595 Market Street, Suite 200, San Francisco, California 94105
Notice of 2025 Annual Meeting of Stockholders
To Our Stockholders:
NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of Stockholders of LendingClub Corporation (the ''Company,'' ''LendingClub,'' ''we,'' ''us'' and ''our'') will be held on June 3, 2025, at 10:00 a.m. Pacific Time via the Internet at https://www.virtualshareholdermeeting.com/LC2025 (the ''Annual Meeting''). There is no physical location for the Annual Meeting.
At the Annual Meeting, you will be asked to:
Elect Stephen Cutler, John C. (Hans) Morris, Erin Selleck and Janey Whiteside as Class II directors, each of whom is currently serving on our Board of Directors, to serve until the 2028 Annual Meeting of Stockholders and until his or her successor has been elected and qualified or his or her earlier death, resignation, or removal;
Approve, on a non-binding advisory basis, the compensation of our named executive officers as disclosed in the Proxy Statement;
Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025;
Approve a management proposal to amend and restate the Company's Eighth Amended and Restated Certificate of Incorporation to phase in the declassification of our Board of Directors; and
Approve a management proposal to amend and restate the Company's Eighth Amended and Restated Certificate of Incorporation to remove the supermajority voting requirements to amend our governing documents.
The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice.
Only stockholders of record at the close of business on April 7, 2025, are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof.
By Order of the Board of Directors,
Jordan Cheng
General Counsel and Corporate Secretary
San Francisco, California April 23, 2025
Whether or not you expect to participate in the Annual Meeting, please vote via the Internet, by phone, or complete, date, sign and promptly return the accompanying proxy in the enclosed postage-paid envelope (if applicable) so that your shares may be represented at the Annual Meeting.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 3, 2025: THIS PROXY STATEMENT, PROXY, AND THE ANNUAL REPORT ARE AVAILABLE AT https://WWW.PROXYVOTE.COM
A Letter from Our CEO & Independent Chairman of the BoardDear Stockholders,
As a digitally-native, information-driven, customer-focused company, and one of a small number of fintech companies with a national bank charter, we are continuing to build a new kind of bank, one that aims to advantage our members with the information, tools, and guidance they need to achieve their own version of financial success. We do this by leveraging data and technology to increase access to credit, lower borrowing costs, and improve the return on savings - all through a smart, simple, and rewarding digital experience. Since our founding, more than 5 million individuals have become members, and we have facilitated more than $100 billion of loans.
We are pleased with what we accomplished in 2024. Among other things, we successfully exited our operating agreement with the Office of the Comptroller of the Currency (OCC) on time, maintained our credit outperformance, grew our balance sheet by 20% and our deposit base by 24%, increased net income by 32% and ended the year with improving non-interest income through higher loan sale prices. In tandem with achieving these milestones, we advanced our longer-term strategy to increase engagement with our products and services. Notably, we acquired award-winning debt management technology from Tally Technologies to enhance our DebtIQTMdebt monitoring tool, launched new LevelUp Savings and TopUp products for our consumer savers and borrowers, and created a new rated Structured Loan Certificates program for our loan investors.
Meeting our ambitions requires that we recruit and retain employees with a compelling combination of opportunity, culture and compensation. As a fintech company with a substantial presence in the San Francisco Bay Area, we have historically operated a broad-based, equity-oriented, long-term incentive program to deliver market-required compensation. This, however, created meaningful levels of dilution and in 2023 we made a commitment to materially reduce the overhang and annual utilization rate from our equity compensation program to below 20% and 4%, respectively, by the end of 2027. We engaged with many of our largest stockholders on the topic and they were nearly universally supportive of this commitment and our related initiatives to reduce dilution, including using cash compensation in lieu of equity compensation. We encourage you to review pages 3 and 4 of our Proxy Statement for more information on the progress we have made in reducing dilution from our compensation programs.
Further, we have included two important governance proposals for your consideration. First, we continue to believe in the merits of a declassified board and have again included a proposal this year to phase out our current classified board structure. Second, we have again included a proposal this year to remove the supermajority voting standard to amend our governing documents. In 2024, more than 99% of our stockholders that voted supported these measures; however, we did not receive the necessary two-thirds support from all outstanding shares for these measures to pass. These proposals, along with our efforts to reduce the dilution from our compensation programs, address the most common areas of stockholder feedback. We therefore strongly encourage you, most importantly, to vote, and we also recommend that you vote ''FOR'' each of these proposals.
Although macroeconomic uncertainty continues to persist into 2025, with our award-winning products,
market-leading data science capabilities, innovation-oriented culture and seasoned executive team, we remain optimistic about our future and committed to creating value for our stockholders, as well as our customers, employees and communities.
On behalf of the Board, thank you for your investment in LendingClub. Sincerely,
Scott Sanborn
Chief Executive Officer and member of the Board
John C. (Hans) Morris
Independent Chairman of the Board
Table of ContentsProxy Summary 1
Corporate Responsibility 6
Board of Directors and Corporate Governance 12
LendingClub Board 12
Board Committees 14
Business Conduct and Ethics Policy 18
Information Regarding Our Directors 18
Director Compensation 22
Executive Officers 26
Executive Compensation 27
Compensation Discussion and Analysis 27
Compensation Tables 42
Pay Versus Performance Disclosure 46
Employment Agreements 51
Potential Payments Upon Termination or Change In Control 53
Securities Authorized For Issuance Under Equity Compensation Plans 55
Report of the Compensation Committee 56
Security Ownership of Certain Beneficial Owners and Management 57
Related Party Transactions 59
Report of the Audit Committee 60
Section 16(a) Beneficial Ownership Reporting Compliance 61
Communications With the LendingClub Board 62
Proposal One: Election of Directors 63
Proposal Two: Advisory Vote on Executive Compensation 64
Proposal Three: Ratification of Appointment of Independent Registered Public Accounting Firm 65
Proposal Four: Declassification of the Board 66
Proposal Five: Removal of the Supermajority Voting Requirement 68
Questions and Answers about the Proxy Materials and the Annual Meeting 70
Other Business 77
Annex I 78
Annex II 80
Exhibit A 81
Proxy Summary | ||
Overview Of Voting Items | ||
Proposal | Board Recommendation | Page |
Proposal One: Election of Class II directors | For each nominee | 63 |
Proposal Two: Advisory vote to approve the compensation of our named executive officers | For | 64 |
Proposal Three: Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the 2025 fiscal year | For | 65 |
Proposal Four: Management proposal to amend and restate the Company's Eighth Amended and Restated Certificate of Incorporation to phase in the declassification of the Board of Directors | For | 66 |
Proposal Five: Management proposal to amend and restate the Company's Eighth Amended and Restated Certificate of Incorporation to remove the supermajority voting requirements to amend our governing documents | For | 68 |
The Notice of Internet Availability of Proxy Materials (the ''Notice''), Proxy Statement, form of proxy and Annual Report on Form 10-K for the year ended December 31, 2024 (the ''Annual Report'') will be first distributed and made available to stockholders on or about April 23, 2025.
Who We Are
LendingClub Corporation (including its subsidiaries, ''LendingClub'', the ''Company'', ''we'', ''us'', ''our'') is a publicly traded bank holding company and operates a leading, nationally chartered, digital marketplace that leverages data and technology to increase access to credit, lower borrowing costs, and improve returns on savings. We offer a suite of deposit and loan products through a smart, simple and rewarding digital experience. We retain a portion of the loans we originate and sell the remainder to marketplace investors including banks, credit unions, asset managers and private credit funds. Since our founding, more than 5 million individuals have become members and we have facilitated more than $95 billion of loans.
To execute on our vision, grow the business responsibly and create value for our stockholders, it is critical that we have a sophisticated, dedicated and committed management team, overseen by an independent Board of Directors (the ''Board'') with substantial and relevant expertise.
2024 Strategic Priorities & Results
Our management team and Board are deeply focused on the evolution, execution and oversight of our strategy. Below is a summary of certain key 2024 strategic priorities and how we executed against them.
Strong Business Execution
Proxy Summary | 1