DEF 14A of SoFi Technologies, Inc., Apr 15, 2025

DEF 14A of SoFi Technologies, Inc.

Filed Apr 15, 2025 · FY20240001818874-25-000060

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Board of Directors presently consists of ten (10) directors and there are ten (10) nominees for directorships to be elected at the 2025 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. Our Nominating and Corporate Governance Committee values diverse backgrounds, experiences, skill sets and perspectives. In selecting qualified candidates for the Board of Directors, we consider, among other things, diversity of viewpoints, backgrounds and experience. Our Nominating and Corporate Governance Committee evaluates possible candidates in detail and then recommends individuals to be evaluated in more depth. 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.

  2. Nominees for Election to our Board of Directors

    Nominees for Election to our Board of Directors At the 2025 Annual Meeting, our stockholders will be asked to elect the ten (10) director nominees set forth below for a one-year term expiring at the 2026 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 2025 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 2025 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. Borden and Mr. Meltzer were each 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 their 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 15, 2025.

  3. Nominees for Election to our Board of Directors

    | Name | Age | Position | | Anthony Noto | 56 | Chief Executive Officer and Director | | Tom Hutton | 70 | Chairman of the Board of Directors | | Steven Freiberg | 68 | Vice Chairman of the Board of Directors | | Ruzwana Bashir | 41 | Director | | William Borden | 62 | Director | | Dana Green | 59 | Director | | John Hele | 66 | Director | | Clara Liang | 45 | Director | | Gary Meltzer | 61 | Director | | Magdalena Yeşil | 66 | Director |

  4. Board of Directors

    Board of Directors In 2024, our Board of Directors met twelve times. In 2024, no member of our Board of Directors other than Mr. Schwartz 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. Schwartz attended approximately 50% of such aggregate. All of the members of our Board of Directors attended the 2024 Annual Meeting of Stockholders held on May 21, 2024.

  5. Non-Employee Director Compensation

    Non-Employee Director Compensation In connection with the consummation of the Business Combination (as defined in the section entitled “Executive Compensation — Equity Compensation — 2011 Stock Plan” below), our Board of Directors approved a compensation program for our non-employee directors who are determined not to be affiliated with SoFi and SCH (the “NED Compensation Policy”). Pursuant to the terms of the NED Compensation Policy, in 2024, non-employee directors were eligible to receive the following annual cash compensation for their services, which is paid in four quarterly installments, subject to continued service and pro-rated if services are not provided for the full year.

  6. Non-Employee Director Compensation

    | Position | Annual Cash Retainer ($) | | Board Member | $50,000 | | Board Chair | 75,000 | | Audit Committee Chair | 25,000 | | Audit Committee Member | 12,500 | | Risk Committee Chair | 25,000 | | Risk Committee Member | 12,500 | | Compensation Committee Chair | 20,000 | | Compensation Committee Member | 10,000 | | Nominating and Corporate Governance Chair | 15,000 | | Nominating and Corporate Governance Member | 7,500 | | Special Committee Member | 10,000 |

  7. Non-Employee Director Compensation

    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 restricted stock units (“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 following table provides total compensation paid or awarded in 2024 to our non-employee directors who served during 2024 based on the NED Compensation Policy, as defined above. We 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.

  8. Non-Employee Director Compensation

    | Name and Position | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(1)(2) | All Other Compensation ($)(3) | Total ($) | | Ahmed Al-Hammadi, Director(4) | $53,159 | $222,466 | $— | $275,625 | | Ruzwana Bashir, Director(4) | 57,500 | 222,466 | — | 279,966 | | Michael Bingle, Director(4) | 60,000 | 222,466 | — | 282,466 | | William Borden, Director(4)(6) | 25,000 | 222,466 | — | 247,466 | | Steven Freiberg, Vice Chairman(4)(7) | 115,000 | 222,466 | 238,379 | 575,845 | | Dana Green, Director (4)(5)(6) | 46,703 | 352,218 | — | 398,921 | | John Hele, Director(4) | 82,500 | 222,466 | — | 304,966 | | Tom Hutton, Chairman(4)(6)(8) | 160,000 | 222,466 | — | 382,466 | | Clara Liang, Director(4)(9) | 72,500 | 222,466 | — | 294,966 | | Gary Meltzer, Director(4) | 31,250 | 222,466 | 110,944 | 364,660 | | Harvey Schwartz, Director(4) | 53,159 | 222,466 | — | 275,625 | | Magdalena Yeşil, Director(4)(10) | 62,500 | 222,466 | — | 284,966 |

  9. Non-Employee Director Compensation

    __________________ (1)All fees presented in this column represent fees earned under our SoFi director compensation program during 2024. (2)Represents the grant date fair value of RSUs granted in 2024, as calculated in accordance with FASB ASC Topic 718, Compensation — Stock Compensation (“ASC 718”), the assumptions of which are set forth in our Annual Report on Form 10-K. (3)All fees presented in this column represent fees earned under our SoFi Bank director compensation program during 2024. Messrs. Freiberg and Meltzer were the only SoFi directors who also served on the SoFi Bank Board of Directors during 2024. Mr. Freiberg served as the Board Chair and Audit Committee Chair of the SoFi Bank Board of Directors, and Mr. Meltzer served as the Audit Committee Chair, Risk Committee member, and Special Committee member of the SoFi Bank Board of Directors. On January 9, 2024, we granted to Mr. Freiberg 7,571 RSUs, which had a grant date fair value of $8.32 and a vesting commencement date of December 13, 2024 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. On September 9, 2024, we granted to Mr. Meltzer 9,887 RSUs, which had a grant date fair value of $7.08 and a vesting commencement date of August 14, 2024 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. (4)On July 8, 2024, we granted to each of Messrs. Al-Hammadi, Bingle, Borden, Freiberg, Hele, Hutton, Meltzer, and Schwartz and Mses. Bashir, Green, Liang, and Yeşil 35,034 RSUs, which had a grant date fair value of $222,466 and a vesting commencement date of July 14, 2024 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, 2024, each of the aforementioned directors, except Messrs. Al-Hammadi and Schwartz, had 35,034 RSUs outstanding. Messrs. Al-Hammadi and Schwartz’s RSUs were forfeited in connection with their resignation from the Board of Directors, effective November 7, 2024. Mr. Bingle’s RSUs were forfeited in connection with his resignation from the Board of Directors, effective January 13, 2025. (5)On February 22, 2024, Ms. Green was granted 15,901 RSUs, which had a grant date fair value of $129,752 and a vesting commencement date of February 14, 2024 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. (6)Ms. Green elected to defer the stock award granted in February 2024 under our Director Deferred Compensation Plan to a future date. Additionally, Mr. Borden elected to defer the fees earned or paid in cash in 2024 under our Director Deferred Compensation Plan. All deferred compensation are issued as deferred stock units (“DSUs”). Mr. Hutton elected to defer the stock award granted in July 2024, and the fees earned or paid in cash in 2024 under our Director Deferred Compensation Plan. (7)As of December 31, 2024, Mr. Freiberg had 546,850 options outstanding, all of which were exercisable. (8)As of December 31, 2024, Mr. Hutton had 211,361 options outstanding, all of which were exercisable. (9)As of December 31, 2024, Ms. Liang had 304,503 options outstanding, all of which were exercisable. (10)As of December 31, 2024, Ms. Yeşil had 313,704 options outstanding, all of which were exercisable. In April 2023, our Board of Directors approved the adoption of a non-qualified deferred compensation plan for non-employee directors of SoFi (“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 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 director can elect to defer up to 100% of their annual cash retainer 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. In July 2024, the Board of Directors approved the adoption of a death and disability policy applicable to all employees and non-employee directors of the Company. Under the policy, in the event of death, all unvested RSUs will fully accelerate and vest immediately. In the event of disability, unvested RSUs will vest based on tenure, with one year of acceleration provided for every two years of service.

  10. Advisory Vote on Named Executive Officer Compensation and Feedback

    | Topics | What We Learned | Actions Taken in Response | | 2024 | | | | Long-term incentive compensation program design | Potential area of improvement with respect to the absence of performance-based equity awards in our long-term incentive compensation program | The Compensation Committee has introduced PSU awards with pre-established performance metrics into our long-term incentive compensation program, a key component of our post-IPO strategy to gradually integrate PSUs into the annual compensation program. As part of this plan, 25% of the CEO’s annual long-term incentive compensation for 2024 was awarded in PSUs. This increased to 50% in 2025. Other NEOs received 25% of their annual long-term incentive compensation in PSUs for 2025, with this weighting intended to increase to 50% in 2026, in alignment with our continued evolution of executive compensation post-IPO. | | Short-term incentive compensation plan design | Potential area of improvement with respect to the absence of payout “caps” on the awards earned under our Annual Cash Bonus Plan | The Compensation Committee established a limit on the maximum amount that an individual executive officer may receive under our Annual Cash Bonus Plan beginning in 2024. The maximum amount is 200% of the target annual cash bonus opportunity. | | 2023 | | | | Compensation peer group | Potential area of improvement with respect to the inclusion of several “outsized” companies in our compensation peer group | Beginning in April 2023, the Compensation Committee, assisted by its compensation consultant, conducted a thorough review of our compensation peer group (removing 11 companies and adding eight new companies that are more similar to the Company in size) and approved a substantially revised compensation peer group in July 2023. See “Compensation-Setting Process — Competitive Positioning” below for more details. | | New hire compensation | The new-hire compensation package awarded to one of our NEOs was large relative to the role and our peer group | The Compensation Committee assesses new hire compensation packages to ensure they are reasonable and in line with market standards. Compensation is evaluated against our peer group to ensure alignment with prevailing practices. |

  11. 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 2025 and 2026 In 2025, the Compensation Committee extended the grant of PSU awards to all eligible executive officers, including our Named Executive Officers (other than the CEO who began receiving PSU awards in 2024). Mr. Schuppenhauer was not eligible for annual grants in 2025 due to his new hire date in 2024. In 2025, our CEO received 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, while our other eligible Named Executive Officers and remaining executive officers received 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. In addition, we amended our Form of PSU Award Agreement under the Amended and Restated 2021 Stock Option and Incentive Plan for SoFi Technologies, Inc. (the “2021 Plan”) to include the termination rights provided under the Executive Severance Plan and to clarify the target goal, the method for measuring performance using a 90-trading day trailing average, and the treatment provided in the event of death or disability, as outlined under the Company’s death and disability policy. Additionally, for Mr. Noto and Mr. Lapointe, their amended Form of PSU Award Agreement clarifies the termination rights provided in their employment agreement and promotion letter. 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.

  12. 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’ annual target 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 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’ annual target total direct compensation opportunities. The value of these equity awards is tied directly to the performance of our Common Stock, thereby incentivizing our Named Executive Officers to drive long-term value creation for the benefit of our stockholders. These variable pay elements ensure that, each year, a substantial portion of our Named Executive Officers’ annual target total direct compensation opportunity 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 2024, approximately 95% of our CEO’s total direct compensation opportunity and approximately 95%, on average, of our other Named Executive Officers’ total direct compensation opportunity 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 sustainable and profitable 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.

  13. 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 target 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; •each individual executive officer’s effectiveness in identifying, measuring, monitoring, and controlling risks within the Company and their respective business units; •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 annual total direct 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.

  14. 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 the selection and updating of our compensation peer group. The Compensation Committee continued to engage Compensia in 2024 to provide these services. During 2024, 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 annual target total direct compensation opportunities for our executive officers, including our Named Executive Officers, the review and analysis for the introduction of PSU awards into our long-term incentive compensation program, the review and analysis of executive severance and change-of-control market practices, the review and analysis of various other compensation policies, the preparation of a compensation-related risk assessment for our executive compensation program, and the review and analysis of the compensation for the non-employee members of our Board of Directors. 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 2024, 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 2024. 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.

  15. 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 revenue, 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 2023, the Compensation Committee approved a compensation peer group with the assistance of Compensia to consider in the analysis of 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 or with public executive compensation disclosures; •companies with a focus on technology, consumer finance, investment banking & brokerage, regional banks, and financial exchanges & data; •companies within an annual revenue range of 0.33x to 3.0x our revenue; and •companies within a market capitalization range of 0.25x to 4.0x our market capitalization. After evaluating the proposed peer companies against these criteria, the Compensation Committee approved the following compensation peer group in July 2023:

  16. Competitive Positioning

    | Affirm Holdings | Credit Acceptance | Rocket Companies | | Ameriprise Financial | Etsy | Shift4 Payments | | Black Knight | First Horizon | Smartsheet | | Block | Interactive Brokers Group | Toast | | Capital One Financial | Pinterest | Zillow Group | | Charles Schwab | Robinhood Markets | |

  17. Competitive Positioning

    This compensation peer group was used by the Compensation Committee to inform 2024 compensation decisions. The Compensation Committee used data drawn from the companies in our compensation peer group, as well as surveys drawn from the Radford Global Compensation Database, where appropriate, to evaluate the competitive market when determining the annual target total direct compensation opportunities for our executive officers, including our Named Executive Officers, for 2024, including base salary, target annual cash bonus opportunities, and long-term incentive compensation opportunities. The Compensation Committee reviews our compensation peer group 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.

  18. Compensation Elements

    Compensation Elements Generally, our executive compensation program in 2024 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.

  19. 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 and PSU 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 |

  20. Compensation Elements

    We also provide 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.

  21. 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 and effective risk management. For 2024, the Annual Cash Bonus Plan was based on the achievement of three pre-established financial performance objectives and the achievement of one pre-established operational performance objective. 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, 2024. Starting in 2025, the policy was amended to require continued employment on the bonus payout date for eligibility to receive the annual cash bonus payment. 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.

  22. 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 2024, 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 once again be maintained at its 2022 level, and the Board of Directors approved this recommendation. The Compensation Committee also approved once again maintaining the target annual cash bonus opportunity for our CFO at its 2022 level. The remaining Named Executive Officers were hired in 2024 and therefore such determination was not necessary. The target annual cash bonus opportunities of our Named Executive Officers, as a percentage of annual base salary, were as follows:

  23. Target Annual Cash Bonus Opportunities

    | Named Executive Officer | 2023 Target Annual Cash Bonus (as a percentage of base salary) | 2024 Target Annual Cash Bonus (as a percentage of base salary) | Percentage Adjustment | | Mr. Noto | 200% | 200% | —% | | Mr. Lapointe | 100% | 100% | —% | | Mr. Pinto | N/A | 100% | —% | | Mr. Schuppenhauer | N/A | 100% | —% | | Mr. Simcock | N/A | 100% | —% |

  24. Corporate Performance Objectives

    Corporate Performance Objectives In February 2024, the Compensation Committee selected our annual adjusted net revenue, adjusted EBITDA, ROTE, and new members as the key performance metrics for the Annual Cash Bonus Plan. These metrics were chosen to ensure a balanced approach to driving revenue growth, managing expenses, fostering sustainable profitability, and enhancing long-term stockholder value. To align with our strategic objectives, the Compensation Committee assigned weightings to each performance metric as follows: 35% for adjusted net revenue, 35% for adjusted EBITDA, 15% for ROTE, and 15% for new members. The Compensation Committee believes these performance metrics are appropriate for our business and reflect the most critical drivers of success for the 2024 operating plan. Final bonus payouts are subject to a modifier based on the executive officers’ performance in managing risk under the Risk Management Effectiveness Assessment program. For more information on the Risk Management Effectiveness Assessment program, see “Executive Compensation Highlights” above. For definitions of the metrics, please see the section titled “Executive Compensation — Pay Versus Performance — Tabular List of Performance Measures.”

  25. Annual Cash Bonus Plan Payments

    Annual Cash Bonus Plan Payments In January 2025, the Compensation Committee evaluated our actual performance against the corporate performance metrics and determined that we had achieved (i) 105% of our target adjusted net revenue performance measure for a payment percentage of 118%, (ii) 93% of our target adjusted EBITDA performance measure for a payment percentage of 109%, (iii) 134% of our target new members measure for a payment percentage of 138%, and (iv) 101% of our target ROTE measure for a payment percentage of 115%, for an aggregate payment percentage of 118%. 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 117.5%. Annual cash bonuses for each of our executive officers, including our Named Executive Officers, were determined based on the achievement of performance objectives, individual performance, and the effectiveness of risk management as assessed under the Risk Management Effectiveness Assessment program. For 2024, all Named Executive Officers received satisfactory ratings for risk management, and as a result, their final bonus payouts were not subject to any adjustments. The final bonus 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 2024:

  26. Annual Cash Bonus Plan Payments

    | Named Executive Officer | 2024 Target Annual Cash Bonus Opportunity (as a percentage of base salary) | 2024 Target Annual Cash Bonus Opportunity ($) | 2024 Target Annual Cash Bonus Opportunity at 117.5% Annual Cash Bonus Funding ($) | Individual Multiplier (%) | 2024 Actual Annual Cash Bonus Payment ($) | Payment Percentage (%) | | Mr. Noto | 200% | $2,000,000 | $2,350,000 | 110% | $2,585,000 | 129% | | Mr. Lapointe | 100% | 500,000 | 587,500 | 106% | 625,000 | 125% | | Mr. Pinto(1) | 100% | 449,315 | 527,945 | 100% | 527,945 | 118% | | Mr. Schuppenhauer(1) | 100% | 193,151 | 226,952 | 100% | 226,952 | 118% | | Mr. Simcock(1) | 100% | 289,041 | 339,623 | 94% | 320,000 | 111% |

  27. Annual Cash Bonus Plan Payments

    __________________ (1)Messrs. Pinto, Schuppenhauer, and Simcock joined the Company in 2024 and received a prorated annual cash bonus opportunity for 2024. The annual cash bonus payments awarded to our Named Executive Officers for 2024 are also set forth in the “2024 Summary Compensation Table” below.

  28. 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 2024, we used RSU and PSU 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 believe that RSUs provide a predictable form of value and effectively support the retention of our executive officers, while aligning their interests with the long-term goals of our stockholders. We believe that PSUs directly tie a significant portion of our executive officers' annual target total direct compensation to company performance, as they are earned and vest only based on the achievement of pre-established corporate performance goals. Together, RSUs and PSUs serve as key tools to motivate and retain our highly valued executive officers, with the value of these awards being delivered over three- or four-year periods, contingent on their continued service. 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. The equity awards granted to our Named Executive Officers during 2024 are set forth in the “2024 Summary Compensation Table” and the “2024 Grants of Plan-Based Awards Table” below.

  29. February 2024 Annual RSU and PSU Awards to Mr. Noto and Annual RSU Award to Mr. Lapointe

    February 2024 Annual RSU and PSU Awards to Mr. Noto and Annual RSU Award to Mr. Lapointe In February 2024, after taking into consideration a competitive market analysis prepared by its compensation consultant, and the other factors set forth in “Compensation-Setting Process — Setting Target Total Direct Compensation” above, the Compensation Committee recommended, and the independent members of our Board of Directors approved, the grant of an RSU award and a PSU award under the 2021 Plan that may be settled for 2,178,650 and 726,217 shares of our Common Stock, respectively, to our CEO based on a target value equal to $24,000,000, with the number of RSUs and PSUs 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 11, 2024. In February 2024, after taking into consideration a competitive market analysis prepared by its compensation consultant, the recommendation of our CEO, and the other factors set forth in “Compensation-Setting Process — Setting Target Total Direct Compensation” above, the Compensation Committee approved the grant of an RSU award under the 2021 Plan that may be settled for 847,253 shares of our Common Stock to our CFO based on a target value equal to $7,000,000, 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 11, 2024.

  30. February 2024 Annual RSU and PSU Awards to Mr. Noto and Annual RSU Award to Mr. Lapointe

    | Named Executive Officer | Nature of Equity Awards | Percentage of Award as RSUs | RSUs (number of shares) | Percentage of Award as PSUs | Target PSUs (number of shares) | Total Target Value ($) | | Mr. Noto | Annual | 75% | 2,178,650 | 25% | 726,217 | $24,000,000 | | Mr. Lapointe | Annual | 100% | 847,253 | —% | — | 7,000,000 |

  31. February 2024 Annual RSU and PSU Awards to Mr. Noto and Annual RSU Award to Mr. Lapointe

    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 16 equal quarterly increments with a vesting commencement date beginning on March 14, 2024, in each case subject to the Named Executive Officer remaining employed with us through each applicable vesting date. The PSU award vests as described below under “2024 PSU Award to Mr. Noto”.

  32. 2024 New Hire RSU Awards to Mr. Pinto, Mr. Schuppenhauer, and Mr. Simcock

    2024 New Hire RSU Awards to Mr. Pinto, Mr. Schuppenhauer, and Mr. Simcock For the Named Executive Officers hired in 2024, the Compensation Committee determined the appropriate levels of their new hire equity compensation after reviewing analyses of competitive market data, compensation trends, and other key factors such as the executive’s role, experience, and expected impact on the Company. This decision took into account, but was not limited to, competitive market practices, internal pay equity, and the need to attract and retain top talent in a highly competitive industry. As a result, the Compensation Committee granted the following RSU awards to our new hire Named Executive Officers:

  33. 2024 New Hire RSU Awards to Mr. Pinto, Mr. Schuppenhauer, and Mr. Simcock

    | Named Executive Officer | Nature of Equity Awards | Percentage of Award as RSUs | RSUs (number of shares) | Percentage of Award as PSUs | Target PSUs (number of shares) | Total Target Value ($) | | Mr. Pinto | New Hire | 100% | 726,217 | —% | — | $6,000,000 | | Mr. Schuppenhauer | New Hire | 100% | 891,694 | —% | — | 6,500,000 | | Mr. Simcock | New Hire | 100% | 1,141,650 | —% | — | 7,500,000 |

  34. 2024 New Hire RSU Awards to Mr. Pinto, Mr. Schuppenhauer, and Mr. Simcock

    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 as to 12.5% of the RSUs on the six-month anniversary of the vesting commencement date, and 6.25% of the RSUs quarterly thereafter, subject, in each case, to the Named Executive Officer’s continuous service on the date of vesting, over a total period of four years. Mr. Pinto’s RSU award has a vesting commencement date of February 14, 2024, Mr. Schuppenhauer’s RSU award has a vesting commencement date of August 14, 2024, and Mr. Simcock’s RSU award had a vesting commencement date of June 14, 2024.

  35. 2024 PSU Award to Mr. Noto

    2024 PSU Award to Mr. Noto Under the PSU award, our CEO may earn between 0% and 150% of the target number of PSUs subject to the achievement of certain pre-established Absolute Growth in Tangible Book Value performance targets measured over a three-year performance period starting on January 1, 2024 and ending on December 31, 2026 (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). For purposes of the TSR calculation, we will use a 90-trading-day trailing average of the closing stock price at both the start and end dates of Measurement Period. This methodology ensures a consistent and fair calculation, minimizing the impact of short-term volatility in the stock price. 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 will be earned and 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. No PSUs will be earned and vest, if any, until after the conclusion of the performance period. The table below summarizes the potential payout outcomes for the 2024 PSU award granted to Mr. Noto at various performance levels achieved under the Absolute Growth in Tangible Book Value and relative TSR metrics.

  36. 2024 PSU Award to Mr. Noto

    | | | | Relative TSR Modifier | | | | | | | Threshold | Target | Max | | | | | 25th Percentile | 50th Percentile | ≥75th Percentile | | | | | -25% | +0% | +25% | | Absolute Growth in Tangible Book Value | Absolute Growth in Tangible Book Value ($B) | Payout % | Payout as a % of Target | | | | Threshold | $1.05 | 40% | 30.0% | 40.0% | 50.0% | | Target | 1.20 | 100% | 75.0% | 100.0% | 125.0% | | Maximum | 1.35 | 150% | 112.5% | 150.0% | 187.5% |

  37. 2024 PSU Award to Mr. Noto

    In April 2025, we amended and restated Mr. Noto’s PSU award agreement to clarify that the termination rights outlined in his employment agreement would also apply to this PSU award. Additionally, we clarified the target goal, the method for measuring performance using a 90-trading day trailing average, and the treatment provided in the event of death or disability, as outlined under the Company’s death and disability policy.

  38. 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. Certain of these employment agreements or employment offer letters also contain provisions for certain payments and benefits in the event of certain qualifying terminations of employment, including a termination of employment following a change of 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 “Executive Compensation — Executive Employment Arrangements.”

  39. Post-Employment Compensation Arrangements

    Post-Employment Compensation Arrangements We have entered into an employment agreement with our CEO and CFO for certain protections in the event of certain involuntary terminations of employment, including a termination of employment in connection with a change of control of the Company, in exchange for a general release of claims in favor of the Company. In addition, in the case of our CEO and CFO, all equity awards (other than with respect to PSU awards received in connection with the Business Combination) are subject to automatic accelerated vesting upon a change of control of the Company if such awards are otherwise to be canceled for no consideration upon the change of control. Notwithstanding any terms to the contrary in an employment agreement or promotion letter (such as in the case of our CEO and CFO), our Named Executive Officers are provided post-employment compensation arrangements under the Executive Severance Plan. For the avoidance of doubt, the benefits under the Executive Severance Plan are not duplicative of the benefits provided for in such employment agreement or promotion letter, provided that the Named Executive Officer is entitled to the "better of" benefit between what is contained in such individual agreements versus the Executive Severance Plan. This plan provides for reasonable compensation in the form of severance pay and certain limited benefits to a Named Executive Officer if he or she leaves our employ under certain circumstances to facilitate his or her transition to new employment. Further, we seek to mitigate any potential employer liability and avoid future disputes or litigation by requiring a departing Named Executive Officer to sign a general release of all claims in favor of the Company as a condition to receiving any compensation payments or benefits. We believe that these agreements help maintain our Named Executive Officers’ continued focus on their assigned duties to maximize stockholder value if there is a potential change of control transaction and mitigate the risk of subsequent disputes or litigation. The terms and conditions of the Executive Severance Plan was approved by our Board of Directors. Under the Executive Severance Plan, all payments and benefits in the event of a change of control of the Company are payable only if there is a connected loss of employment by a Named Executive Officer (a so-called “double-trigger” arrangement). We use this double-trigger arrangement to protect against the loss of retention value following a change of control of the Company and to avoid windfalls, both of which could occur if vesting of either equity or cash-based awards accelerated automatically as a result of the transaction. The Executive Severance Plan does not provide Named Executive Officers with excise tax payments, or “gross-ups.” We believe that having in place reasonable and competitive post-employment compensation arrangements, including in the event of a change of control of the Company, are essential to attracting and retaining highly-qualified executive officers. The Compensation Committee does not consider the specific amounts payable under the Executive Severance Plan when determining our Named Executive Officers’ compensation. We do believe, however, that these arrangements are necessary to offer competitive compensation packages. For descriptions of the post-employment compensation arrangements of our Named Executive Officers, as well as an estimate of the potential payments and benefits payable under these arrangements, see “Executive Compensation — Potential Payments Upon Termination or Change of Control.”

  40. Equity Grant Timing

    Equity Grant Timing It is not the current practice or policy of the Compensation Committee or the Company to either take material nonpublic information into account when determining the timing and terms of an option award or similar award or to time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. Specifically, equity awards are typically granted annually in the first quarter of the year. Equity awards may occasionally be granted off-cycle, including awards to new hires. In 2024, we did not grant an option or option-like award to a Named Executive Officer within the four business days before the filing of a periodic report or current report disclosing material non-public information and ending one business day after the filing or furnishing of such report with the SEC.

  41. 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.

  42. 2024 Summary Compensation Table

    2024 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.

  43. 2024 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 | 2024 | $1,000,000 | $— | $24,132,183 | $2,585,000 | $355,000 | $28,072,183 | | Chief Executive Officer | 2023 | 1,000,000 | — | 14,196,036 | 2,712,000 | 355,850 | 18,263,886 | | | 2022 | 965,385 | — | 9,400,414 | 2,340,559 | 186,935 | 12,893,293 | | Christopher Lapointe | 2024 | 500,000 | — | 6,794,969 | 625,000 | — | 7,919,969 | | Chief Financial Officer | 2023 | 500,000 | — | 5,733,893 | 670,000 | — | 6,903,893 | | | 2022 | 500,000 | 100,000 | 3,310,062 | 660,000 | — | 4,570,062 | | Arun Pinto | 2024 | 448,077 | — | 5,577,347 | 527,945 | — | 6,553,369 | | Chief Risk Officer | | | | | | | | | Eric Schuppenhauer | 2024 | 192,308 | 150,000 | 6,313,194 | 226,952 | — | 6,882,454 | | Executive Vice President, Group Business Unit Leader, Borrow | | | | | | | | | Stephen Simcock | 2024 | 288,461 | — | 7,728,971 | 320,000 | — | 8,337,432 | | General Counsel | | | | | | | |

  44. 2024 Summary Compensation Table

    _________________ (1)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. (2)Includes the amount of discretionary bonuses paid to certain of our NEOs. Mr. Lapointe received a discretionary bonus in May 2022 in recognition of efforts undertaken in assisting us to obtain our bank charter. Pursuant to his employment letter, Mr. Schuppenhauer received a new hire cash signing bonus of $150,000 in September 2024. The bonus is subject to full repayment if Mr. Schuppenhauer voluntarily resigns from the Company or the Company terminates his employment for “Cause” (as defined in his employment letter) within 24 months of his employment start date. (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 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. Assuming the highest level of performance achievement, the grant date fair value of the PSU award granted to Mr. Noto in 2024 would be $12,486,395. 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 “Executive Employment Arrangements — Annual Cash Bonuses.” (5)Includes payments by the Company on behalf of our CEO for residential security services.

  45. 2024 Grants of Plan-Based Awards

    2024 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, 2024 with respect to our NEOs.

  46. 2024 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 ($)(3) | | Name | Type of Award | Grant Date(1) | Threshold ($)(2) | Target ($)(2) | Maximum ($)(2) | Threshold (#) | Target (#) | Maximum (#) | | | Anthony Noto | Time-Vesting RSU | 2/13/2024 | $— | $— | $— | — | 2,178,650 | — | $17,472,773 | | | PSU | 2/13/2024 | — | — | — | — | 726,217 | 1,361,657 | 6,659,410 | | | Annual Cash Bonus | | 1,000,000 | 2,000,000 | 4,000,000 | — | — | — | — | | Christopher Lapointe | Time-Vesting RSU | 2/13/2024 | — | — | — | — | 847,253 | — | 6,794,969 | | | Annual Cash Bonus | | 250,000 | 500,000 | 1,000,000 | — | — | — | — | | Arun Pinto | Time-Vesting RSU | 3/11/2024 | — | — | — | — | 726,217 | — | 5,577,347 | | | Annual Cash Bonus | | 224,658 | 449,315 | 898,630 | — | — | — | — | | Eric Schuppenhauer | Time-Vesting RSU | 9/9/2024 | — | — | — | — | 891,694 | — | 6,313,194 | | | Annual Cash Bonus | | 96,575 | 193,151 | 386,301 | — | — | — | — | | Stephen Simcock | Time-Vesting RSU | 6/3/2024 | — | — | — | — | 1,141,650 | — | 7,728,971 | | | Annual Cash Bonus | | 144,521 | 289,041 | 578,082 | — | — | — | — |

  47. 2024 Grants of Plan-Based Awards

    __________________ (1)For additional information on the plan-based awards granted during 2024, including vesting commencement date and vesting conditions for equity incentive plan awards, see “Outstanding Equity Awards at 2024 Year-End.” (2)Estimated future payouts under non-equity incentive plan awards reflect the NEO’s target for their full year of service in 2024 determined on the NEO’s base salary and target annual cash bonus in effect throughout the year. The base salary and target annual cash bonus for Mr. Noto is based on a base salary of $1,000,000 and target annual cash bonus percentage of 200%. The base salary and target annual cash bonus for Messrs. Lapointe, Pinto, Schuppenhauer, and Simcock are based on a base salary of $500,000 and target annual cash bonus percentage of 100% with the payouts prorated for Messrs. Pinto, Schuppenhauer, and Simcock based on their hire dates. The final annual cash bonus payout may range from a threshold of 50% to a maximum of 200% of the target annual cash bonus. (3)Amounts represent the aggregate of the grant date fair value of RSUs and PSUs 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.

  48. Outstanding Equity Awards at 2024 Year-End

    Outstanding Equity Awards at 2024 Year-End The following table summarizes information about the outstanding equity incentive plan awards for each NEO as of December 31, 2024.

  49. Outstanding Equity Awards at 2024 Year-End

    | | | Option Awards(1) | | | Stock Awards | | Equity Incentive Plan 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) | Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Market or Payout Value of Unearned Shares, Units or Other Rights 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) | — | — | — | 94,853 | 1,460,736 | — | — | | | 6/2/2021(6) | — | — | — | — | — | 2,142,859 | 33,000,034 | | | 3/28/2022(7) | — | — | — | 1,016,261 | 15,650,419 | — | — | | | 2/16/2023(8) | — | — | — | 847,424 | 13,050,330 | — | — | | | 2/13/2024(9) | — | — | — | — | — | 726,217 | 11,183,742 | | | 2/13/2024(10) | — | — | — | 1,770,154 | 27,260,372 | — | — | | Christopher Lapointe | 8/10/2021(6) | — | — | — | — | — | 276,963 | 4,265,235 | | | 3/18/2022(11) | — | — | — | 63,720 | 981,288 | — | — | | | 2/8/2023(12) | — | — | — | 331,823 | 5,110,074 | — | — | | | 2/13/2024(13) | — | — | — | 688,394 | 10,601,268 | — | — | | Arun Pinto | 3/11/2024(14) | — | — | — | 590,052 | 9,086,801 | — | — | | Eric Schuppenhauer | 9/9/2024(15) | — | — | — | 891,694 | 13,732,088 | — | — | | Stephen Simcock | 6/3/2024(16) | — | — | — | 998,944 | 15,383,738 | — | — |

  50. Outstanding Equity Awards at 2024 Year-End

    __________________ (1)All stock options granted to Mr. Noto were immediately exercisable. As of December 31, 2024, 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, 2024 of $15.40, multiplied by either (i) the number of unvested RSUs, (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, or (iii) the number of unvested PSU awards that would vest upon the achievement of the “target” payout for PSUs awarded in 2024. (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)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. (7)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. (8)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. (9)Mr. Noto’s PSUs vest, if at all, during the period commencing on January 1, 2024 and ending on December 13, 2026, subject to the achievement of specific performance goals, such as Absolute Growth in Tangible Book Value, total risk weighted capital ratio, and relative total shareholder return. (10)Mr. Noto’s RSUs had a vesting commencement date of March 14, 2024. 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. Noto’s continued service to us through each such date. (11)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. (12)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. (13)Mr. Lapointe’s RSUs had a vesting commencement date of March 14, 2024. 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. Lapointe’s continued service to us through each such date. (14)Mr. Pinto’s RSUs had a vesting commencement date of February 14, 2024. The service-based vesting conditions of the RSUs is satisfied as to 12.5% of the RSUs on the six-month anniversary of the vesting commencement date, and 6.25% of the RSUs quarterly thereafter, subject to Mr. Pinto’s continuous service on the date of vesting. (15)Mr. Schuppenhauer’s RSUs had a vesting commencement date of August 14, 2024. The service-based vesting conditions of the RSUs is satisfied as to 12.5% of the RSUs on the six-month anniversary of the vesting commencement date, and 6.25% of the RSUs quarterly thereafter, subject to Mr. Schuppenhauer’s continuous service on the date of vesting. (16)Mr. Simcock’s RSUs had a vesting commencement date of June 14, 2024. The service-based vesting conditions of the RSUs is satisfied as to 12.5% of the RSUs on the six-month anniversary of the vesting commencement date, and 6.25% of the RSUs quarterly thereafter, subject to Mr. Simcock’s continuous service on the date of vesting.

  51. Stock Vested During 2024

    Stock Vested During 2024 There were no stock options exercised by our NEOs during the year ended December 31, 2024. The following table summarizes the equity incentive plan awards stock vested for each NEO to which this table applies as of December 31, 2024:

  52. Stock Vested During 2024

    | | Stock Vested | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Anthony Noto | 3,705,211 | $35,651,405 | | Christopher Lapointe | 838,341 | 8,114,357 | | Arun Pinto | 136,165 | 1,215,497 | | Eric Schuppenhauer | — | — | | Stephen Simcock | 142,706 | 2,318,973 |

  53. Stock Vested During 2024

    __________________ (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 Our NEOs are eligible for certain payments or benefits in connection with certain covered or 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 compensation actually paid (“CAP”) to the Named Executive Officers 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 “2024 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) | | 2024 | $28,072,183 | $64,579,825 | $7,423,306 | $15,505,155 | 67.99 | 144.52 | $498,665 | $2,606,170 | | 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 2024 performance year, the non-PEO named executive officers (“non-PEO NEOs”) include Messrs. Lapointe, Pinto, Schuppenhauer, and Simcock. For the 2023 performance year, the non-PEO NEOs include Mr. Lapointe, Chad Borton, Derek White, and Aaron Webster. For the 2022 performance year, the non-PEO NEOs include Messrs. Lapointe, Borton, and Webster, Jeremy Rishel, 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 2024, 2023, 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’ annual target total direct compensation is heavily weighted towards short and long-term performance. The majority of our NEOs’ annual target 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) | | 2024 - PEO | $28,072,183 | $40,688,124 | $17,102,610 | $4,192,528 | $(24,132,183) | $(1,343,437) | $— | $64,579,825 | | 2024 - non-PEO NEOs | 7,423,306 | 12,200,973 | 1,285,577 | 1,291,223 | (6,603,620) | (92,304) | — | 15,505,155 | | 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 a non-GAAP measure. 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 each of servicing rights and residual interests classified as debt due to valuation assumptions, (x) gain on extinguishment of debt, and (xi) other charges, as appropriate, that are not expected to recur and are not indicative of our core operating performance. Management believes adjusted EBITDA is a useful measure for period-over-period comparisons of our business. This measure enables management and investors to assess our core operating performance or results of operations by removing the effects of certain non-cash items and charges, as well as the impact of changes in volume over periods as applicable. In addition, management uses this measure to help evaluate cash flows generated from operations and the extent of additional capital, if any, required to invest in strategic initiatives. The following table reconciles adjusted EBITDA to net income (loss), the most directly comparable GAAP measure:

  63. Adjusted EBITDA

    | | Year Ended December 31, | | | | ($ in thousands) | 2024 | 2023 | 2022 | | Net income (loss) (GAAP) | $498,665 | $(300,742) | $(320,407) | | Non-GAAP adjustments: | | | | | Interest expense – corporate borrowings(1) | 48,346 | 36,833 | 18,438 | | Income tax (benefit) expense(2) | (265,320) | (416) | 1,686 | | Depreciation and amortization(3) | 203,498 | 201,416 | 151,360 | | Share-based expense | 246,152 | 271,216 | 305,994 | | Restructuring charges(4) | 1,530 | 12,749 | — | | Impairment expense(5) | — | 248,417 | — | | Foreign currency impact of highly inflationary subsidiaries(6) | 1,683 | 10,971 | — | | Transaction-related expense(7) | 615 | 142 | 19,318 | | Servicing rights – change in valuation inputs or assumptions(8) | (6,280) | (34,700) | (39,651) | | Residual interests classified as debt – change in valuation inputs or assumptions(9) | 108 | 425 | 6,608 | | Gain on extinguishment of debt(10) | (62,517) | (14,574) | — | | Total adjustments | 167,815 | 732,479 | 463,753 | | Adjusted EBITDA (non-GAAP) | $666,480 | $431,737 | $143,346 |

  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, as well as interest expense and the amortization of debt discount and debt issuance costs on our convertible notes. Revolving credit facility interest expense in 2024 and 2023 increased due to elevated average interest rates relative to the prior year on identical outstanding debt. Convertible note interest expense in 2024 increased related to the issuance of interest-bearing convertible senior notes during the first quarter of 2024. (2)Our income tax position in 2024 was primarily due to the release in the fourth quarter of a $258 million valuation allowance against certain deferred tax assets based on our reassessment of their realizability. 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. (3)Depreciation and amortization expense in 2024 was primarily related to our internally-developed software and intangibles. Depreciation and amortization expense in 2023 increased compared to 2022 primarily in connection with acquisitions and growth in our internally-developed software balance. (4)Restructuring charges in 2024 relate to legal entity restructuring. 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 2024 and 2023 included financial advisory and professional services costs associated with our acquisition of Wyndham. Transaction-related expenses in 2022 primarily included financial advisory and professional services costs associated with our acquisition of Technisys. (8)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 income (loss) to provide management and financial users with better visibility into the earnings available to finance our operations. (9)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 income (loss) to provide management and financial users with better visibility into the earnings available to finance our operations. (10)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.