to the Compensation Committee’s assessment of its relative significance related to the successful execution of our overall annual operating plan for 2023. Each of these financial measures is defined in our Annual Report on Form 10-K. Each of these financial performance measures was equally weighted as 35% of our executive officers’ annual cash bonus payment. Please refer to Appendix B for the definitions and uses of this latter performance measure, as well as reconciliations of this non-GAAP measure to its most directly comparable GAAP measure.

  31. Company Scorecard Objectives

    Company Scorecard Objectives In February 2023, the Compensation Committee selected new members and new products as the two operational performance measures for the Annual Cash Bonus Plan. Each of these operational performance measures was equally weighted as 15% of our executive officers’ annual cash bonus payment, with the total company scorecard weighted as 30% of our executive officers annual cash bonus payment. For this purpose: New members (nonfinancial performance measure): We refer to our customers as “members.” We define a member as someone who has a lending relationship with us through origination and/or ongoing servicing, opened a financial services account, linked an external account to our platform or signed up for our credit score monitoring service. Once someone becomes a member, they are always considered a member unless they violate our terms of service. We view members as an indication not only of the size and a measurement of growth of our business, but also as a measure of the significant value of the data we have collected over time. “New members” represents the increase in members during the period. New products (nonfinancial performance measure): Total products refers to the aggregate number of lending and financial services products that our members have selected on our platform since our inception through the reporting date, whether or not the members are still registered for such products. Total products is a primary indicator of the size and reach of our Lending and Financial Services segments. Management relies on total products metrics to understand the effectiveness of our member acquisition efforts and to gauge the propensity for members to use more than one product. In the event a member is removed in accordance with our terms of service, the member’s associated products are also removed. “New Products” represents the increase in total products during the period.

  32. Performance Measure Achievement and Payment Matrix

    Performance Measure Achievement and Payment Matrix In February 2023, the Compensation Committee set the threshold, target and maximum performance payment levels for each of the corporate performance measures for purposes of the Annual Cash Bonus Plan as follows:

  33. Annual Cash Bonus Plan Payments

    Annual Cash Bonus Plan Payments In February 2024, the Compensation Committee evaluated our actual performance against the corporate performance measures and determined that we had achieved (i) 96% of our Adjusted Net Revenue performance measure for a payment percentage of 111%, (ii) 124% of our Adjusted EBITDA performance measure for a payment percentage of 131% and (iii) 117% of our corporate scorecard performance measure for a payment percentage of 126%, or an aggregate payment percentage of 123%. Notwithstanding the actual aggregate payment percentage as determined under the Annual Cash Bonus Plan, the Compensation Committee decided to adjust the aggregate payment percentage to 120%. For each of our executive officers, including our Named Executive Officers, their annual cash bonus payment was determined by taking into consideration our percentage achievement of the corporate performance objectives, as well as their individual performance. This determination was made by the independent members of our Board of Directors in the case of our CEO and by the Compensation Committee in the case of our other Named Executive Officers. In view of such assessments, our Named Executive Officers received the following annual cash bonus payments for 2023:

  34. Annual Cash Bonus Plan Payments

    | Named Executive Officer | 2023 Target Annual Cash Bonus Opportunity (as a percentage of base salary) | 2023 Target Annual Cash Bonus Opportunity ($) | 2023 Target Annual Cash Bonus Opportunity at 120% Annual Cash Bonus Funding ($) | Individual Multiplier(1) | 2023 Actual Annual Cash Bonus Payment ($) | Payment Percentage (%)(1) | | Mr. Noto | 200% | 2,000,000 | 2,400,000 | 113% | 2,712,000 | 136% | | Mr. Lapointe | 100% | 500,000 | 600,000 | 112% | 670,000 | 134% | | Mr. White | 100% | 500,000 | 600,000 | 103% | 615,000 | 123% | | Mr. Borton | 100% | 500,000 | 600,000 | 100% | 600,000 | 120% | | Mr. Webster | 100% | 525,000 | 630,000 | 105% | 660,000 | 126% |

  35. Annual Cash Bonus Plan Payments

    __________________ (1)The individual multipliers and payment percentages are rounded to the nearest whole number. The annual cash bonus payments awarded to our Named Executive Officers for 2023 are also set forth in the “2023 Summary Compensation Table” below.

  36. Long-Term Equity Incentive Compensation

    Long-Term Equity Incentive Compensation As a technology and financial services company that encounters significant competition for qualified personnel, long-term incentive compensation plays a critical role in our ability to attract, hire, motivate, and reward qualified and experienced executive officers. The use of long-term incentive compensation in the form of equity awards is necessary for us to compete for qualified executive officers without significantly increasing cash compensation and is the most important element of our executive compensation program. We use equity awards to incentivize and reward our executive officers for long-term corporate performance based on the value of our Common Stock and, thereby, to align their interests with the interests of our stockholders. The realized value of these equity awards bears a direct relationship to our stock price, and, therefore, these awards are an incentive for our executive officers to create value for our stockholders. Equity awards also help us retain our executive officers in a highly competitive market. In 2023, we used time-based RSU awards that may be settled for shares of our Common Stock to motivate and reward our executive officers, including our Named Executive Officers, for long-term increases in the value of our Common Stock. We view these equity awards as inherently variable since the grant date fair value of these awards may not necessarily be indicative of their value when, and if, the RSUs underlying these awards vest or are earned. 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, including our Named Executive Officers, that are aligned with the interests of our stockholders. Further, because RSU awards have value to the recipient even in the absence of stock price appreciation, we believe that we are able to incentivize and retain our executive officers, including our Named Executive Officers, using fewer shares of our Common Stock than would be necessary if we exclusively used stock options to provide an equity stake in the Company. We have 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. Instead, the Compensation Committee has exercised its judgment as to the size of the awards after taking into consideration a competitive market analysis prepared by its compensation consultant, the recommendations of our CEO (except with respect to his own equity award), each executive officer’s outstanding equity holdings (including the current economic value of his or her unvested equity holdings and the ability of these unvested holdings to satisfy our retention objectives), the projected impact of the proposed awards on our earnings, the proportion of our total shares outstanding used for annual employee long-term incentive compensation awards (our “burn rate”) in relation to the annual burn rate ranges of the companies in our compensation peer group, the potential voting power dilution to our stockholders in relation to the median practice of the companies in our compensation peer group, as well as the other factors described in “Compensation-Setting Process — Setting Target Total Direct Compensation” above. Based upon these factors, the Compensation Committee or, with respect to any award granted to the CEO, the independent members of the Board of Directors, formulates and determines the size of each equity award it decides to grant at levels considered appropriate to create a meaningful opportunity for reward predicated on the creation of long-term stockholder value. February 2023 RSU Award to Mr. Noto In February 2023, the Compensation Committee recommended, and the independent members of our Board of Directors approved, the grant of an RSU award under the 2021 Plan that may be settled for 2,033,816 shares of our Common Stock to our CEO based on a target value equal to $14,196,036, with the number of RSUs subject to the award determined by dividing the award’s total dollar value by the average of the closing market price on the NASDAQ of one share of our Common Stock over the trailing 30 calendar day period ending on March 20, 2023. Each RSU represents a contingent right to receive one share of our Common Stock for each RSU that vests. The RSU award vests in twelve equal quarterly increments beginning on March 14, 2023, in each case subject to our CEO remaining employed with us through each applicable vesting date. February 2023 RSU Awards to Certain Named Executive Officers In February 2023, after taking into consideration a competitive market analysis prepared by its compensation consultant, the recommendations of our CEO, and the other factors set forth in “Compensation-Setting Process — Setting Target Total Direct Compensation” above, the Compensation Committee determined to grant time-based RSU awards that may be settled for shares of our Common Stock to certain of our then-incumbent executive officers, including certain of our then-incumbent Named Executive Officers. After reviewing the information provided by its compensation consultant and confirming the fair market value of our Common Stock, the Compensation Committee approved the grant of RSU awards to the following then-incumbent Named Executive Officers under our 2021 Plan:

  37. Long-Term Equity Incentive Compensation

    | Named Executive Officer | RSU Awards (number of units) | RSU Awards (grant date fair value) | | Mr. Lapointe | 796,374 | $5,733,893 | | Mr. White | 539,084 | 3,881,405 | | Mr. Borton | 490,076 | 3,528,547 | | Mr. Webster | 490,076 | 3,528,547 |

  38. Long-Term Equity Incentive Compensation

    Each RSU granted pursuant to the awards represents a contingent right to receive one share of our Common Stock for each RSU that vests. The RSU awards vest in 12 equal quarterly increments with a vesting commencement date beginning on March 14, 2023, in each case subject to the Named Executive Officer remaining employed with us through each applicable vesting date. The equity awards granted to our Named Executive Officers during 2023 are also set forth in the “2023 Summary Compensation Table” and the “2023 Grants of Plan-Based Awards Table” below.

  39. Employment Arrangements

    Employment Arrangements We have entered into a written employment agreement with our CEO and written employment offer letters with each of our other Named Executive Officers. Each of these agreements was approved on our behalf by our Board of Directors and/or the Compensation Committee. We believe that these arrangements were necessary to secure the service of these individuals in a highly competitive job market. As a condition to entering into the employment agreement with our CEO and the employment offer letters with our other Named Executive Officers, each Named Executive Officer is subject to our standard confidential information and invention assignment agreement. In filling each of our Named Executive Officer positions, we recognized the need to develop competitive compensation packages to attract qualified candidates in a dynamic labor market. At the same time, in formulating these compensation packages, we were sensitive to the need to integrate these individuals into the executive compensation structure that we were seeking to develop, balancing both competitive and internal equity considerations. Each of these employment arrangements does not have a specific term, provides for “at will” employment (meaning that either we or the Named Executive Officer may terminate the employment relationship at any time without cause), and generally set forth the Named Executive Officer’s initial base salary, a target annual cash bonus opportunity, the grant of one or more equity awards by our Board of Directors or the Compensation Committee, and eligibility to participate in our employee benefit plans and programs in effect for similarly situated employees during his or her employment. Each of these employment agreements or employment offer letters also contains provisions for certain payments and benefits in the event of certain qualifying terminations of employment, including a termination of employment following a change in control of the Company. These post-employment compensation arrangements are discussed in “Post-Employment Compensation Arrangements” below. For a detailed description of the employment arrangements with our Named Executive Officers, see “Employment Arrangements” below.

  40. Accounting for Stock-Based Compensation

    Accounting for Stock-Based Compensation The Compensation Committee takes the accounting implications into account in designing compensation plans and arrangements for our executive officers and other employees. Chief among these is ASC 718, the standard which governs the accounting treatment of certain stock-based compensation. Among other things, ASC 718 requires us to record compensation expense in our income statement for all equity awards granted to our executive officers and other employees. This compensation expense is based on the grant date “fair value” of the equity award and, in most cases, will be recognized ratably over the award’s requisite service period (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.

  41. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table sets forth information with respect to compensation awarded to, earned by, or paid to our NEOs during the years indicated.

  42. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Anthony Noto | 2023 | 1,000,000 | — | 14,196,036 | 2,712,000 | 355,850 | 18,263,886 | | Chief Executive Officer | 2022 | 965,385 | — | 9,400,414 | 2,340,559 | 186,935 | 12,893,293 | | | 2021 | 850,000 | — | 101,187,079 | 892,500 | 68,531 | 102,998,110 | | Christopher Lapointe | 2023 | 500,000 | — | 5,733,893 | 670,000 | — | 6,903,893 | | Chief Financial Officer | 2022 | 500,000 | 100,000 | 3,310,062 | 660,000 | — | 4,570,062 | | | 2021 | 489,423 | — | 11,907,460 | 515,000 | — | 12,911,883 | | Derek White | 2023 | 500,000 | — | 3,881,405 | 615,000 | 14,000 | 5,010,405 | | CEO of Galileo and Head of SoFi International | 2022 | 500,000 | — | — | 490,000 | — | 990,000 | | | 2021 | 296,154 | 2,000,000 | 24,784,073 | 260,000 | — | 27,340,227 | | Chad Borton | 2023 | 500,000 | — | 3,528,547 | 600,000 | — | 4,628,547 | | Former EVP and Group Business Unit Leader – Lending & President, SoFi Bank | 2022 | 469,231 | 27,123 | 4,427,681 | 600,000 | — | 5,524,035 | | Aaron Webster | 2023 | 525,000 | — | 3,528,547 | 660,000 | — | 4,713,547 | | Former Chief Risk Officer, Global Head of Operations and LatAm and former EVP Global Operations, Business Risk and LatAm | 2022 | 513,462 | 100,000 | 7,608,311 | 650,000 | — | 8,871,773 |

  43. 2023 Summary Compensation Table

    _________________ (1)In May 2020, Mr. Noto voluntarily forfeited his salary for the remainder of the fiscal year in response to the global COVID-19 pandemic and macroeconomic uncertainty. Effective January 1, 2021, Mr. Noto’s annual salary increased from $600,000 to $850,000. In September 2020, Mr. Lapointe was appointed as Chief Financial Officer, for which his annual salary increased to $450,000. In March 2021, Mr. Lapointe’s annual salary increased to $500,000. In March 2022, the independent members of our Board of Directors increased the annual base salary of Mr. Noto from $850,000 to $1,000,000. In August 2022, Mr. Borton was promoted to Executive Vice President and Group Business Unit Leader – Lending & President, SoFi Bank, for which his annual base salary increased to $500,000. In March 2024, Mr. Borton resigned his position as Executive Vice President and Group Business Unit Leader – Lending & President, SoFi Bank, effective April 12, 2024. SoFi and Mr. Borton did not enter into a separation agreement in connection with his resignation. In May 2021, Mr. White was hired as CEO of Galileo and Head of SoFi International, for which his annual base salary was $500,000. In June 2022, Mr. Webster was promoted to Chief Risk Officer, Global Head of Operations and LatAm, for which his annual base salary increased to $525,000. In February 2024, Mr. Webster was appointed Executive Vice President, Global Operations, Business Risk and LatAm, and in March 2024, Mr. Webster resigned his position as Executive Vice President Global Operations, Business Risk and LatAm effective March 15, 2024. SoFi and Mr. Webster did not enter into a separation agreement in connection with his resignation. (2)Includes the amount of discretionary bonuses paid to certain of our NEOs. In 2020, Mr. Lapointe served as interim Chief Financial Officer from April 1, 2020 through September 13, 2020, for which he received a discretionary bonus of $25,000 per month during that time. Messrs. Lapointe, Borton and Webster received discretionary bonuses in May 2022 in recognition of efforts undertaken in assisting us to obtain our bank charter. In 2022, Mr. Borton received a discretionary recognition bonus of $27,123. (3)For awards granted to the NEOs in each respective year, the amount presented represents the aggregate of the grant date fair value of RSUs and, for 2021, the value of the PSU awards as calculated in accordance with ASC 718, and disregarding any estimate of forfeitures related to service-based vesting conditions. The assumptions that were used to calculate the grant date fair values of stock awards are disclosed in our Annual Report on Form 10-K. (4)Includes annual cash incentive bonuses earned by the NEOs and paid in March of the following year. Annual cash bonuses are awarded based on achievement of Company priorities and individual performance goals. The annual cash incentive bonus determinations are described in more detail below under “Annual Cash Bonuses.” (5)All other compensation includes payments by the Company on behalf of our CEO for residential security services, and in 2023, financial planning services totaling $14,000 on behalf of Mr. White.

  44. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards The following table sets forth certain information with respect to grants of non-equity incentive plan and equity incentive plan awards for the year ended December 31, 2023 with respect to our NEOs.

  45. 2023 Grants of Plan-Based Awards

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | Estimated Future Payouts Under Equity Incentive Plan Awards | Grant Date Fair Value of Stock Awards ($)(3) | | Name | Type of Award | Grant Date(1) | Target ($)(2) | Target (#) | | | Anthony Noto | Time-Vesting RSU | 2/16/2023 | — | 2,033,816 | 14,196,036 | | | Annual Cash Bonus | — | 2,000,000 | — | — | | Christopher Lapointe | Time-Vesting RSU | 2/8/2023 | — | 796,374 | 5,733,893 | | | Annual Cash Bonus | — | 500,000 | — | — | | Derek White | Time-Vesting RSU | 2/8/2023 | — | 539,084 | 3,881,405 | | | Annual Cash Bonus | — | 500,000 | — | — | | Chad Borton | Time-Vesting RSU | 2/8/2023 | — | 490,076 | 3,528,547 | | | Annual Cash Bonus | — | 500,000 | — | — | | Aaron Webster | Time-Vesting RSU | 2/8/2023 | — | 490,076 | 3,528,547 | | | Annual Cash Bonus | — | 525,000 | — | — |

  46. 2023 Grants of Plan-Based Awards

    __________________ (1)For additional information on the plan-based awards granted during 2023, including vesting commencement date and vesting conditions for equity incentive plan awards, see “Outstanding Equity Awards at 2023 Year-End.” (2)Estimated future payouts under non-equity incentive plan awards reflect the NEO’s target for their full year of service in 2023 determined on the NEO’s base salary and bonus target in effect throughout the year. Generally, our non-equity incentive plan awards do not establish a threshold or maximum. The base salary and bonus target for Mr. Noto is based on a base salary of $1,000,000 and annual target bonus of 200%. The base salary and bonus target for Messrs. Lapointe, Borton, and White are based on a base salary of $500,000 and annual target bonus of 100%. The base salary and bonus target for Mr. Webster is based on a base salary of $525,000 and annual target bonus of 100%. (3)Amounts represent the aggregate of the grant date fair value of RSUs as calculated in accordance with ASC 718, and disregarding any estimate of forfeitures related to service-based vesting conditions. The assumptions that were used to calculate the grant date fair values of stock awards are disclosed in our Annual Report on Form 10-K.

  47. Outstanding Equity Awards at 2023 Year-End

    Outstanding Equity Awards at 2023 Year-End The following table summarizes information about the outstanding equity incentive plan awards for each NEO as of December 31, 2023.

  48. Outstanding Equity Awards at 2023 Year-End

    | | | Option Awards(1) | | | Share Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Option Exercise Price ($/Share) | Option Expiration Date | Number of Shares or Units That Have Not Vested (#) | Market Value of Shares or Units That Have Not Vested ($)(2) | | Anthony Noto | 3/13/2018(3) | 5,228,400 | 6.19 | 3/12/2028 | — | — | | | 3/13/2018(4) | 6,448,360 | 9.86 | 3/12/2028 | — | — | | | 3/11/2020(5) | — | — | — | 474,263 | 4,718,917 | | | 12/16/2020(6) | — | — | — | 2,073,913 | 20,635,434 | | | 6/2/2021(7) | — | — | — | 6,428,578 | 21,321,450 | | | 10/20/2021(8) | — | — | — | 165,454 | 1,646,267 | | | 3/28/2022(9) | — | — | — | 1,016,261 | 10,111,797 | | | 2/16/2023(10) | — | — | — | 1,525,362 | 15,177,352 | | Christopher Lapointe | 11/2/2020(11) | — | — | — | 281,529 | 2,801,214 | | | 1/18/2021(12) | — | — | — | 68,776 | 684,321 | | | 8/10/2021(7) | — | — | — | 830,890 | 2,755,785 | | | 3/18/2022(13) | — | — | — | 127,439 | 1,268,018 | | | 2/8/2023(14) | — | — | — | 597,281 | 5,942,946 | | Derek White | 8/10/2021(7) | — | — | — | 750,000 | 2,487,500 | | | 8/24/2021(15) | — | — | — | 416,628 | 4,145,449 | | | 2/8/2023(16) | — | — | — | 404,313 | 4,022,914 | | Chad Borton | 9/29/2021(17) | — | — | — | 279,374 | 2,779,771 | | | 10/4/2022(18) | — | — | — | 563,710 | 5,608,915 | | | 2/8/2023(19) | — | — | — | 367,557 | 3,657,192 | | Aaron Webster | 5/12/2021(20) | — | — | — | 72,824 | 724,599 | | | 8/10/2021(7) | — | — | — | 1,026,393 | 3,404,203 | | | 3/18/2022(21) | — | — | — | 153,569 | 509,337 | | | 7/18/2022(22) | — | — | — | 531,653 | 5,289,947 | | | 2/8/2023(23) | — | — | — | 367,557 | 3,657,192 |

  49. Outstanding Equity Awards at 2023 Year-End

    __________________ (1)All stock options granted to Mr. Noto were immediately exercisable. As of December 31, 2023, all of Mr. Noto’s stock options were vested. (2)The fair value is calculated as the closing price of our Common Stock (ticker symbol “SOFI”) on December 31, 2023 of $9.95, multiplied by either (i) the number of unvested RSUs, or (ii) the number of unvested PSU awards that would vest upon the achievement of the “threshold” payout, which equates to 1/3rd of the awards granted. (3)Mr. Noto’s options had a vesting commencement date of February 26, 2018 and vest as to 20% of the shares subject to the option on the first anniversary of the vesting commencement date and as to 1/60th of the shares subject to the option on each monthly anniversary thereafter, subject to Mr. Noto’s continued service to us through each such date. The options are exercisable at grant date. (4)Mr. Noto’s options had a vesting commencement date of February 26, 2018 and vest as to 20% of the shares subject to the option on the first anniversary of the vesting commencement date and as to 1/60th of the shares subject to the option on each monthly anniversary thereafter, subject to Mr. Noto’s continued service to us through each such date. The options are exercisable at grant date. (5)Mr. Noto’s RSUs had a vesting commencement date of March 14, 2020. The service-based vesting condition of the RSUs is satisfied as to 1/20th of the RSUs on each quarterly anniversary of the vesting commencement date, subject to Mr. Noto’s continued service to us through each such date. (6)Mr. Noto’s RSUs vest beginning on March 14, 2023 and are subject to quarterly time-based vesting thereafter according to the following schedule and subject to Mr. Noto’s continued service to us through each such date: 425,172 RSUs on each of March 14, 2023, June 14, 2023 and September 14, 2023 and 425,170 RSUs on December 14, 2023; 518,479 RSUs on each of March 14, 2024 and June 14, 2024; 518,478 RSUs on September 14, 2024; and 518,477 RSUs on December 14, 2024. (7)The PSUs vest, if at all, during the period commencing on May 28, 2022 and ending on the fifth anniversary of such vesting commencement date, subject to the achievement of specified performance goals, including (i) the volume-weighted average closing price of our Common Stock attaining $25, $35 and $45 Target Hurdles, over a 90-trading day period and (ii) now that we are a bank holding company, maintaining certain minimum standards applicable to bank holding companies, subject to continued employment on the date of vesting. (8)Mr. Noto’s RSUs had a vesting commencement date of December 14, 2022. The grant is subject to quarterly time-based vesting, with unvested RSUs vesting according to the following schedule and subject to Mr. Noto’s continued service to us through each such date: 41,363 on each of March 14, 2023, June 14, 2023, and September 14, 2023; 41,262 on December 14, 2023; 41,364 on each of March 14, 2024 and June 14, 2024; and 41,363 on each of September 14, 2024 and December 14, 2024. (9)Mr. Noto’s RSUs vest beginning on March 14, 2025 and will vest in four equal parts beginning on the vesting commencement date and quarterly thereafter, subject to continued employment on the date of vesting. (10)Mr. Noto’s RSUs had a vesting commencement date of March 14, 2023. The service-based vesting condition of the RSUs is satisfied as to 1/12th of the RSUs on each quarterly anniversary of the vesting commencement date, subject to Mr. Noto’s continued service to us through each such date. (11)Mr. Lapointe’s RSUs had a vesting commencement date of September 14, 2020. The grant is subject to quarterly time-based vesting, with unvested RSUs vesting according to the following schedule and subject to Mr. Lapointe’s continued service to us through each such date: 70,381 RSUs on March 14, 2024; 70,384 RSUs on June 14, 2024; 70,383 RSUs on September 14, 2024; and 70,381 RSUs on December 14, 2024. (12)Mr. Lapointe’s RSUs had a vesting commencement date of December 14, 2020. The grant is subject to quarterly time-based vesting, such that all awards are fully vested after the 16th quarter subsequent to the vesting commencement date, subject to Mr. Lapointe’s continued service to us through each such date. (13)Mr. Lapointe’s RSUs had a vesting commencement date of March 14, 2022. The grant is subject to quarterly time-based vesting, with unvested RSUs vesting according to the following schedule and subject to Mr. Lapointe’s continued service to us through each such date: 25,991 RSUs on each of March 14, 2023, June 14, 2023, September 14, 2023, and December 14, 2023; 15,930 RSUs on each of March 14, 2024, June 14, 2024, and September 14, 2024; 15,929 RSUs on December 14, 2024; and 15,930 on each of March 14, 2025, June 14, 2025, September 14, 2025, and December 14, 2025. (14)Mr. Lapointe’s RSUs had a vesting commencement date of March 14, 2023. The grant is subject to quarterly time-based vesting, such that all awards are fully vested after the 12th quarter subsequent to the vesting commencement date, subject to Mr. Lapointe’s continued service to us through each such date. (15)Mr. White’s RSUs had a vesting commencement date of June 14, 2021. The service-based vesting conditions of the RSUs is satisfied as to 25% of the RSUs on the six-month anniversary of the vesting commencement date, and 5.35% of the RSUs quarterly thereafter, subject to Mr. White’s continuous service on the date of vesting. (16)Mr. White’s RSUs has a vesting commencement date of March 14, 2023. The grant is subject to quarterly time-based vesting, such that all awards are fully vested after the 12th quarter subsequent to the vesting commencement date, subject to Mr. White’s continued service to us through each such date. (17)Mr. Borton’s RSUs had a vesting commencement date of September 14, 2021. The service-based vesting condition of the RSUs is satisfied as to 25% of the RSUs by the first anniversary of the vesting commencement date, and as to 6.25% of the RSUs on each quarterly anniversary thereafter, subject to Mr. Borton’s continued service to us through each such date. (18)Mr. Borton’s RSUs had a vesting commencement date of August 14, 2022. The service-based vesting condition of the RSUs is satisfied as to 1/16th of the RSUs on each quarterly anniversary of the vesting commencement date, subject to Mr. Borton’s continued service to us through each such date. (19)Mr. Borton’s RSUs had a vesting commencement date of March 14, 2023. The grant is subject to quarterly time-based vesting, such that all awards are fully vested after the 12th quarter subsequent to the vesting commencement date, subject to Mr. Borton’s continued service to us through each such date. (20)Mr. Webster’s RSUs had a vesting commencement date of March 14, 2021. The grant is subject to quarterly time-based vesting, with 1/16th of the RSUs vesting, subject to Mr. Webster’s continuous service on the date of vesting. (21)Mr. Webster’s RSUs had a vesting commencement date of March 14, 2022. The grant is subject to quarterly time-based vesting, with unvested RSUs vesting according to the following schedule and subject to Mr. Webster’s continued service to us through each such date: 19,196 on each of March 14, 2024, and June 14, 2024; 19,197 on September 14, 2024; and 19,196 on each of December 14, 2024, March 14, 2025, June 14, 2025, September 14, 2025, and December 14, 2025. (22)Mr. Webster’s RSUs had a vesting commencement date of June 14, 2022. The grant is subject to quarterly time-based vesting, with 1/16th of the RSUs vesting, subject to Mr. Webster’s continuous service on the date of vesting.

  50. Outstanding Equity Awards at 2023 Year-End

    (23)Mr. Webster’s RSUs has a vesting commencement date of March 14, 2023. The grant is subject to quarterly time-based vesting, such that all awards are fully vested after the 12th quarter subsequent to the vesting commencement date, subject to Mr. Webster’s continued service to us through each such date.

  51. Stock Vested During 2023

    Stock Vested During 2023 There were no stock options exercised by our NEOs during the year ended December 31, 2023. The following table summarizes the equity incentive plan awards stock vested for each NEO to which this table applies as of December 31, 2023:

  52. Stock Vested During 2023

    | | Stock Vested | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Anthony Noto | 2,957,331 | 24,257,457 | | Christopher Lapointe | 653,363 | 5,529,080 | | Derek White | 412,523 | 3,501,000 | | Chad Borton | 487,147 | 3,829,716 | | Aaron Webster | 671,577 | 5,561,784 |

  53. Stock Vested During 2023

    __________________ (1)The values reflected in the table are determined by aggregating the values realized on stock vested throughout the year. The value realized on vesting at each vesting date is calculated as the number of shares acquired on vesting multiplied by the Common Stock per share value covering such vesting date.

  54. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control Certain of our NEOs are eligible for certain payments or benefits in connection with certain qualifying terminations or a change of control, as described herein.

  55. Pay Versus Performance

    Pay Versus Performance

  56. Pay Versus Performance Table

    Pay Versus Performance Table As required by Item 402(v) of Regulation S-K, we are providing the information below to illustrate the relationship between the SEC-defined compensation actually paid (“CAP”) and various measures used to gauge the Company’s financial performance. CAP is calculated in accordance with Item 402(v) of Regulation S-K and differs from compensation disclosed in the “2023 Summary Compensation Table” and the other compensation-related tables disclosed in this “Executive Compensation.” For further information concerning our compensation philosophy and how we align executive compensation with our performance, see the section entitled “Compensation Discussion and Analysis.”

  57. Pay Versus Performance Table

    | | | | | | Value of Initial Fixed $100 Invested Based on: | | | | | Performance Year | Summary Compensation Table Total for Principal Executive Officer(1) | Compensation Actually Paid to Principal Executive Officer(1) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(1) | Average Compensation Actually Paid to Non-PEO Named Executive Officers(1) | Total Shareholder Return(2) | Peer Group Total Shareholder Return(2) | Net Income (Loss) ($ in thousands) | Company-Selected Measure —Adjusted Net Revenue ($ in thousands) | | 2023 | $18,263,886 | $71,327,408 | $5,314,098 | $13,499,433 | 43.93 | 111.54 | $(300,742) | $2,073,940 | | 2022 | 12,893,293 | (121,490,627) | 10,363,699 | (25,896,259) | 20.35 | 77.11 | (320,407) | 1,540,492 | | 2021 | 102,998,110 | 119,107,305 | 19,026,864 | 20,461,726 | 70.42 | 114.30 | (483,937) | 1,010,325 | | 2020 | 53,533,739 | 92,386,353 | 11,039,231 | 17,084,857 | n/a | n/a | (224,053) | 621,207 |

  58. Pay Versus Performance Table

    __________________ (1)Mr. Noto is represented as the principal executive officer (“PEO”) for each of the performance years presented. For the 2023 performance year, the non-PEO named executive officers (“non-PEO NEOs”) include Messrs. Lapointe, Borton, White and Webster. For the 2022 performance year, the non-PEO named executive officers (“non-PEO NEOs”) include Messrs. Lapointe, Borton, Rishel and Webster and Michelle Gill. For the 2021 performance year, the non-PEO NEOs include Messrs. Lapointe and White and Ms. Gill and Jennifer Nuckles. For the 2020 performance year, the non-PEO NEOs include Mr. Lapointe and Mses. Gill and Nuckles and Maria Renz. (2)Total Shareholder Return (“TSR”) is cumulative for the measurement periods beginning on June 1, 2021 (the date our Common Stock commenced trading on Nasdaq) and ending on the last day in 2022 and 2021, calculated in accordance with Item 201(e) of Regulation S-K. “Peer Group” represents the Nasdaq Composite index for the years disclosed in the table. No information is provided for 2020, as Social Finance common stock was not publicly traded. Our NEOs’ target annual total direct compensation is heavily weighted towards short and long-term performance. The majority of our NEOs’ target annual total direct compensation is both variable in nature and "at-risk." Adjusted net revenue is one of the primary measures in our performance-based Annual Cash Bonus Plan. Our long-term incentives are time-based RSUs, in addition to PSUs that we grant from time to time. The compensation actually paid to our NEOs largely reflects the volatility in the Company’s stock price over the period of time covered in the table.

  59. Reconciliation of Summary Compensation Table Total to Compensation Actually Paid

    Reconciliation of Summary Compensation Table Total to Compensation Actually Paid The Compensation Committee does not utilize CAP as the basis for making compensation decisions. The calculation of CAP requires that we make adjustments to amounts previously reported in the Summary Compensation Table for the years presented. The SEC’s valuation and calculation methods for CAP differ from those required in the Summary Compensation Table. The table below summarizes compensation values presented in the Summary Compensation Table and the adjusted values required to reconcile these values to the CAP presented above. The amounts shown below for non-PEO NEOs for each year represents an average of all non-PEO NEOs. CAP to the PEO and non-PEO NEOs represents Summary Compensation Table total compensation adjusted by the following amounts:

  60. Reconciliation of Summary Compensation Table Total to Compensation Actually Paid

    | Reconciliation of Summary Compensation Table Total to Compensation Actually Paid(1) | | | | | | | | | | Summary Compensation Table Total | Summary Compensation Table Total(2) | Plus Fair Value of Equity Awards Granted in Covered Year and Unvested at Year End | Change in Fair Value of Equity Awards Granted in Prior Years and Unvested at Year End | Plus Fair Value of Equity Awards Granted and Vested in Covered Year | Less Fair Value of Equity Awards Reported in the Summary Compensation Table in the Covered Year | Change in Fair Value of Equity Awards Granted in Prior Years and Vested in Covered Year | Less Fair Value of Equity Awards Granted in Prior Years and Forfeited in Covered Year(3) | Compensation Actually Paid(4) | | 2023 - PEO | $18,263,886 | $15,177,352 | $38,174,780 | $4,789,636 | $(14,196,036) | $9,117,790 | $— | $71,327,408 | | 2023 - non-PEO NEOs | 5,314,098 | 4,320,061 | 5,182,666 | 1,363,314 | (4,168,098) | 1,487,392 | — | 13,499,433 | | 2022 – PEO | 12,893,293 | 4,684,963 | (99,602,444) | — | (9,400,414) | (30,066,025) | — | (121,490,627) | | 2022 – non-PEO NEOs | 10,363,699 | 6,032,115 | (11,117,288) | 927,430 | (9,026,274) | (3,934,694) | (19,141,247) | (25,896,259) | | 2021 – PEO | 102,998,110 | 46,631,650 | 45,712,042 | — | (101,187,079) | 24,952,582 | — | 119,107,305 | | 2021 – non-PEO NEOs | 19,026,864 | 13,477,008 | 831,998 | 2,002,816 | (17,674,364) | 2,797,404 | — | 20,461,726 | | 2020 – PEO | 53,533,739 | 56,968,264 | 27,737,216 | 2,406,701 | (52,118,397) | 3,858,830 | — | 92,386,353 | | 2020 – non-PEO NEOs | 11,039,231 | 13,250,711 | 1,257,859 | 1,297,375 | (10,017,783) | 257,464 | — | 17,084,857 |

  61. Reconciliation of Summary Compensation Table Total to Compensation Actually Paid

    __________________ (1)Fair values are calculated in accordance with ASC 718 as of the end of the respective year, other than awards that vest in the covered year, which are valued as of the applicable vesting dates. (2)Reflects the total compensation amount for the PEO and average total compensation amount for the non-PEO NEOs as reported in the Summary Compensation Table for each year presented. (3)Reflects awards that failed to meet vesting conditions during the covered year. (4)Reflects the actual CAP for the PEO and average CAP for the non-PEO NEOs.

  62. Adjusted EBITDA

    Adjusted EBITDA Adjusted EBITDA is defined as net income (loss), adjusted to exclude, as applicable: (i) corporate borrowing-based interest expense (our adjusted EBITDA measure is not adjusted for warehouse or securitization-based interest expense, nor deposit interest expense and finance lease liability interest expense, as these are direct operating expenses), (ii) income tax expense (benefit), (iii) depreciation and amortization, (iv) share-based expense (inclusive of equity-based payments to non-employees), (v) restructuring charges (vi) impairment expense (inclusive of goodwill impairment and property, equipment and software abandonments), (vii) transaction-related expenses, (viii) foreign currency impacts related to operations in highly inflationary countries, (ix) fair value changes in warrant liabilities, (x) fair value changes in each of servicing rights and residual interests classified as debt due to valuation assumptions, (xi) gain on extinguishment of debt, and (xii) other charges, as appropriate, that are not expected to recur and are not indicative of our core operating performance. We believe adjusted EBITDA provides a useful measure to investors for period-over-period comparisons of our business, as it removes the effects of certain non-cash items and certain charges that are not indicative of our core operating performance or results of operations. It is also a measure that management relies upon to evaluate cash flows generated from operations, and therefore the extent of additional capital, if any, required to invest in strategic initiatives. Adjusted EBITDA has limitations as an analytical tool and should not be considered in isolation from, or as a substitute for, the analysis of other GAAP financial measures, such as net income (loss). Some of the limitations of adjusted EBITDA include that it does not reflect the impact of working capital requirements or capital expenditures and it is not a universally consistent calculation among companies in our industry, which limits its usefulness as a comparative measure. The following table reconciles adjusted EBITDA to net loss, the most directly comparable GAAP measure:

  63. Adjusted EBITDA

    | | Year Ended December 31, | | | | ($ in thousands) | 2023 | 2022 | 2021 | | Net loss | $(300,742) | $(320,407) | $(483,937) | | Non-GAAP adjustments: | | | | | Interest expense – corporate borrowings(1) | 36,833 | 18,438 | 10,345 | | Income tax (benefit) expense(2) | (416) | 1,686 | 2,760 | | Depreciation and amortization(3) | 201,416 | 151,360 | 101,568 | | Share-based expense | 271,216 | 305,994 | 239,371 | | Restructuring charges(4) | 12,749 | — | — | | Impairment expense(5) | 248,417 | — | — | | Foreign currency impact of highly inflationary subsidiaries(6) | 10,971 | — | — | | Transaction-related expense(7) | 142 | 19,318 | 27,333 | | Fair value changes in warrant liabilities(8) | — | — | 107,328 | | Servicing rights – change in valuation inputs or assumptions(9) | (34,700) | (39,651) | 2,651 | | Residual interests classified as debt – change in valuation inputs or assumptions(10) | 425 | 6,608 | 22,802 | | Gain on extinguishment of debt(11) | (14,574) | — | — | | Total adjustments | 732,479 | 463,753 | 514,158 | | Adjusted EBITDA | $431,737 | $143,346 | $30,221 |

  64. Adjusted EBITDA

    ___________________ (1)Our adjusted EBITDA measure adjusts for corporate borrowing-based interest expense, as these expenses are a function of our capital structure. Corporate borrowing-based interest expense includes interest on our revolving credit facility and the amortization of debt discount and debt issuance costs on our convertible notes, and for 2021, interest on the seller note issued in connection with our acquisition of Galileo. Revolving credit facility interest expense in 2023 and 2022 increased due to higher interest rates relative to the prior years on identical outstanding debt. (2)Income taxes in 2023 were primarily attributable to income tax benefits from foreign losses in jurisdictions with net deferred tax liabilities related to Technisys, offset by income tax expense associated with the profitability of SoFi Bank in state jurisdictions where separate filings are required, as well as federal taxes where our tax credits and loss carryforwards may be limited. Income taxes in 2022 were primarily attributable to tax expense at SoFi Lending Corp and SoFi Bank due to profitability in state jurisdictions where separate filings are required and recognition of expense from Technisys in certain Latin American countries where separate returns are filed. The expense was partially offset by deferred tax benefits from the amortization of intangible assets acquired in the Technisys Merger. Income taxes in 2021 were primarily attributable to the profitability of SoFi Lending Corp. profitability in state jurisdictions where separate filings are required. (3)Depreciation and amortization expense in 2023 increased compared to 2022 primarily in connection with acquisitions and growth in our internally-developed software balance. The increase in 2022 compared to 2021 was primarily in connection with acquisitions and growth in our software balance, partially offset by the acceleration of core banking infrastructure amortization during the 2021 period. (4)Restructuring charges in 2023 primarily included employee-related wages, benefits and severance associated with a small reduction in headcount in our Technology Platform segment in the first quarter of 2023 and expenses in the fourth quarter of 2023 related to a reduction in headcount across the Company, which do not reflect expected future operating expenses and are not indicative of our core operating performance. (5)Impairment expense in 2023 includes $247,174 related to goodwill impairment, and $1,243 related to a sublease arrangement, which are not indicative of our core operating performance. (6)Foreign currency charges reflect the impacts of highly inflationary accounting for our operations in Argentina, which are related to our Technology Platform segment and commenced in the first quarter of 2022 with the Technisys Merger. For the year ended December 31, 2023, all amounts were reflected in the fourth quarter, as inter-quarter amounts were determined to be immaterial. Amounts in 2022 were determined to be immaterial. (7)Transaction-related expenses in 2023 and 2022 primarily included financial advisory and professional services costs associated with our acquisitions of Wyndham and Technisys, respectively. Transaction-related expenses in 2021 included the special payment to the holders of Series 1 Redeemable Preferred Stock in conjunction with the Business Combination and financial advisory and professional costs associated with our then-pending acquisitions of Golden Pacific and Technisys. (8)Our adjusted EBITDA measure excludes the non-cash fair value changes in warrants accounted for as liabilities, which were measured at fair value through earnings. The amount in 2021 related to changes in the fair value of Series H warrants issued by Social Finance in connection with certain redeemable preferred stock issuances. We did not measure the Series H warrants at fair value subsequent to May 28, 2021 in conjunction with the Business Combination, as they were reclassified into permanent equity. In addition, in conjunction with the Business Combination, SoFi Technologies assumed certain common stock warrants (“SoFi Technologies warrants”) that were accounted for as liabilities and measured at fair value on a recurring basis. The fair value of the SoFi Technologies warrants was based on the closing price of ticker SOFIW and, therefore, fluctuated based on market activity. The outstanding SoFi Technologies warrants were either exercised during the fourth quarter of 2021 or redeemed on December 6, 2021. (9)Reflects changes in fair value inputs and assumptions, including market servicing costs, conditional prepayment, default rates and discount rates. This non-cash change is unrealized during the period and, therefore, has no impact on our cash flows from operations. As such, these positive and negative changes in fair value attributable to assumption changes are adjusted out of net loss to provide management and financial users with better visibility into the earnings available to finance our operations. (10)Reflects changes in fair value inputs and assumptions, including conditional prepayment, default rates and discount rates. When third parties finance our consolidated VIEs through purchasing residual interests, we receive proceeds at the time of the securitization close and, thereafter, pass along contractual cash flows to the residual interest owner. These obligations are measured at fair value on a recurring basis, which has no impact on our initial financing proceeds, our future obligations to the residual interest owner (because future residual interest claims are limited to contractual securitization collateral cash flows), or the general operations of our business. As such, these positive and negative non-cash changes in fair value attributable to assumption changes are adjusted out of net loss to provide management and financial users with better visibility into the earnings available to finance our operations. (11)Reflects gain on extinguishment of debt. Gains and losses are recognized during the period of extinguishment for the difference between the net carrying amount of debt extinguished and the fair value of equity securities issued. These non-cash charges are not indicative of our core operating performance, and as such are adjusted out of total net revenue to provide management and financial users with better visibility into the net revenue available to finance our operations and our overall performance.