DEF 14A of Figure Technology Solutions, Inc.
Filed Apr 24, 2026 · FY20250002064124-26-000020
Election of Directors
Election of Directors At the Annual Meeting, eight (8) directors are to be elected to hold office until the Annual Meeting of Stockholders to be held in 2027 and until each such director’s successor shall be elected or appointed and qualified or until his or her earlier death, retirement, disqualification, resignation or removal. We currently have eight (8) directors on our Board. Our current directors, who are also director nominees for election at the Annual Meeting, are Michael Tannenbaum, Adam Boyden, Michael Cagney, David Katsujin Chao, Lesley Goldwasser, Sachin Jaitly, Daniel Morehead and June Ou. The Board has nominated each of the foregoing director candidates to serve as directors until the 2027 Annual Meeting. The proposal regarding the election of directors requires the approval of a plurality of the votes cast. This means that the eight (8) nominees receiving the highest number of affirmative “FOR” votes will be elected as directors. Votes withheld and broker non‑votes are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal. In accordance with our Charter and Bylaws, the directors currently stand for election for one‑year terms that expire at the following year’s annual meeting. Effective on and after the date on which Michael S. Cagney and his affiliates collectively cease to beneficially own more than 50% of the outstanding voting power of the Company’s capital stock (such date, the “Trigger Date”), the directors of the Company, other than those who may be elected solely by the holders of any series of Blockchain common stock or preferred stock under circumstances specified in the certificate of designation for such series, will be divided into three classes with staggered, three-year terms. The initial term of the Class I directors will expire at the first annual meeting following the Trigger Date, the initial term of the Class II directors will expire at the second annual meeting following the Trigger Date and the initial term of the Class III directors will expire at the third annual meeting following the Trigger Date. At each annual meeting of stockholders commencing with the first annual meeting following the Trigger Date, each of the individuals elected to succeed the directors of the class whose term expires at such annual meeting will be elected to serve from the time of election and qualification until the third annual meeting following their election. Pursuant to our Charter and Bylaws, the total number of directors constituting the Board shall be not less than one (1), with the then‑authorized number of directors being fixed and thereafter changed from time to time (i) prior to the Trigger Date, by resolution(s) adopted by the Board or the holders of at least a majority of the voting power of the outstanding shares of our common stock; and (ii) from and after the Trigger Date, solely by resolution(s) adopted by the Board, which number is currently eight (8) members. Subject to the Charter or any rights of the holders of preferred stock or Blockchain common stock, if any, newly created directorships resulting from any increase in the authorized number of directors or any vacancies on the Board resulting from death, retirement, disqualification, resignation or removal from office or other cause shall be filled solely by the affirmative vote of the remaining directors then in office, even if less than a quorum of the Board, or by a sole remaining director. Subject to any rights of the holders of preferred stock or Blockchain common stock, if any, our directors may be removed from office at any time, with or without cause and by the affirmative vote of not less than two-thirds of the voting power.
Election of Directors
| Figure Technology Solutions, Inc. | 7 | 2026 Proxy Statement |
Election of Directors
The current members of the Board who are also nominees for election to the Board as directors are as follows:
Election of Directors
| Name | Age | Position with the Company | | Michael Tannenbaum | 38 | Chief Executive Officer and Director | | Adam Boyden | 57 | Director | | Michael Cagney | 55 | Director | | David Katsujin Chao | 59 | Director | | Lesley Goldwasser | 64 | Director | | Sachin Jaitly | 45 | Director | | Daniel Morehead | 60 | Director | | June Ou | 60 | Director |
Election of Directors
The principal occupations and business experience, for at least the past five years, of each director nominee for election at the Annual Meeting are as follows:
Election of Directors
| | Chief Executive Officer | Age: 38 | Director Since: 2024 Mr. Tannenbaum has served as our Chief Executive Officer since April 2024, the Chief Executive Officer to various of our subsidiaries since November 2025, and as a member of our board of directors since July 2024. Prior to joining Figure, Mr. Tannenbaum served as an executive at Brex, Inc., a technology and financial services company. Mr. Tannenbaum served as Brex’s Chief Operating Officer from November 2021 to January 2024, and as its Chief Financial Officer and Chief Business Officer from July 2017 to November 2021. Earlier in his career, Mr. Tannenbaum held significant leadership roles at SoFi Technologies, Inc. (NASDAQ: SOFI) (“SoFi”), a financial services company, from July 2014 to July 2017, including as Chief Revenue Officer. Mr. Tannenbaum also worked at Hellman & Friedman, a private equity firm, and in the investment banking division at JPMorgan Chase, a multinational investment bank and financial services company. | | | Michael Tannenbaum | | | | | | Mr. Tannenbaum graduated summa cum laude from Columbia University with a B.A. in Economics and Urban Studies. |
Election of Directors
| Figure Technology Solutions, Inc. | 8 | 2026 Proxy Statement |
Election of Directors
| | Director | Age: 57 | Director Since: 2024 Mr. Boyden has served as a member of our board of directors since March 2024. Mr. Boyden also previously served as a member of the board of directors of Figure Technologies, Inc. Since September 2014, Mr. Boyden has also served as a general partner of RPM Ventures, a venture capital firm. From 2012 to 2013, Mr. Boyden served as the Chief Operating Officer of SoFi. From 2008 to 2012, he served as the President of Conduit Ltd., a cloud‑based user engagement platform based in Israel. From 2006 to 2008, he served as the General Manager at Xfire, Inc., an instant messaging service and server browser for video games, and from 2004 to 2006 he served as their Vice President of Marketing and Business Development. From 2002 to 2004, Mr. Boyden was the founder and CEO of Openlane, Inc., an internet‑based business‑to‑business automotive remarketing company. Mr. Boyden also currently serves on the boards of directors of Coterie Applications, Inc., an embedded insurance company, DailyPay Holdings, Inc., an on‑demand pay solution, Family First, Inc., a caregiving software platform, Overalls Inc., a concierge benefits technology platform, Ao1 Holdings Inc. (d/b/a Players Health), a youth sports data and insurance platform, Roost, Inc., a connected home technology platform, and Findigs, Inc., an AI-native tenant screening platform. | | | Adam Boyden | | | | | | Mr. Boyden has a bachelor’s degree in engineering science from the University of Exeter and an M.B.A. from Stanford University’s Graduate School of Business. |
Election of Directors
| | Co-Founder and Director | Age: 55 | Director Since: 2024 Mr. Cagney has served as chairman of our board of directors since March 2024. Mr. Cagney is one of our co‑founders. Mr. Cagney is the President of Figure REIT, a position he has held since October 2020. He is also a member of the board of directors of various of our subsidiaries. From January 2018 to March 2024, Mr. Cagney served as the Chief Executive Officer and as a member of the board of directors of Figure Technologies, Inc. Mr. Cagney also served as Chief Executive Officer and President of Figure Lending Corp. from January 2018 to July 2024. From April 2024 to November 2025, Mr. Cagney served as the Chief Executive Officer of Figure Markets Holdings, Inc. From 2011 to 2017, Mr. Cagney served as Chief Executive Officer and Chairman of the Board of SoFi, a technology and financial services company. Mr. Cagney’s career began at Wells Fargo, followed by founding roles at Finaplex, a wealth management software company, and Cabezon Investment Group, a global macro hedge fund. His significant contributions to the financial industry, particularly in leveraging blockchain technology, have garnered widespread recognition and accolades in professional circles and notable publications. | | | Michael Cagney | | | | | | Mr. Cagney holds a B.A. in Economics and an M.S. in Applied Economics and Finance from the University of California, Santa Cruz, and an M.S. in Management from Stanford University’s Graduate School of Business. |
Election of Directors
| Figure Technology Solutions, Inc. | 9 | 2026 Proxy Statement |
Election of Directors
| | Director | Age: 59 | Director Since: 2024 Mr. Chao has served as a member of our board of directors since March 2024. Mr. Chao also previously served on the board of directors of Figure Markets Holdings, Inc. and Figure Technologies, Inc.. Mr. Chao has served as the General Partner at DCM Ventures, a global venture capital firm which he co‑founded, since January 1996. At DCM Ventures, Mr. Chao specializes in guiding portfolio companies in developing their corporate and product marketing strategies, building management teams, and forging domestic and international partnerships. Prior to DCM Ventures, Mr. Chao was a co‑founder and acting Chief Financial Officer and Chief Technology Officer of Japan Communications Inc. (TSE: 9424), Japan’s first mobile virtual network operator. Earlier in his career, Mr. Chao worked as a consultant at McKinsey & Company and held significant leadership roles at Apple and Recruit, Japan’s largest HR infomediary corporation. Mr. Chao has served as a member of the board of directors of Figure Technologies, Inc. since July 2018. He also currently serves as a member of the board of directors of SoftBank Group (TSE: 9984). Mr. Chao has been recognized as a leading venture capitalist by Forbes Magazine and named to the Forbes Midas List Hall of Fame in 2016. | | | David Katsujin Chao | | | | | | Mr. Chao holds a B.A. from Brown University and an M.B.A. from Stanford University’s Graduate School of Business. |
Election of Directors
| | Director | Age: 64 | Director Since: 2025 Ms. Goldwasser has served as a member of our board of directors since July 2025. Since 2013, Ms. Goldwasser has also served as Managing Partner of GreensLedge Capital Markets, a boutique investment banking firm focused on structured products and securitizations. From 2010 to 2013, she served as Managing Director of Credit Suisse Group AG, a large investment and commercial bank, where she managed the Global Strategic Finance division. From 1996 to 2010, Ms. Goldwasser served as Managing Director of Bear Stearns and Bear Stearns Merchant Banking, global investment banks, where she served as global head of the Debt and Equity Capital Markets division and global head of the Structured Products division. | | | Lesley Goldwasser | | | | | | Ms. Goldwasser holds a B.B.S. in Business, Finance and Marketing from the University of Cape Town. |
Election of Directors
| Figure Technology Solutions, Inc. | 10 | 2026 Proxy Statement |
Election of Directors
| | Director | Age: 45 | Director Since: 2024 Dr. Jaitly has served as a member of our board of directors since March 2024. Dr. Jaitly also currently serves on the board of directors of Figure Assets LLC and previously served as a member of the board of directors of Figure Technologies, Inc.. Since April 2021, Dr. Jaitly has also served as the founding General Partner of Morgan Creek Digital, a venture capital fund focused on web3 technologies. Since January 2018, he has also served as founding Managing Partner of Tessera Venture Partners, a venture capital fund focused on Blockchain and AI. Earlier in his career, Dr. Jaitly held various leadership roles at Datalogix Holdings Inc., The Neat Company, flexEngage, Inc., Nokia Corporation, and General Electric. Dr. Jaitly was also the co-founder of flexEngage and participated in its acquisition by Klarna Holding AB, as well as the acquisitions of Nokia by Microsoft Corporation and Datalogix by Oracle Corp. | | | Sachin Jaitly | | | | | | Dr. Jaitly holds an Executive Education Certificate in Blockchain Technologies, Business Innovation and Application from the MIT Sloan School of Management, an Executive Education Certificate in Audit Committees in a New Era of Governance from Harvard Business School, a BA in International Business from Rollins College, a MBA in Finance from Rollins College, and a Doctor of Business Administration in Finance from the University of Florida. |
Election of Directors
| | Director | Age: 60 | Director Since: 2025 Mr. Morehead has served as a member of our board of directors since August 2025. Since 2003, Mr. Morehead has also served as founding Managing Partner of Pantera Capital Management, a global investment firm focused on blockchain and digital currencies. From 1996 to 2000, he served as Chief Financial Officer and Head of Macro Trading of Tiger Management, a hedge fund. Earlier in his career, Mr. Morehead served as Global Head of the Foreign Exchange Options division at Deutsche Bank and Managing Director of the Global Portfolio Group at Bankers Trust, each an investment bank. | | | Daniel Morehead | | | | | | Mr. Morehead holds a B.S.E. in Civil Engineering from Princeton University. |
Election of Directors
| Figure Technology Solutions, Inc. | 11 | 2026 Proxy Statement |
Election of Directors
| | Director | Age: 60 | Director Since: 2025 Ms. Ou has served as a member of our board of directors since January 2025. Ms. Ou is one of our co‑founders. She previously served as President of Figure Technologies, Inc. from November 2022 to March 2024 and President of Figure Markets Holdings, Inc. from March 2024 to November 2025, overseeing each firm’s operations and strategic direction. Ms. Ou has deep experience in the financial technology industry, having served as the Chief Operating Officer of Figure Technologies, Inc. from January 2018 to November 2022 and as the Chief Technology Officer of SoFi from 2012 to 2017. Ms. Ou previously served as Chief Executive Officer of CCO Solutions, a provider of outsourced solutions to the hedge fund industry, and as Vice President of Engineering at Finaplex, Inc., a developer of financial services software. | | | June Ou | | | | | | Ms. Ou holds a B.A. in International Relations from the University of Delaware, an M.S. in Applied Economics from the University of California, Santa Cruz, and an M.S. from Stanford University’s Graduate School of Business, where she was a Sloan Fellow. |
Election of Directors
If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote the shares of common stock represented thereby for the election as a director of the person whose name and biography appears above. In the event that any of Michael Tannenbaum, Adam Boyden, Michael Cagney, David Katsujin Chao, Lesley Goldwasser, Sachin Jaitly, Daniel Morehead or June Ou should become unable to serve, or for good cause will not serve, as a director, it is intended that votes will be cast for a substitute nominee designated by the Board or the Board may elect to reduce its size. The Board has no reason to believe that any of the director nominees will be unable to serve if elected. Each of the director nominees has consented to being named in this proxy statement and to serve if elected. Recommendation of the Board of Directors
Election of Directors
| The Board unanimously recommends a vote FOR the election of each of the above director nominees. |
Election of Directors
| Figure Technology Solutions, Inc. | 12 | 2026 Proxy Statement |
Election of Directors
PROPOSAL 2
Executive Compensation
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | Total ($) | | Michael Tannenbaum Chief Executive Officer and Director | 2025 | 424,715 | 715,385 | 5,571,719 | 2,857,586 | 291,552 | 9,860,957 | | | 2024 | 252,084 | 259,615 | 22,111,027 | 12,873,603 | — | 35,496,329 | | Macrina Kgil(5) Chief Financial Officer | 2025 | 450,000 | 300,000 | 442,986 | 232,507 | 236,375 | 1,661,868 | | | 2024 | 27,501 | — | 3,253,500 | 1,905,066 | — | 5,186,067 | | Todd Stevens Chief Capital Officer | 2025 | 350,000 | | — | — | 257,797 | 607,797 | | | 2024 | 309,375 | — | 2,952,250 | 1,742,479 | 151,547 | 5,155,651 |
Non-Employee Director Compensation Policy
Non-Employee Director Compensation Policy In connection with our initial public offering, we adopted a non-employee director compensation policy that is applicable to each of our non-employee directors. Pursuant to this policy, each eligible non-employee director other than those directors affiliated with certain of our sponsors will receive an annual cash retainer of $75,000 that will be paid quarterly in arrears. In addition, an eligible director serving as lead independent director of our board of directors will receive an additional cash retainer of $25,000; the chairperson of the audit committee will receive an additional cash retainer of $25,000 and each other member of the audit committee will receive an additional cash retainer of $10,000; the chairperson of the compensation committee will receive an additional cash retainer of $25,000 and each other member of the compensation committee will receive an additional cash retainer of $10,000; and the chairperson of the nominating and corporate governance committee will receive an additional cash retainer of $25,000 and each other member of the nominating and corporate governance committee will receive an additional cash retainer of $10,000. In addition and pursuant to this policy, eligible non-employee directors other than those directors affiliated with certain of our sponsors will be eligible to receive an annual equity award of RSUs with a grant date fair value of $100,000 (with prorated awards made to directors who join after this offering on a date other than the date of an annual meeting), which will generally vest in full on the earlier of (i) the day immediately prior to the date of our annual stockholder meeting immediately following the date of grant and (ii) the first anniversary of the grant date, subject to the non-employee director continuing service through such date. In the event of a change in control (as defined in the 2025 Plan), all outstanding equity awards granted to our non-employee directors pursuant to this policy will accelerate and vest in full.
2025 Director Compensation
2025 Director Compensation The following table lists the individuals who served as our directors in 2025 and summarizes their 2025 compensation. Mr. Tannenbaum did not receive any compensation for his service on the Board during 2025.
2025 Director Compensation
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | Stock Options ($)(2)(3) | All Other Compensation ($)(4) | Total ($) | | Michael Cagney | — | 126,703,131 | 42,159,234 | 141,600 | 169,003,965 | | Adam Boyden | 18,288 | — | — | — | 18,288 | | David Katsujin Chao | 10,668 | — | — | — | 10,668 | | Lesley Goldwasser | 28,955 | 237,850 | — | — | 266,805 | | Sachin Jaitly | 7,620 | — | — | — | 7,620 | | Daniel Morehead | 3,048 | — | — | — | 3,048 | | June Ou(5) | — | — | — | — | — |
2025 Director Compensation
1.Amounts in this column reflect cash retainers paid to each of our non-employee directors for their service on the Board during 2025 in accordance with our non-employee director compensation policy. 2.This column reflects the grant date fair value of the RSUs granted during 2025 to each of our non-employee directors in respect of their service on the Board in accordance with our non-employee director compensation policy and, in the case of Mr. Cagney the Founder Retention Award, in each case, as calculated in accordance with ASC Topic 718, excluding the effect of estimated forfeitures and, in the case of stock options, as determined using Black-Scholes. We provide information regarding the assumptions used to calculate the value of all stock awards and option awards made to executive officers in Note 7 to our audited consolidated financial statements included in the 2025 Annual Report. 3.The following table lists all outstanding equity awards held by our directors as of December 31, 2025:
2025 Director Compensation
| Name | Outstanding RSUs (#) | Outstanding PSUs (#) | Outstanding Options (#) | | Michael Cagney | 3,000,884 | 2,133,961 | 7,760,846 | | Adam Boyden | — | — | — | | David Katsujin Chao | — | — | — | | Lesley Goldwasser | 7,136 | — | — | | Sachin Jaitly | — | — | — | | Daniel Morehead | — | — | — | | June Ou | — | — | 4,453,693 |
2025 Director Compensation
4.Reflects a tax equalization payment made to Mr. Cagney in 2025 related to certain taxes triggered in connection with the Separation. 5.June Ou did not receive compensation under the Non-Employee Director Compensation Policy through December 31, 2025, but is being compensated under such policy beginning January 1, 2026.
2025 Director Compensation
| Figure Technology Solutions, Inc. | 34 | 2026 Proxy Statement |