UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION

Proxy Statement Pursuant to Section 14(a) OF THE

SECURITIES EXCHANGE ACT OFof the

Securities Exchange Act of 1934

(Amendment No. )
Filed by the Registrant ☒       Filed by a Partyparty other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement
☐ Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material under Pursuant to
§240.14a-12

Upstart Holdings, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box)all boxes that apply):

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☐Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

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14a-6(i)(1)
and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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0-11

LOGOLOGO

UPSTART HOLDINGS, INC.

NOTICE OF 20212024 ANNUAL MEETING OF STOCKHOLDERS

To be held at 9:00 a.m. Pacific Time on Wednesday, May 26, 202129, 2024

TO STOCKHOLDERS OF UPSTART HOLDINGS, INC.:

The 2021We are pleased to invite you to virtually attend the 2024 annual meeting of stockholders (the “2021“2024 Annual Meeting”) of Upstart Holdings, Inc., a Delaware corporation, which will be held virtually on Wednesday, May 26, 2021,29, 2024, at 9:00 a.m. Pacific Time. You may attend the 2021The 2024 Annual Meeting by visiting www.virtualshareholdermeeting.com/UPST2021, wherewill be held virtually via a live interactive audio webcast on the Internet. If you held shares of our common stock at the close of business on April 1, 2024, you will be able to listen tovote online and submit questions during the meeting live, submit questions and vote online.at www.virtualshareholdermeeting.com/UPST2024. We are holding the 20212024 Annual Meeting for the following purposes, as more fully described in the accompanying proxy statement:

 

 1.

to elect as Class I directors the twothree nominees named in the accompanying proxy statement to serve until the 20242027 annual meeting of stockholders orand until their successors are duly elected and qualified;

 

 2.

to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for ourthe current fiscal year ending December 31, 2021; and2024;

 

 3.

to approve, on an advisory basis, the compensation of our named executive officers; and

4.

to transact such other business as may properly come before the meeting or any adjournments or postponements thereof.

Our board of directors recommends that you vote “FOR” the director nominees named in Proposal One and “FOR” the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm as described in Proposal Two.

Our board of directorsBoard has fixed the close of business on April 1, 20212024 as the record date for the meeting. Only stockholders of record of our common stock on April 1, 20212024 are entitled to notice of, and to vote at, the 20212024 Annual Meeting. Our proxy statement contains further information regarding voting rights and the matters to be voted upon.

On or about April 14, 2021,5, 2024, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”), containing instructions on how to access our proxy statement for our annual meeting and our annual report to stockholders over the Internet. The Notice provides instructions on how to vote and includes instructions on how to receive a copy of our proxy materials and annual report by mail or e-mail. The Notice, our proxy statement and our annual report to stockholders can be accessed directly at the following Internet address: www.proxyvote.com, using the control number located on the Notice or, if you requested to receive a printed copy of the proxy materials, your accompanying proxy card.

Your vote is important. Whether or not you plan to attend the 20212024 Annual Meeting, we urge you to submit your vote as soon as possible to ensure your shares are represented. We encourage you to submit your proxy or voting instructions via the Internet, which is convenient, helps reduce the environmental impact of our annual meeting and saves us significant postage and processing costs. For instructions on voting, please refer to your proxy card, or the Notice or page 23 of the accompanying proxy statement.

We appreciate your continued support of, and continued interest in, Upstart.

By order of the Board of Directors,

Alison NicollScott Darling

General CounselChief Legal Officer and Corporate Secretary

San Mateo, California

TABLE OF CONTENTS

 

   Page 

GENERAL INFORMATION

   1 

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

9

Director Nominees

9

Continuing Directors

10

Director Independence

11

Board Leadership Structure

12

Board Meetings

12

Board Committees

13

Compensation Committee Interlocks and Insider Participation

14

Role of our Board in Risk Oversight

14

Board and Board Committee Self-Evaluation Process

15

Considerations in Evaluating Director Nominees

15

Stockholder Recommendations for Nominations to our Board

17

Communications with our Board

18

Corporate Social Responsibility

18

Corporate Governance Guidelines and Code of Ethics

18

Stock Ownership Guidelines

18

Non-Employee Director Compensation

19

PROPOSAL NO. 1 ELECTION OF DIRECTORS

   923 

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

12

PROPOSAL NO. 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

   2024 

REPORT OF THE AUDIT COMMITTEE

   2226 

PROPOSAL NO. 3 ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

27

EXECUTIVE OFFICERS

   2328 

EXECUTIVE COMPENSATION

   2429 

Compensation Discussion and Analysis

29

Who We Are

29

2023 Business Highlights

29

Compensation Philosophy and Guiding Principles

30

2023 Executive Compensation Highlights

30

Executive Compensation Policies and Practices

31

Compensation-Setting Process

33

Compensation Elements

36

Post-Employment Compensation

44

Other Compensation Policies

45

Tax and Accounting Considerations

45

Report of the Compensation Committee

47

2023 Summary Compensation Table

48

Grants of Plan-Based Awards

49

Outstanding Equity Awards at 2023 Year-End

50

Option Exercises and Stock Vested in 2023

52

Potential Payments upon Termination or Change in Control

52

Policy Regarding Employee, Officer and Director Hedging

53

Pay Ratio Analysis

54

Pay Versus Performance

54

EQUITY COMPENSATION PLAN INFORMATION

59

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

   2960 

CERTAIN RELATIONSHIPS AND RELATED PERSONPARTY TRANSACTIONS

   3162 

OTHER MATTERS

   3464

2023 Annual Report and SEC Filings

64 

LOGO

LOGO

UPSTART HOLDINGS, INC.

PROXY STATEMENT

20212024 ANNUAL MEETING OF STOCKHOLDERS

Toto be held at 9:00 a.m. Pacific Time on Wednesday, May 26, 202129, 2024

GENERAL INFORMATION

This proxy statement is being furnished by Upstart Holdings, Inc. in connection with the solicitation of proxies by our Boardboard of Directorsdirectors (the “Board”) for use at the 20212024 Annual Meeting of Stockholders of Upstart Holdings, Inc. to be held on Wednesday, May 26, 2021,29, 2024, at 9:00 a.m. Pacific Time, solely via live webcast on the Internet at www.virtualshareholdermeeting.com/UPST2021,UPST2024, and for any postponements, adjournments or continuations thereof (the “2021“2024 Annual Meeting”). In this proxy statement, the terms “Upstart,” “the company,” “we,” “us” and “our” refer to Upstart Holdings, Inc. and our subsidiaries.

On or about April 14, 2021,5, 2024, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”), containing instructions on how to access this proxy statement for the 20212024 Annual Meeting and our Annual Report on Form 10-K for the fiscal year ended December 31, 2020,2023, to our stockholders entitled to vote at the 20212024 Annual Meeting.

The information provided in the “question and answer” format below is for your convenience only and is merely a summary of the information contained in this proxy statement. You should read this entire proxy statement carefully. Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this proxy statement, and references to our website address in this proxy statement are inactive textual references only.

What matters am I voting on?

You will be voting on:are being asked to vote on the following proposals:

 

the election of theDave Girouard, Jeff Huber and Hilliard C. Terry, III as Class I directors, named in this proxy statement, each to serve until our 20242027 annual meeting of stockholders orand until their successors are duly elected and qualified;

 

a proposal to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our current fiscal year ending December 31, 2021; and

any other business as may properly come before the 2021 Annual Meeting.

How does the board of directors recommend I vote on these proposals?

Our board of directors recommends that you vote your shares:

“FOR” the two nominees named in this proxy statement for election as Class I directors;

“FOR” the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the current fiscal year ending December 31, 2021.2024;

to approve, on an advisory basis, the compensation of our named executive officers; and

any other business as may properly come before the 2024 Annual Meeting.

As of the date of this proxy statement, our management and Board were not aware of any other matters to be presented at the 2024 Annual Meeting.

How does the board of directors recommend I vote on these proposals?

Our Board recommends that you vote your shares:

•

“FOR” the election of Dave Girouard, Jeff Huber and Hilliard C. Terry, III as Class I directors;

1

•

“FOR” the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the current fiscal year ending December 31, 2024; and

•

“FOR” the approval, on an advisory basis, of the compensation of our named executive officers.

Who is soliciting my vote?

Our board of directorsBoard is soliciting your vote in connection with the 20212024 Annual Meeting.

Who is entitled to vote?

Only holders of our common stock as of the close of business on April 1, 2021,2024 which is the record date for the 2024 Annual Meeting (the “Record Date”), are entitled to vote at the 20212024 Annual Meeting. As of the record date,Record Date, there were 73,908,25287,805,391 shares of our common stock outstanding and entitled to vote. In deciding all matters at the 20212024 Annual Meeting, each stockholder will be entitled to one vote for each share of common stock held on the record date.Record Date. We do not have cumulative voting rights for the election of directors.

For ten days prior to the 2024 Annual Meeting, a list of stockholders eligible to vote at the 2024 Annual Meeting will be available for review by any stockholder for any purpose relating to the 2024 Annual Meeting during regular business hours at our principal executive offices. Stockholders interested in viewing the list can contact our corporate secretary to schedule an appointment by writing to Upstart Holdings, Inc., Attention: Corporate Secretary, 2950 S. Delaware Street, Suite 410, San Mateo, California 94403.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

Many of our stockholders hold their shares as beneficial owners through a brokerage firm or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially through a broker or other nominee “in street name.”

Registered stockholders or stockholders of record

. If your shares are registered directly in your name with our transfer agent, American Stock Transfer &Equiniti Trust Company, LLC, you are considered the stockholder of record with respect to those shares, and the proxy statement was provided to you directly by us. As the stockholder of record, you have the right to grant your voting proxy directly to our designated proxy holders listed in this proxy statement or to attend online and vote at the 20212024 Annual Meeting.

Beneficial owners or street name stockholders

. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held “in street name,” and the Notice was forwarded to you by your broker or other nominee, who is considered the stockholder of record with respect to those shares. As the beneficial owner, you may direct your broker or other nominee on how to vote your shares. Beneficial owners are also invited to attend the 2024 Annual Meeting. However, since a beneficial owner is not the stockholder of record, you may not vote your shares live during the 2024 Annual Meeting unless you follow your broker or other nominee’s procedures for obtaining a legal proxy. If you requested printed proxy materials, your broker bank or other nominee has enclosed a voting instruction form for you to use in directing the broker bank or other nominee regarding how to vote your shares. Throughout this proxy statement, we refer to stockholders who hold their shares through a broker or other nominee as “street name stockholders.”

How can I contact Upstart’s transfer agent?

Stockholders may contact our transfer agent, American Stock Transfer &Equiniti Trust Company, LLC, by calling 1-800-937-5449, by emailing help@astfinancial.com,helpAST@equiniti.com, or by writing to American Stock Transfer &Equiniti Trust Company, LLC, 6201 15th Avenue, Brooklyn, New York 11219.P.O. Box 500, Newark, NJ 07101. Also see our transfer agent’s website at www.astfinancial.comwww.equiniti.com to get more information about these matters.

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How do I vote?vote and what are the voting deadlines?

ThereIf you are a stockholder of record, there are four ways to vote:

 

 1.

Online Prior to the 2024 Annual Meeting.Meeting. You may vote by Internet at www.proxyvote.com, 24 hours a day, seven days a week, until 11:8:59 p.m. EasternPacific Time on May 25, 202128, 2024 (have the Notice or proxy card in hand when you visit the website for the 16-digit control number needed to vote);

 

 2.

Phone.Phone. If you request printed copies of the proxy materials by mail, you will receive a proxy card or a voting instruction form and you may vote by calling the toll-free number found on the card.,1-800-690-6903, 24 hours a day, seven days a week, until 11:8:59 p.m. EasternPacific Time on May 25, 2021;28, 2024 (have the Notice or proxy card in hand when you call for the 16-digit control number needed to vote);

 

 3.

Mail.Mail. If you request printed copies of the proxy materials by mail, you will receive a proxy card or voting instruction form and you may vote by completing, signing and mailing your proxy card or voting instruction form; or

 4.

During the 2024 Annual Meeting.Meeting. You may vote by attending and voting virtually via the Internet during the 20212024 Annual Meeting. If you desire to vote during the meeting, please follow the instructions for attending and voting during the 20212024 Annual Meeting posted at www.virtualshareholdermeeting.com/UPST2021.UPST2024 (have the Notice or proxy card in hand when you visit the website for the 16-digit control number needed to vote). All votes must be received by the independent inspector of elections before the polls close during the meeting.

If you are a street name stockholder, you will receive voting instructions from your broker or other nominee. You must follow the voting instructions provided by your broker, bank, or other nominee in order to direct your broker, bank, or other nominee on how to vote your shares. Street name stockholders should generally be able to vote by returning a voting instruction form and may be able to vote by telephone or on the Internet, depending on the voting process of your broker, bank, or other nominee. As discussed above, if you are a street name stockholder, you may not vote your shares live at the 2024 Annual Meeting unless you obtain a legal proxy from your broker, bank, or other nominee.

Can I change my vote or revoke my proxy?

Yes. YouIf you are a stockholder of record, you can change your vote or revoke your proxy at any time before the 20212024 Annual Meeting by:

 

casting a new vote by Internet or by telephone before 11:8:59 p.m., Eastern Pacific Time on May 25, 2021;28, 2024;

 

returning a later-dated proxy card;

 

notifying theour corporate secretary, ofin writing, at Upstart Holdings, Inc., in writing, atAttention: Corporate Secretary, 2950 S. Delaware Street, Suite 300,410, San Mateo, California 94403; or

 

virtually attending the 20212024 Annual Meeting and voting electronically.

Simply attending the 20212024 Annual Meeting will not cause your previously granted proxy to be revoked.

If you are a street name stockholder, you may revoke any prior voting instructions by contacting your broker or other nominee.

What is the effect of giving a proxy?

A proxy is your legal designation of another person to vote the stock you own at the 20212024 Annual Meeting. The person you designate is your “proxy,” and you give your proxy authority to vote your shares by voting by telephone or over the Internet, or if you requested to receive a printed copy of the proxy materials, by submitting the proxy card.

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Proxies are solicited by and on behalf of our board of directors,Board, and our board of directorsBoard has designated Dave Girouard, Sanjay Datta and Alison NicollScott Darling to serve as proxy holders for the 20212024 Annual Meeting. When proxies are properly dated, executed and returned, the shares represented by such proxies will be voted at the 20212024 Annual Meeting in accordance with the instructions of the stockholder. If no specific instructions are given, however, the shares will be voted in accordance with the recommendations of our board of directorsBoard described above. If any matters not described in the proxy statement are properly presented at the 20212024 Annual Meeting, the proxy holders will use their own judgment to determine how to vote your shares. If the 20212024 Annual Meeting is adjourned or postponed, the proxy holders can also vote your shares on the new meeting date as well, unless you have properly revoked your proxy instructions as described above.

Why did I receive a notice regarding the availability of proxy materials on the Internet instead of a full set of proxy materials?

In accordance with the rules of the U.S. Securities and Exchange Commission (the “SEC”), we have elected to furnish our proxy materials, including this proxy statement and our annual report, to our stockholders, primarily via the Internet. On or about April 14, 2021,5, 2024, we expect to mail to our stockholders the Notice that contains instructions on how to access our proxy materials on the Internet, how to vote on the proposals to be presented at the 20212024 Annual Meeting, and how to request printed copies of the proxy materials and our Annual Report on Form 10-K.

Stockholders may request to receive all future proxy materials in printed form by mail or electronically by e-mail by following the instructions contained in the Notice. We encourage stockholders to take advantage of the availability of the proxy materials on the Internet to help reduce our costs and the environmental impact of our annual meetings.

Who will countAre a certain number of shares required to be present at the votes?

The inspector of election appointed by our board of directors for the 20212024 Annual Meeting is responsible for counting votes.

What is a quorum?Meeting?

A quorum is the minimum number of shares required to virtually attend or be represented by proxy at the 20212024 Annual Meeting for the meeting to be properly held and business to be conducted at the meeting in accordance withunder our bylaws and Delaware law. If there is no quorum at the 20212024 Annual Meeting, either the chairperson of the meeting or the stockholders entitled to vote who are present at the meeting may adjourn the meeting to another date.time. The presence, online or by proxy, of stockholders entitled to cast a majority of all issued and outstanding shares of common stock entitled to vote at the 20212024 Annual Meeting will constitute a quorum at the meeting.

A proxy submitted by a stockholder may indicate that all or a portion of the shares represented by the proxy are not being voted (referred to as “stockholder withholding”) with respect to a particular matter. Similarly, a broker may not be permitted to vote stock, referred to as a “broker non-vote,” held in street name with respect to certain matters in the absence of instructions from the beneficial owner of the stock. The shares subject to a proxy that are not being voted on a particular matter because ofdue to either stockholder withholding or broker non-vote will count for purposes of determining the presence of a quorum. Abstentions are also counted in the determination of a quorum.

What are the effects of abstentions and broker non-votes?

An abstention represents a stockholder’s affirmative choice to decline to vote on a proposal. If a stockholder indicates on its proxy card that it wishes to abstain from voting its shares, or if a broker or other nominee causes abstentions to be recorded for shares, these shares will be considered present and entitled to vote at the 2024 Annual Meeting. As a result, abstentions will be counted for purposes of determining the presence or absence of a quorum and will also count as votes against a proposal in cases where approval of the proposal requires the affirmative vote of a majority of the voting power of the shares present virtually or represented by proxy and entitled to vote at the 2024 Annual Meeting (e.g., Proposal No. 2 and Proposal No. 3). However, because the outcome of Proposal No. 1 (election of directors) will be determined by a plurality vote, abstentions will have no impact on the outcome of such proposals as long as a quorum exists.

4

Broker non-votes occur when a broker or other nominee (i.e., the record holder) does not receive voting instructions from the beneficial owner and lacks the discretionary authority to vote the shares. Broker non-votes will be counted for purposes of calculating whether a quorum is present at the 2024 Annual Meeting but will not be counted for purposes of determining the number of votes cast on a proposal. Therefore, a broker non-vote will make a quorum more readily attainable but will not otherwise affect the outcome of the vote on any of the proposals.

How many votes are needed for approval of each matter?

Proposal No. 1 - Election of Directors: The election of directors requires a plurality vote of the shares of common stock present virtually or by proxy at the 20212024 Annual Meeting. “Plurality” means that the nominees who receive the largest number of votes cast “FOR” are elected as directors. As a result, any shares not voted “FOR” with respect to a particular nominee (whether as a result of a stockholder abstention or withholding or a broker non-vote) will not be counted and will have no effect on the outcome of the election.

Proposal No. 2 - Ratification of the Appointment of Deloitte & Touche LLP: The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the current fiscal year ending December 31, 2021 must receive2024 requires the affirmative “FOR” vote of a majority of the shares present virtually or by proxy at the 20212024 Annual Meeting and entitled to vote thereon to be approved. Abstentions are considered votes cast and thus will have the same effect as a vote “against” the proposal. Broker non-votes will have no effect on the outcome of this proposal.

Proposal No. 3 - Advisory Vote on the Compensation of Our Named Executive Officers: The approval, on an advisory basis, of the compensation of our named executive officers, requires the affirmative “FOR” vote of a majority of the shares present virtually or by proxy at the 2024 Annual Meeting and entitled to vote thereon to be approved. Abstentions are considered votes cast and thus will have the same effect as a vote “against” the proposal. Broker non-votes also will have no effect on the outcome of this proposal. Because this proposal is an advisory vote, the result will not be binding on our Board or our company. Our Board and our compensation committee, however, will consider the outcome of the vote when determining the compensation of our named executive officers.

How are proxies solicited for the 20212024 Annual Meeting?

The board of directorsOur Board is soliciting proxies for use at the 20212024 Annual Meeting. All expenses associated with this solicitation, including the cost of preparing, assembling, printing, filing, mailing and otherwise distributing the Notice or proxy materials and soliciting votes for use at the 20212024 Annual Meeting will be borne by Upstart Holdings, Inc.Upstart. If you choose to access the proxy materials or vote over the Internet or telephone, you are responsible for Internet access charges you may incur. If you choose to vote by telephone, you are responsible for anyor telephone charges you may incur. In addition to the mailing of the Notice or proxy materials, the solicitation of proxies or votes may be made in person, by telephone, or by electronic communication by our directors, officers and employees, who will not receivebe paid any additional compensation for such solicitation activities.

How may my brokerage firm or other intermediary vote my shares if I fail to provide timely directions?

If your broker or another intermediary holds your shares as your nominee (that is, in “street name”), you will need to follow the instructions your broker provides to instruct your broker on how to vote your shares. If you do not give

timely instructions to your broker, your broker canwill have discretion to vote your shares with respecton our sole “routine” matter: the proposal to “routine” items, but not with respect to “non-routine” items and failure to provide instructions on non-routine items will result in a “broker non-vote.” Only the ratification ofratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 20212024 (Proposal No. 2) is considered routine under applicable rules. . Your broker will not have discretion to vote on any other proposals, which are “non-routine” matters, absent direction from you and failure to provide instructions on these matters will result in a “broker non-vote.”

Who will count the votes?

The inspector of election of directors (Proposal No. 1) is not considered a routine matter, and without your instruction, your broker cannot vote your sharesappointed by our Board for the election of directors.2024 Annual Meeting is responsible for counting votes.

5

Is my vote confidential?

Proxy instructions, ballots and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within Upstart Holdings, Inc. or to third parties, except as necessary to meet applicable legal requirements, to allow for the tabulation of votes and certification of the vote, or to facilitate a successful proxy solicitation.

Where can I find the voting results of the 20212024 Annual Meeting?

If possible, we will announce preliminary voting results at the 20212024 Annual Meeting. We will also disclose final voting results on a Current Report on Form 8-K (a “Form 8-K”) that we expect to file with the SEC within four business days after the 20212024 Annual Meeting. If final voting results are not available to us in time to file a Form 8-K, we will file a Form 8-K to publish preliminary results and will provide the final results in an amendment to the Form 8-K as soon as they become available.

I share an address with another stockholder, and we received only one paper copy of the Notice or proxy materials. How may I obtain an additional copy of the Notice or proxy materials?

We have adopted a procedure approved by the SEC called “householding” to limit duplicate copies of our proxy materials being printed and delivered to stockholders sharing the same household.address. Under this householding procedure, we send only a single copy of the Notice and, if applicable, the proxy materials to multiple stockholders of record who share the same address unless one of those stockholders notifies us that the stockholder would like a separate copy of the Notice or proxy materials. This householding procedure reduces our printing costs, mailing costs and fees. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, we will deliver promptly a separate copy of the Notice and, if applicable, the proxy materials to any stockholder at a shared address to which we delivered a single copy of any of these documents. To receive a separate copy, or, if you are receiving multiple copies, to request that we only send a single copy of thenext year’s Notice and, if applicable, the proxy materials, stockholders may contact us by email at ir@upstart.com, by telephone at (650) 204-1000(833) 212-2461 or at the following address:

Upstart Holdings, Inc.

Attention: Investor Relations

2950 S. Delaware Street, Suite 300410

San Mateo, California 94403

Stockholders who hold shares in street name may contact their brokerage firm, bank, broker-dealer or other similar organization to request information about householding.

What is the deadline to propose actions for consideration at next year’s annual meeting of stockholders or to nominate individuals to serve as directors?

Stockholder Proposals

Stockholders may present proper proposals for inclusion in our proxy statement and for consideration at the next annual meeting of stockholders by submitting their proposals in writing to our corporate secretary in a

timely manner. For a stockholder proposal to be considered for inclusion in our proxy statement for our 20222025 annual meeting of stockholders, unless the date of our 2022 annual meeting is changed by more than 30 days from the date of the 2021 Annual Meeting, our corporate secretary must receive the written proposal at our principal executive offices not later than December 15, 2021. In addition,6, 2024. If the date of our 2025 annual meeting is changed by more than 30 days from the one-year anniversary date of the 2024 Annual Meeting, stockholder proposals must be received within a reasonable time before we begin to print and send proxy materials. Stockholder proposals must also comply with theall other requirements of Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange

6

“Exchange Act”), regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Proposals should be addressed to:

Upstart Holdings, Inc.

Attention: Corporate Secretary

2950 S. Delaware Street, Suite 300410

San Mateo, California 94403

Our bylaws also establish an advance notice procedure for stockholders who wish to present a proposal before an annual meeting of stockholders but do not intend for the proposal to be included in our proxy statement. Our bylaws provide that the only business that may be conducted at an annual meeting is business that is (1) pursuant to Upstart Holdings, Inc.’sUpstart’s notice of meeting (or any supplement thereto); (2) by or at the direction of the board of directors;Board or any committee thereof that has been formally delegated authority; (3) as may be provided in the certificate of designations for any class or series of preferred stock; or (4) by any Upstart stockholder of the Company who (A) is a stockholder of record at the time of giving of the notice contemplated by our bylaws; (B) is a stockholder of record on the record date for the determination of stockholders entitled to notice of the annual meeting; (C) is a stockholder of record on the record date for the determination of stockholders entitled to vote at the annual meeting; (D) is a stockholder of record at the time of the annual meeting; and (E) complies with the procedures set forth in our bylaws. To be timely for our 20222025 annual meeting of stockholders, our corporate secretary must receive the written notice at our principal executive offices no earlier than 8:00 a.m. Pacific Time on January 26, 202229, 2025 and no later than 5:00 p.m. Pacific Time on February 25, 2022.28, 2025.

However, if we hold our 20222025 annual meeting of stockholders more than 25 days before or after the one-year anniversary date of the 20212024 Annual Meeting, then notice of a stockholder proposal that is not intended to be included in our proxy statement must be received no earlier than 8:00 a.m., Pacific Time on the 120th day before suchthe 2025 annual meeting and no later than 5:00 p.m., Pacific Time, on the later of the 90th day prior to the day of the 2025 annual meeting or, if the first public announcement of the date of the 2025 annual meeting is less than 100 days prior to the date of the 2025 annual meeting, the 10th day following the day on which public announcement of the date of suchthe 2025 annual meeting is first made. If, after complying with the provisions above, a stockholder, or such stockholder’s qualified representative, does not appear at such annual meeting to present the stockholder’s proposal, we are not required to present the proposal for a vote at such meeting.

In addition to satisfying the requirements of our Bylaws, including the earlier notice deadlines set forth above and therein, to comply with universal proxy rules, stockholders who intend to solicit proxies in support of director nominees (other than our nominees) must also provide notice that sets forth the information required by Rule 14a-19 of the Exchange Act, no later than March 31, 2025.

Nomination of Director Candidates

YouHolders of our common stock may propose director candidates for consideration by our nominating and corporate governance committee. Any such recommendations should include the nominee’s name and qualifications for membership on our board of directorsBoard and should be directed to our corporate secretary at the address set forth above. For additional information regarding stockholder recommendations for director candidates, see the section of this proxy statement captioned “Boardtitled “Board of Directors and Corporate Governance - Stockholder Recommendations for Nominations to theour Board of Directors..”

In addition, our bylaws permit stockholders of record to nominate directors for election at an annual meeting of stockholders. To nominate a director, the stockholder must be entitled to vote at the annual meeting and provide the information required by our bylaws. In addition, the stockholder must give timely notice to our corporate secretary in accordance with our bylaws, which, in general, require that the notice be received by our corporate secretary within the time periodperiods described above under “What is the deadline“Stockholder Proposals” for stockholder proposals that are not intended to propose actions for consideration at next year’s annual meeting of stockholders or to nominate individuals to serve as directors?”be included in our proxy statement.

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Availability of Bylaws

A copy of our bylaws may be obtained by accessing our filings on the SEC’s website at www.sec.govor on the Investor Relations page of our website at https://ir.upstart.com/investor-relations.www.ir.upstart.com/corporate-governance. You may also contact our

corporate secretary at our principal executive offices for a copy of the relevant bylaw provisions regarding the requirements for making stockholder proposals and nominating director candidates.

What does being an “emerging growth company” mean?

We qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). An emerging growth company may take advantage of specified reduced reporting requirements that are otherwise generally applicable to public companies. These provisions include:

an exemption from compliance with the auditor attestation requirement on the effectiveness of our internal control over financial reporting;

an exemption from compliance with any requirement that the Public Company Accounting Oversight Board may adopt regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements;

reduced disclosure about our executive compensation arrangements;

extended transition periods for complying with new or revised accounting standards; and

exemptions from the requirements to obtain a non-binding advisory vote on executive compensation or a stockholder approval of any golden parachute arrangement.

We will remain an emerging growth company until the earliest to occur of the following:

the last day of the fiscal year in which we have more than $1.07 billion in annual revenue;

the end of the fiscal year in which the market value of our common stock that is held by non-affiliates exceeds $700 million as of the end of the second quarter of that fiscal year;

the issuance, in any three-year period, by us of more than $1.0 billion in non-convertible debt securities; and

the last day of the fiscal year ending after the fifth anniversary of our initial public offering.

We intend to take advantage of certain of the available benefits under the JOBS Act. Accordingly, the information contained herein may be different than the information you receive from other public companies in which you hold stock.

Why is thisthe 2024 Annual Meeting being held virtually?

We are continuously exploring technologies and services that will best permit our stockholders to engage with us from any location around the world and exercise their vote. WeAs was the case for last year’s annual meeting of stockholders, we have decided to conduct the 20212024 Annual Meeting on a virtual basis because we believe a virtual meeting provides expanded access, improves communication and enables increased stockholder attendance and participation.

We are excited to embrace the latestThe virtual meeting technology to providethat we use provides ease of access and real-time communication, while reducing the environmental impact and costs associated with an in-person meeting. We believe that by hosting our 20212024 Annual Meeting virtually, our stockholders will be provided the same rights and opportunities to participate as they would at an in-person meeting, while offering a greater level of flexibility for many of our stockholders who may not be able to attend an annual meeting of stockholders in person, particularly in light of the current COVID-19 pandemic and related restrictions and guidance on public gatherings.person.

How can I submit a question during the 20212024 Annual Meeting?

If you want to submit a question during the 20212024 Annual Meeting, log into www.virtualshareholdermeeting.com/UPST2021,UPST2024, type your question into the “Ask a Question” field, and click

“Submit. “Submit.” Stockholders are permitted to submit questions during the 20212024 Annual Meeting via the virtual meeting website that are in compliance with the meeting rules of conduct provided on the virtual meeting website and subject to a limit of one question per stockholder. We will answer as many questions submitted in accordance with the meeting rules of conduct as possible in the time allotted for the meeting. Only questions that are relevant to an agenda item to be voted on by stockholders will be answered.

What if I have technical difficulties or trouble accessing the 20212024 Annual Meeting?

We encourage you to access the 2024 Annual Meeting before it begins. Online check-in will start at approximately 8:45 a.m. Pacific Time on May 26, 2021.29, 2024. If you encounter any difficulties accessing the 2024 Annual Meeting during the check-in or meeting time, please call the technical support number that will be posted on the login page at www.virtualshareholdermeeting.com/UPST2021.UPST2024. Technical support will be available starting at 8:45 a.m. Pacific Time on the day of the 2024 Annual Meeting and will remain available until the 20212024 Annual Meeting has ended.

What if there are technical difficulties that affect the ability of the 2024 Annual Meeting to be held on the date and time specified in the Notice?

In the event of a technical malfunction or other situation that the meeting chair determines may affect the ability of the 2024 Annual Meeting to satisfy the requirements for a meeting of stockholders to be held by means of remote communication under applicable Delaware corporate law, or that otherwise makes it advisable to adjourn the 2024 Annual Meeting, the chair or secretary of the 2024 Annual Meeting will convene the meeting at 12:00 p.m. Pacific Time on the date specified above and at our address specified above solely for the purpose of adjourning the meeting to reconvene at a date, time and physical or virtual location announced by the meeting chair. Under either of the foregoing circumstances, we will post information regarding the announcement on our investor relations website at ir.upstart.com.

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PROPOSAL NO. 1

ELECTIONBOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Our business affairs are managed under the direction of our board of directors.Board, which is elected by our stockholders. We have a classified board of directors consisting ofBoard divided into three classes, each serving with staggered three-year terms. At each annual meeting of stockholders, one class of directors will be elected for a three-year term to succeed the class whose term is then expiring. The following table sets forth the names,information regarding our directors, including their ages as of March 31, 2021, and certain other information for each of the directors with terms expiring at the 2021 Annual Meeting and nominees for election as a director at the 2021 Annual Meeting and for each of the members of our board of directors not standing for election or re-election at the 2021 Annual Meeting. Oskar Mielczarek de la Miel is not standing for re-election at the 2021 Annual Meeting.2024.

 

Nominees

  Class  Age   

Position

  Director
Since		   Current
Term
Expires		   Expiration
of Term
for Which
Nominated		   

Class

  Age   

Position

  Director
Since		   Current
Term
Expires		   Expiration
of Term
for Which
Nominated		 

Dave Girouard

  I   55   Chief Executive Officer, Chairperson of the Board   2012    2021    2024 

Dave Girouard

Jeff Huber(1)

Jeff Huber(1)

Hilliard C. Terry, III(1)(2)

  I   51   Director   2019    2021    2024 

Directors Not Standing for Election or Re-Election

            

Directors Not Standing for Election or Re-Election

  

 

  

 

  

 

  

 

  

 

  

 

Paul Gu

Paul Gu

  II   30   SVP, Product and Data Science, Director   2015    2022    —     II   33   Chief Technology Officer; Director   2015    2025    — 

Sukhinder Singh Cassidy(2)(3)

  II   51   Director   2020    2022    —     II   54   Lead Independent Director  

 

   2025    — 

Kerry W. Cooper(3)

  III   49   Director   2021    2023    —     III   52   Director   2021    2026    — 

Mary Hentges(1)(2)

  III   62   Director   2019    2023    —     III   65   Director   2019    2026    — 

Oskar Mielczarek de la Miel(3)*

  I   48   Director   2016    2021    —   

Ciaran O’Kelly(1)(3)

  III   52   Director   2018    2023    —   

Robert Schwartz(2)(3)

  II   59   Director   2015    2022    —   

Ciaran O’Kelly(1)(2)

Ciaran O’Kelly(1)(2)

  III   55   Director   2018    2026    — 

 

(1)

Member of the audit committeenominating and corporate governance committee.

(2)

Member of the compensation committeeaudit committee.

(3)

Member of the nominating and corporate governance committee

*

Mr. Mielczarek de la Miel will not be standing for re-election at the 2021 Annual Meeting.compensation committee.

Director Nominees for Director

Dave Girouard. Girouard. Mr. Girouard is one of our co-founders and has served as our Chief Executive Officer and a member of our board of directorsBoard since our incorporation. From February 2004 to April 2012, Mr. Girouard served in various roles at Alphabet Inc. (formerly Google a technology company,Inc.), most recently as President of Google Enterprise, where he helped build Google’s cloud applications business worldwide, including product development, sales, marketing, and customer support. He started his career in Silicon Valley as a Product Manager at Apple a technology company, and previously served as an associate inof the consulting firm Booz Allen’s Information Technology practice.practice at Booz Allen. Mr. Girouard’s career began in software development withat the Boston office of Accenture, a consulting firm.Accenture. He graduated from Dartmouth College with a B.A.an A.B. in Engineering Sciences and a B.E. in Computer Engineering. Mr. Girouard also holds an M.B.A. from the University of Michigan with High Distinction.

Mr. Girouard was selected to serve on our board of directorsBoard because of the perspective and experience he brings as our Chief Executive Officer and as one of our co-founders, as well as his extensive experience with technology companies.

Jeff Huber. Mr. Huber has served as a member of our Board since June 2021. Mr. Huber is the co-founder of Triatomic Capital, a private investing firm, and has served as its Managing Director since March 2022. From 2016 to 2021, Mr. Huber served as the Founding Chief Executive Officer and Vice Chairman of GRAIL, Inc., a life sciences company. From 2003 to 2016, Mr. Huber served as Senior Vice President of Alphabet Inc. (formerly Google Inc.). From 2001 to 2003, Mr. Huber served as Vice President of Architecture and Systems Development at eBay Inc., an e-commerce company. Prior to joining eBay, he was Senior Vice President of Engineering at

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Excite@Home. Mr. Huber is a board member of Electronic Arts Inc. and Zapata Computing. Mr. Huber holds a B.S. in Computer Engineering from the University of Illinois and an M.B.A. from Harvard Business School.

Mr. Huber was selected to serve on our Board because of his extensive experience as an executive in online companies that apply rapidly changing technology and operate at high scale.

Hilliard C. Terry, III. Mr. Terry has served as a member of our board of directorsBoard since February 2019. Currently, Mr. Terry ishas served as an advisor and interim CEO to a private equity-backed portfolio company.companies. From January

2012 to October 2018, he served as Executive Vice President and Chief Financial Officer of Textainer Group Holdings Limited, an intermodal marine container management and leasing company. Before joining Textainer, Mr. Terry was Vice President and Treasurer of Agilent Technologies, Inc., which he joined in 1999, prior to the company’s initial public offering and spinoff from Hewlett-Packard Company.Company and initial public offering. He previously held positions in investor relations and/or investment banking with Kenetech Corporation, an alternative energy company,company; VeriFone, Inc., a payments company,company; and Goldman Sachs & Co., a financial services firm. Mr. Terry is currently a director of Umpqua Holdings Corporation,Asbury Automotive Group, Inc., an automotive retailer, where he serves on the Compensation and Human Resources Committee and the Capital Allocation & Risk Management Committee, and is also a director of Colombia Banking System, Inc., a bank holding company, where he chairsserves on the Audit and Compliance Committee, Enterprise Risk Management Committee and serves on the Finance and Capital, Nominating & Governance Committee. In addition, Mr. Terry serves as a director of two private companies: Fabletics, Inc., an active-wear retailer, and Strategy Committees, and TLG One Acquisition Corporation,Fundbox, Ltd., a special purpose acquisition company.financial platform for small businesses. Mr. Terry holds a B.A. in Economics from the University of California, Berkeley and an M.B.A. from Golden Gate University.

Mr. Terry was selected to serve on our board of directorsBoard because of his financial expertise and experience in the banking industry.

Continuing Directors Not Standing for Election or Re-Election

Sukhinder Singh Cassidy. Cassidy. Ms. Singh Cassidy has served as a member of our board of directorsBoard since February 2020. Ms. Singh Cassidy currently serves as the Chief Executive Officer of Xero, Inc., a global cloud accounting software platform for small businesses. Since June 2015, Ms. Singh Cassidy has served as the founder and chairman of the Boardlist, and intheBoardlist (now BoardProspects). In February 2021, she began serving as athe Founding Venture Partner and Venture Advisor of the Acrew Diversify Capital Fund, a growth stage fund aimed at diversifying the cap tables of leading growth companies.growth-stage fund. Ms. Singh Cassidy most recently served as the President of StubHub Inc., a technology company, from May 2018 to May 2020. From 2011 to September 2017, Ms. Singh Cassidyshe served in various rolesas Founder, CEO and Chairman at Joyus, Inc., an internet video shopping network, most recently as Founder and Chairman.network. From 2003 to 2009, she served in various senior executive roles at Alphabet Inc. (formerly Google Inc.), a technology company, most recently as President of Asia Pacific and Latin America Operations. Earlier in her career, she Ms. Singh Cassidy co-founded fintech pioneer, Yodlee, Inc,Inc., which went public in 2014. She is currently a director of Urban Outfitters, Inc. Ms. Singh Cassidy previously served on the boardboards of Urban Outfitters Inc., Tripadvisor, IncInc., Ericsson and the board of Ericsson until 2018.J. Crew. Ms. Singh Cassidy holds a B.A. in Business Administration from the Ivey Business School at Western University.

Ms. Singh Cassidy was selected to serve on our board of directorsBoard because of her extensive experience as an executive in the technology industry and her experience serving as a director of a publicly traded company.

Kerry W. Cooper. Cooper. Ms. Cooper has served as a member of our board of directorsBoard since March 2021. Ms. Cooper has served as an executive-in-residence with Acrew Diversify Capital Fund, a growth-stage fund, since January 2021. She served as President and Chief Operating Officer of Rothy’s, a direct to consumerdirect-to-consumer footwear company, from November 2017 to January 2020. Before joining Rothy’s, Ms. Cooper was the Chief Executive Officer of Choose Energy, a consumer services energy company, from 2013 to 2016. She is currently a director of PG&E Corp., a utility,an energy-based holding company, and previously served on the board of TPB Acquisition Corp I. Ms. Cooper holds a B.S. in Mechanical Engineering from University of Texas at Austin and an M.B.A. from Harvard Business School.

Ms. Cooper was selected to serve on our board of directorsBoard because of her extensive experience as an executive in the consumer space.

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Paul Gu. Gu. Mr. Gu is one of our co-founders and has served in various roles since April 2012, including most recently as our Senior Vice President, Product and Data Science.Chief Technology Officer. He has also served as a member of our board of directorsBoard since April 2015. Mr. Gu has a background in quantitative finance, built his first algorithmic trading strategies on the Interactive Brokers API at the age of 20 and previously worked in risk analysis at the D.E. Shaw Group, a hedge fund, in 2011. During college, Mr. Gu led underwriting for two non-profit microlenders in the United States. Mr. Gu studied economics and computer science at Yale University and then joined the Thiel Fellowship.

Mr. Gu was selected to serve on our board of directorsBoard because of the perspective and experience he brings as our Senior Vice President, Product and Data ScienceChief Technology Officer and as one of our co-founders, as well as his expertise in machine learning and data science.

Mary Hentges. Hentges. Ms. Hentges has served as a member of our board of directorsBoard since December 2019. Ms. Hentges has served as an Advising Chief Financial Officer to Noom, Inc. through KongBasile Consulting from November 2022 to December 2023. She previously served as the Interim Chief Financial Officer for ShotSpotter, a precision-policing solutions company from October 2020 to January 20212021. Prior to ShotSpotter, Ms. Hentges previously served as the Chief Financial Officer of Yapstone, Inc., a financial services company, from 2012 to 2014, the Chief Financial Officer of CBS Interactive, a media company, from 2010 to 2012, and the Chief Financial Officer of PayPal, Inc. from 2003 to 2010. Ms. Hentges is currently a director of Akili, Inc., a digital therapeutics company, where she chairs the audit committee and serves on the compensation committee. She is also a Certified Public Accountant (inactive). Ms. Hentges holds a B.S. in Accounting from Arizona State University.

Ms. Hentges was selected to serve on our board of directorsBoard because of her financial expertise and extensive experience as an executive in the technology industry.

Ciaran O’Kelly. CiaranO’Kelly. Mr. O’Kelly has served as a member of our board of directorsBoard since April 2018. Since April 2022, Mr. O’Kelly has beenserved as the Chief Executive Officer of Prime Financial Technologies. From August 2020 to September 2021, Mr. O’Kelly was a full-time employee of Square,Block, Inc. since August 2020. From 2009 to 2013, Mr. O’Kelly served in various roles at Nomura Securities, a financial services firm, most recently as Senior Managing Director and Head of Equities, Americas. Prior to 2009,Nomura Securities, Mr. O’Kelly served in various roles at two financial services firms, Bank of America, including Head of Global Equities and Head of Equity Capital Markets, and Salomon Smith Barney, including Head of Equity Trading. He also was previously served ona director of the board oftechnology company Square Financial Services, Inc., a technology company, Bank of America Securities and Nomura Securities International. Mr. O’Kelly holds a B.B.S. in Business Studies from Dublin City University.

Mr. O’Kelly was selected to serve on our board of directorsBoard because of the perspective and extensive experience he brings from his background in financial services.

Oskar Mielczarek de la Miel. Mr. Mielczarek de la Miel has served as a member of our board of directors since November 2016. Mr. Mielczarek de la Miel has notified us of his decision to retire from service on our board of directors following completion of his current term and will not stand for re-election at the 2021 Annual Meeting. Mr. Mielczarek de la Miel is an executive officer of Rakuten, Inc. a technology company, and is Managing Partner at Rakuten Capital, the corporate venture capital arm of Rakuten, Inc., where he manages fintech, mobility, digital media and other investments. He also serves on the board of directors for Rakuten Europe S.a.r.l., Azimo, Ltd, 1XL PremFina, Ltd, Cyndx Holdco, Inc., Glovapp23, S.L., FeverLabs, Inc. and Contenidos y Marcas, S.L. Prior to joining Rakuten, Mr. Mielczarek de la Miel served in various roles in the financial industry, including in investment banking at J.P. Morgan and Merrill Lynch, financial services firms. Mr. Mielczarek de la Miel holds a B.A. from ICADE in Spain and an M.B.A. from Harvard Business School.

Mr. Mielczarek de la Miel was selected to serve on our board of directors because of his experience in the venture capital industry and his international market knowledge and experience serving as a director of various private companies.

Robert Schwartz. Mr. Schwartz has served as a member of our board of directors since June 2015. Since June 2000, Mr. Schwartz has been Managing Partner of Third Point Ventures, the Menlo Park, California based venture capital arm of Third Point LLC, which is a registered investment adviser based in New York and the investment manager of the Third Point Funds. He previously served on the board of Apigee and the board of Enphase Energy until 2016. Previously, for 23 years, Mr. Schwartz was the President of RF Associates North, a privately held communications semiconductor manufacturer’s representative firm. Mr. Schwartz holds a multi-discipline engineering degree from the University of California, Berkeley.

Mr. Schwartz was selected to serve on our board of directors because of his experience in the venture capital industry and his market knowledge and experience serving as a director of various private and public companies.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH

OF THE NOMINEES NAMED ABOVE

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Director Independence

Our common stock is listed on the Nasdaq Global Select Market.Market (“Nasdaq”). Under the Nasdaq rules, of Nasdaq, independent directors must comprise a majority of a listed company’s board of directors. In addition, the Nasdaq rules of the Nasdaq require that, subject to specified exceptions, each member of a listed company’s audit and compensation committees be independent. Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act and compensation committee members must also satisfy the additional independence criteria set forth in Rule 10C-1 under the Exchange Act. Under the Nasdaq rules, of Nasdaq, a director will only qualify as an “independent director” if, in the opinion of a listedthe company’s board of directors, no relationships exist between the Company and the director does not have any relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

To be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his capacity as a member of the audit committee, the board of directors or any other board committee: (1) accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries; or (2) be an affiliated person of the listed company or any of its subsidiaries.

Our board of directorsBoard has undertaken a review of its composition, the composition of its committees and the independence of our directors. Based upon information requested from and provided by each director concerning his andor her background, employment and affiliations, including family relationships, our board of directorsBoard has determined that Kerry W. Cooper, Mary Hentges, Oskar Mielczarek de la Miel,Jeff Huber, Ciaran O’Kelly, Robert Schwartz, Sukhinder Singh Cassidy and Hilliard C. Terry, III do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the

11

Nasdaq listing standards of the Nasdaq Global Select Market.standards. Our board of directorsBoard also determined that the members of our audit committee, Hilliard C. Terry, III, Mary Hentges, and Ciaran O’Kelly, the members of our compensation committee Sukhinder Singh Cassidy and Robert Schwartz, and the members of our nominating and corporate governance committee Ciaran O’Kelly, Oskar Mielczarek de la Miel and Robert Schwartz, satisfy the relevant independence standards for the committees on which they serve as established by applicable SEC rules and the rules of Nasdaq.Nasdaq rules. In making these determinations, our board of directorsBoard considered the current and prior relationships that each non-employee director has with our company and all other facts and circumstances our board of directorsBoard deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director, and the transactions involving them described in the section titled “Certain“Certain Relationships and Related Party Transactions.Transactions.”

Board Leadership Structure

Dave Girouard, our co-founder and Chief Executive Officer, serves as Chairperson of our board of directors,Board, presides over meetings of our board of directors,Board, and holds such other powers and carries out such other duties as are customarily carried out by the Chairperson of the board of directors.Board. Our independent directors bring experience, oversight and expertise from outside of our company, while Mr. Girouard and Mr. Gu each bring company-specific experience, leadership and insight as our co-founders and Chief Executive Officer and SVP of Product and Data Science,Chief Technology Officer, respectively.

Our board of directorsBoard has adopted corporate governance guidelines that provide that one of our independent directors should serve as our Lead Independent Director if the Chairperson of the board of directorsBoard is not independent. Our board of directorsBoard has appointed Sukhinder Singh Cassidy to serve as our Lead Independent Director. AsThe Board believes that from Ms. Singh Cassidy’s extensive experience as an executive in the technology industry, as well as her experience as a board member of several public companies, she brings abundant leadership expertise and business acumen that helps ensure strong and independent oversight and effective collaboration among the directors.

To further promote independent leadership, the primary responsibilities of the Lead Independent Director Ms. Singh Cassidy presidesare as follows:

presiding over periodic meetings of our independent directors servesand executive sessions at Board meetings;

•

chairing Board meetings in the absence of the Chairperson of the Board or when it is deemed appropriate arising from the Chairperson’s management role or non-independence;

serving as a liaison between our Chairperson and our independent directors;

engaging and facilitating communication between management and the Board and among directors;

in collaboration with management, developing agendas for the Board meetings and communicating with other independent directors to ensure topics of interest are included;

representing the Board in communications with shareholders and performsother stakeholders as necessary;

providing input on the review of the Board’s leadership structure and is appropriateness; and

performing such additional duties as our board of directorsBoard may otherwise determine and delegate.

Our board of directorsBoard believes

that this structure is appropriate andeffective in serving stockholders, as it offers independent leadership and engagement from the Lead Independent Director, while providing the benefit of having our Chief Executive Officer, the individual with primary responsibility for managing the company’s day-to-day operations, chair regular board of directors’Board meetings as key business and strategic issues are discussed.

Board Meetings

During the fiscal year ended December 31, 2020,2023, our board of directorsBoard held tenfour meetings (including regularly scheduled and special meetings). Each director attended 75% or more of the total number of meetings of the board of directorsBoard and the committees of which he or she was a member held during the portion of the last fiscal year for which he or she was a director or committee member.

Members of our board of directors are encouraged to attend our annual meetings of stockholders, but

12

While we do not have a formal policy regardingrequiring director attendance. The 2021 Annual Meeting isattendance, we encourage our firstdirectors to attend our annual meetings of stockholders. Each of our directors who then served on our Board attended the 2023 annual meeting of stockholders.

Board Committees

Our board of directorsBoard has established an audit committee, a compensation committee and a nominating and corporate governance committee. The composition and responsibilities of each of the committees of our board of directorsBoard is described below. Members will serve on these committees until their resignation or until as otherwise determined by our board of directors.Board.

Audit Committee

Our audit committee consists of Hilliard C. Terry, III, Mary Hentges, and Ciaran O’Kelly with Mr. Terry serving as Chairperson, each of whom meets the requirements for independence under the listing standards of the Nasdaq Global Select Market and SEC rules and regulations. Each member of our audit committee also meets the financial literacy and sophistication requirements of the Nasdaq listing standards of the Nasdaq Global Select Market.standards. In addition, our board of directorsBoard has determined that Ms. Hentges and Mr. Terry are both audit committee financial experts within the meaning of Item 407(d) of Regulation S-K under the Securities Act.S-K. Our audit committee, among other things:

 

selects a qualified firm to serve as the independent registered public accounting firm to audit our financial statements;

 

helps to ensure the independence and performance of the independent registered public accounting firm;

 

discusses the scope and results of the audit with the independent registered public accounting firm, and reviews, with management and the independent registered public accounting firm, our interim and year-end results of operation;

•

discusses the scope and results of the audit with the independent registered public accounting firm, and reviews, with management and the independent registered public accounting firm, our interim and year-end results of operation;

 

develops procedures for employees to submit concerns anonymously about questionable accounting or audit matters;

 

reviews our policies on risk assessment and risk management;management, including with respect to cybersecurity;

 

reviews related party transactions; and

 

approves or, as required, pre-approves, all audit and all permissible non-audit services, other than de minimis non-audit services, to be performed by the independent registered public accounting firm.

•

approves or, as required, pre-approves, all audit and all permissible non-audit services, other than de minimis non-audit services, to be performed by the independent registered public accounting firm.

Our audit committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the listing standards of the Nasdaq Global Select Market.Nasdaq. A copy of the charter for our audit committee is available on our website at ir.upstart.com.

During 2020,the fiscal year ended December 31, 2023, our audit committee held sevennine meetings.

Compensation Committee

Our compensation committee consists of Kerry W. Cooper and Sukhinder Singh Cassidy, and Robert Schwartz, with Ms. Singh CassidyCooper serving as Chairperson, each of whom meets the requirements for independence under the Nasdaq listing standards of the Nasdaq Global Select Market and SEC rules and regulations. Each member of our compensation committee is also a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Exchange Act, or Rule 16b-3. Our compensation committee, among other things:

 

reviews, approves, and determines, or makes recommendations to our board of directorsBoard regarding, the compensation of our executive officers;

 

administers our equity compensation plans;

 

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reviews and approves and makes recommendations to our board of directorsBoard regarding incentive compensation and equity compensation plans; and

 

establishes and periodically reviews policies and programs relating to compensation and benefits of our employees and executives.

Our compensation committee has engaged an independent consultant, Compensia, Inc. (“Compensia”) to advise the compensation committee on an as-needed basis with respect to executive and non-employee director compensation matters. Compensia does not provide services to Upstart and management and reports directly to the compensation committee. For further information on the processes followed by the compensation committee for the consideration and determination of executive compensation, see the section titled “Compensation Discussion and Analysis.”

Our compensation committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the Nasdaq listing standards of the Nasdaq Global Select Market.standards. A copy of the charter for our compensation committee is available on our website at ir.upstart.com.

During 2020,the fiscal year ended December 31, 2023, our compensation committee held six meetings.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee consists of Ciaran O’Kelly , Oskar Mielczarek de la Miel and Robert Schwartz,Jeff Huber, with Mr. O’Kelly serving as Chairperson, each of whom meets the requirements for independence under the Nasdaq listing standards of the Nasdaq Global Select Market and SEC rules and regulations. Mr. Mielczarek de la Miel will not stand for re-election as a director at the 2021 Annual Meeting and his service will cease on the date of the 2021 Annual Meeting. Our nominating and corporate governance committee, among other things:

 

identifies, evaluates and selects, or makes recommendations to our board of directorsBoard regarding, nominees for election to our boardBoard and its committees;

considers and makes recommendations to our Board regarding the composition of directorsour Board and its committees;

 

evaluates the performance of our board of directorsBoard and of individual directors;

 

considersreviews environmental and makes recommendations to our board of directors regarding the composition of our board of directors and its committees;corporate social responsibility matters;

 

reviews developments in corporate governance practices;

 

evaluates the adequacy of our corporate governance practices and reporting; and

 

develops and makes recommendations to our board of directorsBoard regarding corporate governance guidelines and matters.

Our nominating and corporate governance committee operates under a written charter that satisfies the applicable Nasdaq listing standards of the Nasdaq Global Select Market.standards. A copy of the charter for our nominating and corporate governance committee is available on our website at ir.upstart.com .

ir.upstart.com. During 2020,the fiscal year ended December 31, 2023, our nominating and corporate governance committee held four meetings.

Compensation Committee Interlocks and Insider Participation

None of the members of our compensation committee is or has been an executive officer or employee of our company. None of our executive officers currently serves, or in the past fiscal year has served, as a member of the Board or compensation committee (or other board committee performing equivalent functions) of any entity that has one or more of its executive officers serving on our Board or on our compensation committee.

Role of our Board in Risk Oversight

Risk is inherent in every business, and we face a number of risks, including strategic, financial, business and operational, legal and compliance, and reputational. We have designed and implemented processes to manage

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risk in our operations. Management is responsible for the day-to-day identification, assessment and management of strategic, operational, legal and regulatory compliance, cybersecurity, and financial risks. Our functional teams, including Risk, Finance, People, Information Security, Information Technology and Legal, are responsible for the day-to-day monitoring, evaluation, reporting and mitigation of their respective risk categories. From time to time, we engage professional services firms to advise on emerging trends and benchmarking data in various risk areas. Management provides reports on strategic and operational risks to the Board and its committees, as appropriate.

Our Board, both directly and through its committees, has responsibility for the oversight of our risk management framework, which is designed to monitor, assess, and manage risks to which our company is exposed over the short-, intermediate- and long-term. Consistent with this approach, our Board regularly reviews our strategic and operational risks throughout the year in the context of discussions with management, question and answer sessions, and reports from the management team presented at each regular board meeting. Our Board also evaluates the risks inherent in significant transactions. For certain risks, we may apply a longer term view to monitoring, evaluating and mitigating risks based on input from our internal functional teams and external advisors with respect to their impact on our business.

In addition, our Board has tasked designated standing committees with oversight of certain categories of risk management to align the committees’ areas of expertise with certain key risk areas. Our audit committee assists our Board in fulfilling its oversight responsibilities with respect to risk management in the areas of internal control over financial reporting and disclosure controls and procedures, as well as legal and regulatory compliance and potential conflicts of interest. The audit committee also oversees our risk management program, as well as our initiatives related to cybersecurity. Furthermore, our audit committee, among other things, discusses with management and the independent auditor guidelines and policies with respect to risk assessment and risk management. Our compensation committee assesses risks relating to our executive compensation plans and arrangements as well as employee compensation policies and practices. Our nominating and corporate governance committee assesses risks relating to our corporate governance practices and the independence of the Board. Each of the committee chairs report to the full Board at its regular meetings concerning the activities of the committee, the significant issues the committee has discussed and the actions taken by the committee.

Our Board believes its current leadership structure supports the risk oversight function of the Board. With Mr. Girouard, our Chief Executive Officer, serving as the Chairperson of the Board, we promote open dialogue between management and the Board. Ms. Singh Cassidy, as our Lead Independent Director, offers independent leadership at the Board level in addition to Mr. Girouard. Each Board committee is comprised solely of independent directors, and all directors are actively involved in the risk oversight function.

Board and Board CommitteesCommittee Self-Evaluation Process

Board and committee evaluations play a critical role in ensuring the effective functioning of our board of directorsBoard and its committees. Our board of directorsBoard annually evaluates the performance of individual directors, the boardBoard as a whole and each of directors

and itsthe board’s standing committees. As part of the self-assessment process, directors will beare provided with questionnaires and participate in a guided, interview-based self-evaluation designed to offer a thoughtful reflection on the board of directorsBoard and its committees’ performance. As set forth in its charter, the Nominatingnominating and Corporate Governance Committeecorporate governance committee oversees this self-evaluation process. The Nominatingnominating and Corporate Governance Committeecorporate governance committee reviews the questionnairesdirectors’ feedback and considers whether changes are recommended and reports the results to the board of directors.Board.

Considerations in Evaluating Director Nominees

Our board of directorsBoard and our nominating and corporate governance committee regularly review the composition of the board of directorsBoard and use a variety of methods for identifying and evaluating potential directors whose perspectives, skills and experiences will enable them to make meaningful contributions to shaping the future of our company. In

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their evaluation of director candidates, they will consider the current size and composition of the board of directorsBoard and the needs of the board of directorsBoard and the respective committees of the board of directors.Board. Some of the qualifications that are considered include, without limitation, issues of character,professional ethics and integrity, judgment, business acumen, proven achievement and competence in one’s field, the ability to exercise sound business judgment, diversity, independence, tenure on the board of directors,Board and skills that are complementary to the boardBoard, an understanding of the Company’s business, an understanding of the responsibilities that are required of a member of the Board, other commitments, including service on other for-profit company boards of directors understandingand related committees, diversity with respect to professional background, education, race, ethnicity, gender, age and geography, as well as other individual qualities and attributes that contribute to the total mix of our business, other commitmentsviewpoints and experience represented on the like.Board. Other than the foregoing, there are no stated minimum criteria for director nominees.

Board Diversity

Although the board of directorsBoard does not maintain a specific policy with respect to board diversity, the board of directorsBoard believes that the board should be a diverse body, and the nominating and corporate governance committee considers a broad range of perspectives, backgrounds and experiences. In making determinations regarding nominations of directors, the nominating and corporate governance committee may take into account the benefits of diverse viewpoints. The following chart provides summary information about the diversity of our directors as of March 31, 2024.

Board Diversity Matrix                
Total Number of Directors  8             
   Female   Male   Non-Binary   Gender
Undisclosed		 

Part I: Gender Identity

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

Directors

   3    5    —     —  

Part II: Demographic Background

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

African American or Black

   1    1    —     —  

Alaskan Native or Native American

   —     —     —     —  

Asian American

   1    1    —     —  

Hispanic or Latinx

   —     —     —     —  

Native Hawaiian or Pacific Islander

   —     —     —     —  

White

   2    3    —     —  

Two or More Races or Ethnicities

   1    —     —     —  

LGBTQ+

   —     —     —     —  

Did Not Disclose Demographic Background

   —     —     —     —  

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Director Skills and Experiences

Our nominating and corporate governance committee has determined that it is important for an effective Board to have directors with a balance of the skills and experiences set forth in the table below. While all of these skills and experiences are considered by the nominating and corporate governance committee with respect to each director, the following table does not encompass all of the experience, qualifications, attributes or skills of our directors.

LOGO

Stockholder Recommendations for Nominations to theour Board of Directors

The nominating and corporate governance committee will consider candidates for directors recommended by stockholders so long as such recommendations comply with the certificate of incorporation and bylaws of our company and applicable laws, rules and regulations, including those promulgated by the SEC. The committee will evaluate such recommendations in accordance with its charter, our bylaws and the regular nominee criteria described above. This process is designed to ensure that the board of directorsBoard includes members with diverse backgrounds, skills and experience,experiences, including appropriate financial and other expertise relevant to our business. Eligible stockholders wishing to recommend a candidate for nomination should contact our corporate secretary in writing. Such recommendations must include information about the candidate, a statement of support by the recommending stockholder, evidence of the recommending stockholder’s ownership of our stock and a signed letter from the candidate confirming willingness to serve on our board of directors,Board, among other required information. The committee has discretion to decide which individuals to recommend for nomination as directors.

A stockholder of record can nominate a candidate directly for election to the board of directorsBoard by complying with the requirements and procedures set forth in Section 2.4 of our bylaws. For additional information regarding stockholder nominations of director candidates, see the section of this proxy statement captioned “General Information - titled “General Information—What is the deadline to propose actions for consideration at next year’s annual meeting of stockholders or to nominate individuals to serve as directors?”

Stockholder and Interested Party

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Communications with theour Board of Directors

Stockholders and interested parties wishing to communicate with a non-management member of our board of directorsBoard may do so by writing to such director and either mailing the correspondence to: Upstart Holdings, Inc., Attention: Corporate Secretary,, 2950 S. Delaware Street, Suite 300,410, San Mateo, California 94403 or

sending the correspondence by email to corporate_secretary@upstart.com. Each communication should set forth (i) the name and address of the stockholder, as it appears on our books, and if the shares of our common stock are held by a broker or other nominee, the name and address of the beneficial owner of such shares, and (ii) the class and number of shares of our common stock that are owned of record by the record holder and beneficially by the beneficial owner. All such communications will be reviewed by Upstart’s Corporate Secretary and forwarded as appropriate to the appropriaterelevant committee of the board of directors,Board, or if none is specified, to the chairmanlead independent director of the board of directors.Board.

Corporate Social Responsibility

Our Board, through the nominating and corporate governance committee, oversees matters related to corporate social responsibility. Information regarding our corporate social responsibility programs and initiatives is available on our Investor Relations website at ir.upstart.com. The contents posted on our Investor Relations website are not incorporated by reference into this proxy statement.

Corporate Governance Guidelines and Code of Ethics

Our board of directorsBoard has adopted corporate governance guidelines. These guidelines address, among other items, the responsibilities of our directors, the structure and composition of our board of directorsBoard and corporate governance policies and standards applicable to us in general. In addition, our board of directorsBoard has adopted a code of ethics that applies to all of our employees, officers and directors, including our Chief Executive Officer, Chief Financial Officer and other executive and senior officers. Our corporate governance guidelines and code of ethics are available on our website at ir.upstart.com. We intend to disclose any amendments to our code of ethics or waivers of its requirements, on our website or in filings under the Exchange Act.

Compensation Committee InterlocksStock Ownership Guidelines

The Company believes that the executive officers and Insider Participation

Nonenon-employee directors should hold meaningful equity ownership positions in the Company to align their interests with the interests of the membersCompany’s stockholders. Pursuant to the Company’s Stock Ownership Guidelines, our executive officers (defined for purposes of our compensation committee isthe guidelines as each “officer” of the Company subject to Section 16 of the Exchange Act) and non-employee directors are expected to hold a number of shares of the Company’s common stock with a value equivalent to at least the following:

Chief Executive Officer:    five times annual base salary

Other Executive Officers:    two times annual base salary

•

Non-Employee Directors:    three times annual base cash retainer

The executive officers and non-employee directors have a period of five years (running through the later of January 1, 2028 or has beenthe five-year anniversary of the date that the applicable individual becomes an executive officer or employeenon-employee director) to comply with the Stock Ownership Guidelines, although either our Board or the nominating and corporate governance committee may extend the period of our company. Nonetime for attainment. The level of our executive officers currently serves,ownership will be measured annually by the nominating and corporate governance committee at the end of each fiscal year following the effective date (the date of such review, a “measurement date”). For purposes of this review, an individual’s annual base salary or in the past year has served,value of his or her annual base cash retainer is determined as a member of the boardlast trading day of directorsthe Company’s fiscal year prior to the applicable measurement date, and the value of equity ownership will be determined based on the value of a share of the Company’s common stock measured as

18

the greater of (i) the average closing price of a share over the sixty trading day period ending on the last trading day of such fiscal year, (ii) the average closing price of a share of the Company’s common stock over the sixty trading day period ending on the date the individual becomes subject to the Stock Ownership Guidelines, or compensation committee (or(iii) the average closing price of a share of the Company’s common stock over the sixty trading day period ending on the date the share was acquired. Each executive officer or non-employee director is expected to maintain the level of ownership during his or her tenure as an executive officer or non-employee director, respectively.

The shares of the Company’s common stock directly owned, the shares of the Company’s common stock held in trust, limited partnerships, or similar entities for the benefit of the applicable executive officer or non-employee director and/or his or her immediate family members, and the shares of the Company’s common stock subject to restricted stock units or other board committee performing equivalent functions)full-value awards that have vested count toward the satisfaction of the level of ownership under the Stock Ownership Guidelines. Unexercised stock options and shares of the Company’s common stock underlying full-value awards that are unvested (including with respect to either service-based or performance-based vesting criteria) do not count towards satisfaction of the Stock Ownership Guidelines.

To satisfy the Stock Ownership Guidelines, any executive officer or non-employee director who has not reached or who fails to maintain his or her target ownership level must retain at least fifty percent of any entityNet Shares derived from full-value awards, exercised stock options or stock purchase plan holdings until his or her guideline is met. “Net Shares” are those shares of the Company’s common stock that hasremain after shares are sold or withheld to pay the exercise price (if any) of equity awards and applicable taxes. On the subsequent measurement date on which an executive officer or non-employee director comes into compliance with the Stock Ownership Guidelines, the holding restrictions will be lifted.

The Stock Ownership Guidelines may be waived, at the discretion of the nominating and corporate governance committee, for non-employee directors joining the Board from government, academia, or similar professions. The Stock Ownership Guidelines may also be temporarily suspended for one or more of its executive officers serving on our boardor non-employee directors, at the discretion of directorsthe nominating and corporate governance committee, if compliance would create severe hardship or on our compensation committee.prevent an executive officer or non-employee director from complying with a court order.

Our Board or the nominating and corporate governance committee may amend the Stock Ownership Guidelines at any time and from time to time in their sole discretion.

Non-Employee Director Compensation

The compensation paid to Messrs. Girouard and Gu in respect of their employment for the year ended December 31, 2020 is included in the Summary Compensation Table in the section of this proxy statement captioned “Executive Compensation.” The following table provides information concerning compensation earned by our non-employee directors during the year ended December 31, 2020.

Name

  Fees Earned or
Paid in Cash ($)(1)		   Option
Awards ($)(2)		   Total ($) 

Mary Hentges

   1,753    —      1,753 

Oskar Mielczarek de la Miel

��  1,490    —      1,490 

Ciaran O’Kelly

   2,104    312,029    314,133 

Robert Schwartz

   —      —      —   

Sukhinder Singh Cassidy

   3,025    631,609    634,634 

Hilliard C. Terry, III

   2,192    —      2,192 

(1)

The following cash amounts were paid pursuant to the director compensation policy in the first quarter of 2021 for services during 2020 on our board of directors or committee(s) of our board of directors. Kerry W. Cooper was granted 2,297 restricted stock units in March 2021 in connection with her joining our board of directors and Ms. Cooper will also receive other compensation pursuant to our Outside Director Compensation Policy.

(2)

The amounts reported in the “Option Awards” column represent the respective aggregate grant date fair value of such awards granted in 2020. The amounts have been computed in accordance with Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 718.

The following table lists all outstanding equity awards held by our non-employee directors as of December 31, 2020.

Name

  Aggregate Number of
Shares Underlying
Outstanding Options		   Number of Securities
Underlying Unvested
Stock Awards		 

Mary Hentges

   128,295    69,494 

Oskar Mielczarek de la Miel

   —      —   

Ciaran O’Kelly

   192,443    26,729 

Robert Schwartz

   —      —   

Sukhinder Singh Cassidy

   128,295    80,185 

Hilliard C. Terry, III

   128,295    16,037 

*

Kerry W. Cooper was granted 2,297 restricted stock units in March 2021 in connection with her joining our board of directors and Ms. Cooper will also receive other compensation pursuant to our Outside Director Compensation Policy.

Outside Director Compensation Policy

In October 2020 our board of directorsOur Board has adopted a new compensation policy for our non-employee directors which was amended by(the “Outside Director Compensation Policy”). Under this policy, each non-employee director receives the cash and equity compensation for board services described below. We also reimburse our board ofnon-employee directors for reasonable, customary and approved by our stockholders in November 2020 and became effective upon the completion of our initial public offering.documented travel expenses to Board or committee meetings. This policy was developed with input from our independent compensation consultant, Compensia, regarding practices and compensation levels at comparable companies. It is designed to provide a total compensation package that enables us to attract and retain qualified and experienced individuals to serve as directors and to align our directors’ interests with those of our stockholders.

Under this compensation policy, each non-employee director will receive theThe Outside Director Compensation Policy contemplates both cash and equity compensation for board services described below. We will continue to reimburse our non-employee directors for reasonable, customary and documented travel expenses to board of directors or committee meetings.

components. The compensation policy includes a maximum annual limit of $1,000,000 of cash compensation and equity awards that may be paid, issued, or granted to a non-employee director in any fiscal year, increased to $2,000,000 in an individual’s first year of service as a non-employee director. For purposes of this limitation, the value of equity awards is based on the grant date fair value (determined in accordance with GAAP)U.S. generally accepted accounting principles (“GAAP”)). Any cash compensation paid or equity awards granted to a person for their services as an employee,

19

or for their services as a consultant (other than as a non-employee director), will not count for purposes of the limitation. The maximum limit does not reflect the intended size of any potential compensation or equity awards to our non-employee directors.

We review the Outside Director Compensation Policy annually and make amendments as needed, which Compensia also advises on. Following the compensation committee’s recommendation, the Board approved, in March 2024, amendments to the Outside Director Compensation Policy (as amended, the “Amended Director Compensation Policy”) to increase the nominating and corporate governance committee chair annual cash compensation from $8,000 to $10,000 and the value of the directors’ initial and annual equity awards from $165,000 to $200,000, effective January 1, 2024. These increases to non-employee director compensation were based on peer group data and determined in consultation with Compensia.

Cash Compensation

Each non-employee director will beis entitled to receive the following cash compensation for theirhis or her services under the outside director compensation policy:Outside Director Compensation Policy:

 

$30,00035,000 per year for service as a board member;

 

$40,000 per year for service as non-employee chair of the board;

•

$40,000 per year for service as non-employee chair of the board;

 

$25,000 per year for service as a lead independent director;

 

$20,000 per year for service as chair of the audit committee;

 

$10,000 per year for service as a member of the audit committee;

 

$14,00015,000 per year for service as chair of the compensation committee;

$7,0007,500 per year for service as a member of the compensation committee;

 

$8,000 per year for service as chair of the nominating and corporate governance committee;committee (to be increased to $10,000 starting January 1, 2024 pursuant to the Amended Director Compensation Policy); and

 

$4,000 per year for service as a member of the nominating and corporate governance committee.

Each non-employee director who serves as the chair of a committee will receivereceives only the additional annual cash fee as the chair of the committee, and not the annual fee as a member of the committee, provided that each non-employee director who serves as the non-employee chair or the lead independent director will receive the annual fee for service as a board member and an additional annual fee as the non-employee chair or lead independent director. All cash payments to non-employee directors are paid annually in arrears on a pro-ratedprorated basis.

Election to Receive Restricted Stock Units in lieu of Cash Compensation

Each non-employee director may elect to convert all or a portion of his or her annual cash retainer payments into an award covering a number of restricted stock units or a Retainer Award,(“RSUs”) (a “Retainer Award”) with a grant date fair value (determined in accordance with GAAP) equal to the amount of the applicable annual cash retainer payment to which the Retainer Award relates.

Each individual who first becomes a non-employee director must make an election to receive Retainer Awards in lieu of cash payments or a Retainer(a “Retainer RSU Election,Election”) with respect to annual cash retainer payments relating to services to be performed in the same calendar year as such individual first becomes a non-employee director on or prior to the date that the individual first becomes a nonemployee director. Each non-employee director must make a Retainer RSU Election with respect to annual cash retainer payments relating to services to be performed in the following calendar year by no later than December 31st of each calendar year, or such earlier deadline as established by our board of directorsBoard or the compensation committee of our board of directors.Board.

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If a non-employee director who has made a valid Retainer RSU electionElection ceases to be a non-employee director prior to the applicable grant date of a Retainer Award to which the Retainer RSU Election relates, the Retainer RSU Election will be treated as cancelledcanceled and the non-employee director will be eligible to receive a prorated payment of the annual payment of the non-employee director’s applicable annual cash retainer, calculated based on the number of days during the applicable calendar year the non-employee director served in the relevant capacities, in accordance with the terms and conditions of the policy.

Retainer awards will beAwards are granted on January 10th immediately following the end of the calendar year for which the corresponding annual cash retainer payment was earned, except that if such date is not a trading day, the associated grant of the applicable Retainer Award shall occur on the next trading day following such date. Each Retainer Award will be fully vested on the date of grant.

Equity Compensation

Initial Awards

Subject to the limits in our 2020 Equity Incentive Plan, each person who first becomes a non-employee director after the date of the effective date of the policy will receive, on the first trading date on or after the date on which the person first becomes a non-employee director, an initial award of restricted stock unitsRSUs (the “Initial Award”), covering a number of shares of our common stock having a grant date fair value (determined in accordance with GAAP) equal to $165,000;$165,000 (to be increased to $200,000 starting January 1, 2024 pursuant to the Amended Director Compensation Policy); provided that any resulting fraction will be rounded down to the nearest whole share. The Initial Award will vest in its entirety on the one (1) yearone-year anniversary of the non-employee director’s initial start date, subject to the non-employee director continuing to be a non-employee director through the applicable vesting date. If the person was a member of our board of directorsBoard and also an employee, becoming a non-employee director due to termination of employment will not entitle them to an Initial Award.

Annual Awards

Subject to the limits in our 2020 Equity Incentive Plan, each non-employee director automatically will receive,receives, on the date of each annual meeting of our stockholders, following the effective date of the policy, an annual award of restricted stock units, or an Annual Award,RSUs (an “Annual Award”) covering a number of shares of our common stock having a grant date fair value (determined in accordance with GAAP) of $165,000;$165,000 (to be increased to $200,000 starting January 1, 2024 pursuant to the Amended Director Compensation Policy); provided that the first annual award granted to an individual who first becomes a non-employee director following the effective date of the policy will have a grant date fair value equal to the product of (A) $165,000 (to be increased to $200,000 starting January 1, 2024 pursuant to the Amended Director Compensation Policy) multiplied by (B) a fraction, (i) the numerator of which is equal to the number of fully completed days between the non-employee director’s initial start date and the date of the first annual meeting of our stockholders to occur after such individual first becomes a non-employee director, and (ii) the denominator of which is 365; and provided further that any resulting fraction will be rounded down to the nearest whole share. Each Annual Award will vest in its entirety on the earlier of (x) the 1-yearone-year anniversary of the Annual Award’s grant date, or (y) the day immediately before the date of the next annual meeting of our stockholders that follows the grant date of the Annual Award, subject to the non-employee director’s continued service through the applicable vesting date.

In the event of a “change in control” (as defined in our 2020 Equity Incentive Plan), each non-employee director will fully vest in their outstanding company equity awards issued under the director compensation policy,Outside Director Compensation Policy, including any Initial Award or Annual Award, immediately prior to the consummation of the change in control provided that the non-employee director continues to be a non-employee director through such date.

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Non-Employee Director Compensation Table

The compensation paid to Messrs. Girouard and Gu in respect of their employment for the year ended December 31, 2023 is included in the Summary Compensation Table in the section titled “Executive Compensation.” The following table provides information concerning compensation earned by our non-employee directors during the year ended December 31, 2023.

Name

  Fees Earned or
Paid in Cash ($)(1)		   Stock
Awards ($)(2)		   Total ($) 

Mary Hentges

   45,000    229,445    274,445 

Ciaran O’Kelly

   53,000    229,445    282,445 

Sukhinder Singh Cassidy

   67,500    229,445    296,945 

Hilliard C. Terry, III

   55,000    229,445    284,445 

Kerry W. Cooper

   50,000    229,445    279,445 

Jeff Huber

   39,000    229,445    268,445 

(1)

If a director elected to receive payment in RSUs in lieu of cash pursuant to our Outside Director Compensation Policy, annual retainer fees in the form of RSUs were granted on January 10, 2024. The number of RSUs received was based on the average closing stock price for the 30 trading days immediately prior to the date of grant. See the section above titled “Election to Receive Restricted Stock Units in lieu of Cash Compensation” for more information. For fiscal year 2023, each of our non-employee directors elected to receive all or a portion of their annual retainer fee payments in RSUs: Ms. Hentges received 1,198 RSUs in lieu of all of her cash retainer fees, Mr. O’Kelly received 1,411 RSUs in lieu of all of his cash retainer fees, Ms. Singh Cassidy received 1,798 RSUs in lieu of all of her cash retainer fees, Mr. Terry received 1,465 RSUs in lieu of all of his cash retainer fees, Ms. Cooper received 666 RSUs in lieu of 50% of her cash retainer fees, and Mr. Huber received 1,038 RSUs in lieu of all of his cash retainer fees.

(2)

The dollar value of the RSU awards shown in the “Stock Awards” column represents the grant date fair value calculated on the basis of the fair market value of the underlying shares of common stock on the grant date in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation - Stock Compensation (“FASB ASC Topic 718”). The actual value that the director will realize on each RSU award will depend on the price per share of our shares of common stock at the time shares underlying the RSUs are sold. Accordingly, these amounts do not necessarily correspond to the actual value recognized or that may be recognized by the directors.

The following table provides all outstanding equity awards held by our non-employee directors as of December 31, 2023.

Name

  Aggregate Number of
Shares Underlying
Options (#)		   Number of Securities
Underlying Unvested
Stock Awards (#)		 

Mary Hentges

   98,295    9,669 

Ciaran O’Kelly

   192,443    9,669 

Sukhinder Singh Cassidy

   123,295    9,669 

Hilliard C. Terry, III

   68,295    9,669 

Kerry W. Cooper

   —     9,669 

Jeff Huber

   —     9,669 

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PROPOSAL NO. 1

ELECTION OF DIRECTORS

Our Board has eight members. In accordance with our amended and restated certificate of incorporation, our Board is divided into three staggered classes of directors. One class is elected each year during the annual meeting of stockholders for a term of three years. The term of the Class I directors expires at the 2024 Annual Meeting. The terms of office of directors in Class II and Class III do not expire until the annual meetings of stockholders held in 2025 and 2026, respectively.

Nominees

Our nominating and corporate governance committee has recommended, and our Board has approved, David Girouard, Jeff Huber and Hilliard C. Terry, III as nominees for election as Class I directors at the 2024 Annual Meeting. If elected, each of Mr. Girouard, Mr. Huber and Mr. Terry will serve as Class I directors until the 2027 annual meeting of stockholders and until their successors are duly elected and qualified, subject to their earlier death, resignation, or removal. For information concerning the nominees, please see the section titled “Board of Directors and Corporate Governance.”

If you are a stockholder of record and you sign your proxy card or vote by telephone or over the Internet but do not give instructions with respect to the voting of directors, your shares will be voted “FOR” the election of Mr. Girouard, Mr. Huber and Mr. Terry. We expect that each of Mr. Girouard, Mr. Huber and Mr. Terry will accept such nomination; however, in the event that a director nominee is unable or declines to serve as a director at the time of the 2024 Annual Meeting, the proxies will be voted for any nominee designated by our Board to fill such vacancy. If you are a street name stockholder and you do not give voting instructions to your broker, bank, or other nominee, your broker, bank, or other nominee will leave your shares unvoted on this matter.

Vote Required

The election of directors requires a plurality of the voting power of the shares of our common stock present virtually or by proxy during the 2024 Annual Meeting and entitled to vote thereon to be approved. Any shares not voted “FOR” a particular nominee (whether as a result of stockholder abstention or a broker non-vote) will not be counted in such nominee’s favor and will have no effect on this proposal.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH
OF THE NOMINEES NAMED ABOVE

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PROPOSAL NO. 2

RATIFICATION OF APPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The audit committee of the board of directorsour Board has appointed Deloitte & Touche LLP to serve as our independent registered public accounting firm, for the year ending December 31, 2021.2024. Deloitte & Touche LLP served as our independent registered public accounting firm for the fiscal year ended December 31, 2020.2023.

Notwithstanding its selection and even if our stockholders ratify the selection, our audit committee, in its discretion, may appoint another independent registered public accounting firm at any time during the year if the audit committee believes that such a change would be in the best interests of our company and its stockholders. At the 20212024 Annual Meeting, the stockholders are being asked to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021.2024. Our audit committee is submitting the selection of Deloitte & Touche LLP to our stockholders because we value our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate governance. If the stockholders do not ratify the appointment of Deloitte & Touche LLP, our board of directorsBoard may reconsider the appointment.

Representatives of Deloitte & Touche LLP will participate at the 20212024 Annual Meeting, and they will have an opportunity to make statements and will be available to respond to appropriate questions from stockholders.

Fees Paid to the Independent Registered Public Accounting Firm

The following table summarizes the fees we recognized for services rendered by Deloitte & Touche LLP for the fiscal years ended December 31, 20192022 and 2020,2023, inclusive of out-of-pocket expenses.

 

Fee Category

  Fiscal Year Ended December 31 
  2022   2023 
  Year Ended December 31 

Fee Category

  2019   2020 

Audit Fees(1)

  $1,516,608   $1,336,184 

Audit related(2)

   175,782    225,000 

Tax fees

   —      —   

All other fees(3)

   193,043    —   

Audit Fees(1)

Audit Fees(1)

Audit Fees(1)

  $3,885,000   $4,413,200 

Audit-Related Fees(2)

Audit-Related Fees(2)

Audit-Related Fees(2)

Audit-Related Fees(2)

  $329,331   $640,000 

Tax Fees(3)

Tax Fees(3)

Tax Fees(3)

Tax Fees(3)

  $33,626   $84,100 

 

   

 

 
  

 

   

 

 

Total Fees

  $1,885,432   $1,561,184 

Total Fees

Total Fees

Total Fees

  $4,247,957   $5,137,300 
  

 

   

 

 

 

   

 

 

 

(1)

Audit fees consisted of fees for professional services rendered in connection with the annual audit of our consolidated financial statements, theaudit of our internal control over financial reporting, review of our quarterly condensed consolidated financial statements, consultations on accounting matters directly related to the audit, and registration statement filings, including our Registration Statement on Form S-1 related to our initial public offering and issuancepreparation for compliance with Section 404 of consents and other matters.the Sarbanes-Oxley Act of 2002.

(2)

Audit relatedAudit-related fees consisted of fees for professional services rendered for service organization reports.reports and fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and not reported under “Audit Fees.”

(3)

All otherTax fees consisted of fees for compliance-relatedprofessional services and access to online accounting research applications.rendered for tax advice.

Auditor Independence

In 2020,2023, there were no other professional services provided by Deloitte & Touche LLP that would have required the audit committee to consider their compatibility with maintaining the independence of Deloitte & Touche LLP.

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Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

Pursuant to its charter, the audit committee must review and approve, in advance, the scope and plans for the audits and the audit fees and approve in advance (or, where permitted under the rules and regulations of the SEC,

subsequently) all non-audit services to be performed by the independent auditor that are not otherwise prohibited by law and any associated fees. Our audit committee has pre-approved all services performed by Deloitte & Touche LLP sinceduring the pre-approval policy was adopted prior to our IPO.fiscal year ended December 31, 2023. The audit committee may delegate to one or more members of the committee the authority to pre-approve audit and permissible non-audit services, as long as this pre-approval is presented to the full committee at scheduled meetings.

Vote Required

The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2024 requires the affirmative vote of a majority of the voting power of the shares of our common stock present virtually or by proxy during the 2024 Annual Meeting and entitled to vote thereon. Abstentions will have the effect of a vote against this proposal, and broker non-votes will have no effect.

 

 

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”


THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP

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REPORT OF THE AUDIT COMMITTEE

The audit committee of the board of directorsBoard is comprised solely of independent directors and operates under a written charter adopted by the board of directors,Board, which charter is reviewed on an annual basis and amended as necessary by the board of directorsBoard upon recommendation by the audit committee. The composition of the audit committee, the attributes of its members, and the responsibilities of the audit committee, as reflected in its charter, are intended to be in accordance with applicable requirements for corporate audit committees.

The audit committee appoints an accounting firm as our independent registered public accounting firm. The independent registered public accounting firm is responsible for performing an independent audit of our financial statements in accordance with generally accepted auditing standards and issuing a report thereon. Management is responsible for our internal controls and the financial reporting process. The audit committee is responsible for monitoring and overseeing these processes.

The audit committee held sevennine meetings during the fiscal year ended December 31, 2020.2023. The meetings were designed to provide information to the audit committee necessary for it to conduct its oversight function of the external financial reporting activities and audit process of our company, and to facilitate and encourage communication between the audit committee, management and our independent registered public accounting firm, Deloitte & Touche LLP. Management represented to the audit committee that our financial statements were prepared in accordance with generally accepted accounting principles.GAAP. The audit committee reviewed and discussed the audited financial statements for the fiscal year ended December 31, 20202023 with management and the independent registered public accounting firm. The audit committee also instructed the independent registered public accounting firm that the audit committee expects to be advised if there are any subjects that require special attention.

The audit committee has discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) and the SEC.

The audit committee has also received the written disclosures and the letter from the independent registered public accounting firm, Deloitte & Touche LLP, required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the audit committee concerning independence, and has discussed with Deloitte & Touche LLP its independence.

Based on its review of the audited financial statements and the various discussions noted above, the audit committee recommended to the board of directorsBoard that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 20202023 for filing with the SEC.

The audit committee of the board of directors of Upstart Holdings, Inc.:Board:

Hilliard C. Terry, III (Chairperson)

Mary Hentges

Ciaran O’Kelly

This report of the audit committee is required by the SEC. The materialSEC and, in this report is not “soliciting material,” isaccordance with the SEC’s rules, will not be deemed “filed” with the SEC, and is not to be part of or incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing madeunder the Securities Act or under the Exchange Act, except to the extent that we specifically incorporate this information by Upstart Holdings, Inc.reference, and this report and the information contained therein will not otherwise be deemed “soliciting material” or “filed” under either the Securities Act or the Exchange Act whether made before or afterbe subject to Regulation 14A or Regulation 14C (other than as provided in Item 407 of Regulation S-K) or to the date hereof and irrespectiveliabilities of any general incorporation language in any such filing.Section 18 of the Exchange Act.

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PROPOSAL NO. 3

ADVISORY VOTE ON

THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the SEC rules, we are providing our stockholders with the opportunity to approve, on an advisory and non-binding basis, the compensation of our named executive officers, as described in this proxy statement.

This proposal, commonly referred to as the “Say-on-Pay” vote, gives our stockholders the opportunity to express their views on the compensation of our named executive officers. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and our executive compensation philosophy, policies, and practices, as discussed in this proxy statement.

The Say-on-Pay vote is advisory, and therefore is not binding on us, our compensation committee, or our Board of Directors. The Say-on-Pay vote will, however, provide information to us regarding investor sentiment about our executive compensation philosophy, policies, and practices, which our compensation committee will be able to consider when determining executive compensation for the remainder of the current fiscal year and beyond. Our Board of Directors and our compensation committee value the opinions of our stockholders. To the extent there is any significant vote against the compensation of our named executive officers as disclosed in this Proxy Statement, we will endeavor to communicate with stockholders to better understand the concerns that influenced the vote and consider our stockholders’ concerns, and our compensation committee will evaluate whether any actions are necessary to address those concerns.

You are encouraged to review the section titled “Executive Compensation” and, in particular, the section titled “Executive Compensation - Compensation Discussion and Analysis” in this proxy statement, which provide a comprehensive review of our executive compensation program and its elements, objectives, and rationale. We believe that the information provided in the section titled “Executive Compensation” demonstrates that our executive compensation program was designed appropriately and is working to ensure management’s interests are aligned with our stockholders’ interests to support long-term value creation. Accordingly, we ask our stockholders to vote “FOR” the following non-binding resolution at the 2024 Annual Meeting:

RESOLVED, that the stockholders approve, on an advisory basis, the compensation paid to our named executive officers, as disclosed in the Proxy Statement for the 2024 Annual Meeting pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, and other related disclosure

Vote Required

The approval, on an advisory basis, of the compensation of our named executive officers requires the affirmative vote of a majority of the voting power of the shares of our common stock present virtually or by proxy during the 2024 Annual Meeting and entitled to vote thereon. Abstentions will have the effect of a vote against this proposal, and broker non-votes will have no effect.

As an advisory vote, the result of this proposal is non-binding. However, our Board and our compensation committee value the opinions expressed by stockholders in their vote on this proposal and will consider the outcome of the vote when considering future executive compensation decisions and when evaluating our executive compensation program.

We provide our stockholders the opportunity to vote on the compensation of our named executive officers every year. It is expected that the next vote on executive compensation will be at the 2025 annual meeting of stockholders.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

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EXECUTIVE OFFICERS

The names of our executive officers, their ages, their positions with Upstart Holdings, Inc., and other biographical information as of March 31, 2021,2024, are set forth below. Executive officers are electedappointed by our board of directorsBoard to hold office until their successors are electedappointed and qualified. There are no familial relationships among our directors or executive officers.

 

Name

  Age   

Position

Dave Girouard

   5558   Chief Executive Officer, Chairperson of the Board

Sanjay Datta

   4750   Chief Financial Officer

Anna M. Counselman

40SVP, People and Operations

Paul Gu

   3033   SVP, Product and Data Science,Chief Technology Officer, Director

Alison NicollScott Darling

   4952   General CounselChief Legal Officer and Corporate Secretary

For the biographies of Mr. Girouard and Mr. Gu, see the sectionsections titled “Board of this proxy statement captioned “Proposal No. 1Directors and Corporate Governance – Director Nominees” and “Board of Directors and Corporate Governance - Election of Directors-Nominees forContinuing Directors.”

Sanjay Datta.Datta. Mr. Datta has served as our Chief Financial Officer since December 2016. From June 2005 to December 2016, he served in various roles at Alphabet Inc. (formerly Google Inc.), including as Vice President of Finance for Global Advertising, Finance Director of Corporate Revenue and Product Profitability, and in various international finance leadership positions based in Asia and Europe. Prior to Google,Alphabet Inc., Mr. Datta worked at Artisan Capital, a private investment group, from November 2002 to May 2005, sourcing and reviewing prospective private equity investments, and worked at Deloitte Consulting, a consulting firm, from June 1996 to July 2000. Mr. Datta has a joint honors degree in Economics and Finance from McGill University in Montreal and an M.B.A. from Stanford University.

Anna M. Counselman. Ms. Counselman is one of our co-founders and has served in various roles since May 2012, including most recently as Senior Vice President, People and Operations. From February 2007 to May 2012, she served in various roles at Google, including most recently as Head of Premium Services & Customer Programs. Ms. Counselman began her career in industrial operations at a management development program at McMaster-Carr, a supplier of hardware, tools, raw materials, and maintenance equipment industrial materials. Ms. Counselman graduated Summa Cum Laude from Boston University with a B.A. in Finance and Entrepreneurship.

Alison Nicoll. Ms. NicollScott Darling. Mr. Darling has served as our Chief Legal Officer and Corporate Secretary since December 2022. From October 2016 to November 2022, Mr. Darling served as Chief Legal Officer at Stitch Fix, Inc., an online personal styling service. Prior to joining Stitch Fix, Inc., Mr. Darling served as Chief Legal Officer and Corporate Secretary of Beepi, Inc., an online automobile retailer, from August 2015 to May 2016, and Vice President, General Counsel since May 2012. From July 2006 to May 2012, Ms. Nicoll worked on the legal team at PayPal,and Corporate Secretary of Trulia, Inc., a financial services technology company, where she ultimatelyhome search marketplace, from October 2011 to August 2015. Earlier in his career, he served as AssociateVice President, General Counsel and managedCorporate Secretary at Imperva Inc., a cybersecurity company, and as Senior Attorney with Microsoft Corporation, a multinational technology company. Mr. Darling started his career with the North America legal team responsible for supporting multiple business units on issues ranging from corporate strategy, general commercial matters, regulatory developments and compliance, consumer protection, online and mobile payments and merchant payment acceptance. From 2003 to 2006, she also served as the General Counsel of TSYS Prepaid, a prepaid payments processing company. Ms. Nicolllaw firm, Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP. Mr. Darling holds a law degreeB.A. in Ethics, Politics, and Economics from Yale University and a J.D. from the University of Glasgow in ScotlandMichigan.

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EXECUTIVE COMPENSATION

Compensation Discussion and a MastersAnalysis

This Compensation Discussion and Analysis is intended to help our stockholders understand our executive compensation program by providing an overview of Law from Columbia Law School.

EXECUTIVE COMPENSATION

Our namedour executive compensation philosophy, the overall objectives of our executive compensation program, and each compensation element that we provided to our executive officers consistingin 2023. In addition, it explains how and why the compensation committee of our Board made the specific compensation decisions for our principal executive officer, our principal financial officer and the nextour two most highly compensatedremaining executive officers — referred to as of December 31, 2020,our “Named Executive Officers.” For 2023, our Named Executive Officers were:

 

Name

Position

Dave Girouard

Co-founder and Chief Executive Officer (our “CEO”)

Sanjay Datta

Chief Financial Officer (our “CFO”)

Paul Gu

Co-founder and Chief Technology Officer (our “CTO”)

Scott Darling

Chief Legal Officer and Corporate Secretary

Overview

Who We Are

Upstart was founded in 2012by Dave Girouard, Paul Gu and Anna Counselman to improve financial lending through a more accurate credit model. Our mission is to enable effortless credit based on true risk. Through the power of artificial intelligence (“AI”), and the incredible talent of our employees, we are unlocking financial opportunity and mobility for more and more people, allowing them to pursue their dreams and goals for a better future.

2023 Business Highlights

2023 was a challenging year for us and the lending industry. With interest rates at their highest in decades, elevated consumer risk, bank failures leading to caution and conservatism among lenders, and constrained capital markets, the economic environment presented many challenges. Our 2023 business highlights include:

•

Revenue. Total revenue was $514 million, a decrease of 39% from the prior year. Total fee revenue was $560 million, a decrease of 38% year-over-year.

•

Transaction Volume and Conversion Rate. 437,659 loans were originated, totaling $4.6 billion across our platform in 2023, down 59% from the prior year. Conversion on rate requests was 9.7% in 2023, down from 14.1% in the prior year.

•

Net Income (Loss) and Earnings Per Share. GAAP net income (loss) was ($240) million, down from ($109) million in the prior year. Adjusted net income (loss) was ($46.9) million, down from $19.4 million in the prior year. Accordingly, GAAP diluted earnings per share was ($2.87), and diluted adjusted earnings per share was ($0.56) based on the weighted-average common shares outstanding during the year.

•

Adjusted EBITDA. Adjusted EBITDA was ($17.2) million, down from $37.2 million in the prior year. 2023 adjusted EBITDA margin was (3%) of total revenue, down from 4% in the prior year.

In addition to our results determined in accordance with GAAP, we believe that certain non-GAAP financial measures and key operating metrics, including adjusted net income (loss), transaction volume, conversion rate, adjusted EBITDA and adjusted EBITDA margin, are useful in evaluating our operating performance. For a full reconciliation for each of these non-GAAP financial measures to the most directly comparable financial measure

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stated in accordance with GAAP, please see our 2023 Annual Report on Form 10-K for the fiscal year ended December 31, 2023 as filed with the SEC on February 15, 2024, and Exhibit 99.1 to our Current Report on Form 8-K filed with the SEC on February 13, 2024.

Compensation Philosophy and Guiding Principles

Compensation Philosophy

Our compensation philosophy is guided by the following key principles:

•

Align interests of employees and stakeholders: Align the interests of our executive officers and all Upstart employees with the long-term interests of our stockholders, borrowers on the Upstart marketplace, and our lending partners. This means that we place a heavy emphasis on variable compensation, with performance measures focused on short-term (annual) goals, and long-term (share price) growth.

•

Attract and retain exceptional talent: Attract and retain exceptionally talented individuals, particularly those in key leadership and technical positions, by ensuring market competitive rewards. This means consistently comparing our compensation with competitors for talent and updating our benefits and total rewards packages to stay aligned with the market.

•

Drive toward a common goal: Our Named Executive Officers receive stock options and RSU awards and are eligible to receive annual cash bonuses based on achieving shared company goals.

•

Pay for leadership impact: Performance and company impact come before market value. We recognize, particularly in our executive team, that the value each leader brings to us extends well beyond their functional role. This means that although our compensation is informed by reviewing competitive market data, we also pay our executive team and all other employees based on the impact they have on our business.

•

Pay for performance: We place a high premium on equitable compensation for achieving results. Our executive compensation is structured so that higher compensation can be earned if we achieve significant company performance that we believe will also benefit our stockholders.

The compensation committee periodically reviews and analyzes market trends and the prevalence of various compensation delivery vehicles and adjusts the design and operation of our executive compensation program from time to time as it deems necessary and appropriate. In designing and implementing the various elements of our executive compensation program, the compensation committee considers market and industry practices, as well as the tax efficiency of our compensation structure and its impact on our financial condition. While the compensation committee considers all of the factors in its deliberations, it places no formal weighting on any single factor.

Over the coming years, the compensation committee will continue to evaluate our compensation philosophy and program objectives as circumstances require. At a minimum, the compensation committee will review our executive compensation program annually.

2023 Executive Compensation Highlights

Summary of Named Executive Officer Compensation Decisions

The majority of our compensation actions take place at the beginning of the calendar year. As such, base salary adjustments and equity awards were evaluated relative to our compensation peer group data from 2022 among other factors described below. Consistent with our compensation philosophy, the compensation committee took the following compensation actions for our Named Executive Officers in 2023.

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Variable and Performance-Based Compensation

The annual compensation of our executive officers, including our Named Executive Officers, varies from year to year based on financial, operational, and individual performance. Consistent with our compensation philosophy, our executive compensation program emphasizes “variable” pay over “fixed” pay and seeks to balance short-term and long-term incentives, as well as performance-based and time-based incentives.

The following table shows the percentages of target variable pay versus target fixed pay for our CEO and our other Named Executive Officers in 2023:

Named Executive Officer

 Fixed pay as a percentage
of total target direct compensation		  Variable pay as a percentage
of total target direct compensation		 

David Girouard

  5.4%   94.6% 

Sanjay Datta

  6.3%   93.7% 

Paul Gu

  6.3%   93.7% 

Scott Darling*

  4.7%   95.3% 

*

The total target direct compensation of Mr. Darling in 2023 includes the target value of his equity awards granted after he joined Upstart in December 2022, which were intended to be part of his compensation in 2023.

In February 2022, the compensation committee approved the grant of a performance-based RSU award to Mr. Gu that would have been settled for 687,500 shares of our common stock and that would only be earned and vest based on the achievement of certain stock price targets for Upstart’s common stock (the “Performance Award”). At the time the Performance Award was granted, it was intended to be Mr. Gu’s primary compensation through 2029. Accordingly, in connection with the grant of the Performance Award, Mr. Gu’s cash compensation was limited to the amount necessary to allow him to participate in the broad-based employee health and welfare employee benefits programs generally applicable at Upstart.

Following significant macroeconomic changes in 2022 and the significant decline in Upstart’s stock price, in February 2023, the compensation committee, in consultation with our CEO, reviewed the purpose of the Performance Award and considered whether the objectives and intent of the award could still be achieved. After considering various alternatives and the pros and cons of such alternatives and after consulting with its external compensation and other advisors, the compensation committee determined that such award no longer provided the intended retention and incentive value and concluded that it was in the best interests of Upstart and its stockholders to cancel the Performance Award in exchange for the reinstatement of Mr. Gu’s cash compensation, including an annual base salary of $425,000 and Mr. Gu’s eligibility to participate in Upstart’s 2023 Executive Bonus Plan with a target annual cash bonus opportunity equal to 75% of Mr. Gu’s annual base salary. Mr. Gu agreed to these changes. The table above reflects Mr. Gu’s compensation following the cancellation of the Performance Award. In addition to the reinstatement of his cash compensation, the compensation committee granted an equity award to Mr. Gu in 2023 consistent with the standard practice for all other executive officers.

Executive Compensation Policies and Practices

We endeavor to maintain sound executive compensation policies and practices, including compensation-related corporate governance standards, consistent with our executive compensation philosophy. For 2023, the following executive compensation policies and practices were in place, including both policies and practices we have implemented to drive performance and policies and practices that either prohibit or minimize behaviors that we do not believe serve our stockholders’ long-term interests:

What We Do

✓ Compensation Committee Independence – Our Board maintains a compensation committee composed solely of independent directors who have established effective means for communicating with our stockholders regarding their executive compensation ideas and concerns as described in this Proxy Statement.

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✓ Compensation Committee Advisor Independence – The compensation committee engages and retains its own advisors. During 2023, the compensation committee engaged Compensia, Inc., a national compensation consulting firm (“Compensia”), to assist in carrying out its responsibilities. Compensia performed no other consulting or other services for us in 2023.

✓ Annual Compensation Review – The compensation committee conducts an annual review of our executive compensation philosophy and strategy, including a review of the compensation peer group used for comparative purposes.

✓ Emphasize Performance-Based Incentive Compensation – The compensation committee designs our executive compensation program to include both performance-based short-term cash incentive awards (i.e., our Executive Bonus Plan) and long-term incentive compensation awards in the form of a mix of stock options and RSU awards to align the interests of our executive officers, including our Named Executive Officers, with the interests of our stockholders.

✓ Emphasize Long-Term Equity Compensation – The compensation committee uses equity awards to deliver long-term incentive compensation opportunities to all employees, including our Named Executive Officers. These equity awards vest or may be earned over multi-year periods, which is consistent with market practice and better serves our long-term value creation goals and retention objectives.

✓ Limited Executive Perquisites – We do not view perquisites or other personal benefits as important to achieving our compensation objectives. Accordingly, we do not provide perquisites or other personal benefits to our executive officers except where we believe it is appropriate to achieve our compensation objectives and to assist our executive officers in the performance of their duties.

✓ Consistent Benefits for All Employees – We maintain a general health and wellness benefits program for all of our employees at Upstart, and during 2023, our Named Executive Officers received only the health and wellness benefits that are generally available to all our employees.

✓ “Double-Trigger” Change in Control Arrangements – Under our post-employment compensation arrangements for our executive officers, including our Named Executive Officers, there are no payments made because of the occurrence of a change in control of Upstart. All change in control payments and benefits are based on a “double-trigger” arrangement that provides for the receipt of payments and benefits only in the event of both (i) a change in control of Upstart and (ii) a qualifying termination of employment.

✓ Reasonable Change-in-Control Arrangements – The post-employment compensation arrangements for our executive officers, including our Named Executive Officers, provide for amounts and multiples that are within reasonable market norms.

✓ Succession Planning – Our Board reviews the risks associated with our key executive positions on an annual basis so that we have an adequate succession strategy and plans are in place for our most critical positions.

✓ Stock Ownership Guidelines – Our Board has instituted minimum stock ownership guidelines to further align the interests of our executive officers, including our Named Executive Officers, and non-employee members of our Board with those of our stockholders.

✓ Compensation Recovery Policy – Our Board has adopted a compensation recovery policy to further our pay-for-performance philosophy and to comply with applicable SEC and Nasdaq requirements.

What We Do Not Do

X Retirement Programs – We do not offer any special retirement plans or arrangements or nonqualified deferred compensation plans or arrangements for our executive officers. Our executive officers, including our Named Executive Officers, participate in the same Section 401(k) retirement plan that is generally available to all of our employees.

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X No Tax “Gross-Ups” or Payments – We do not provide any tax “gross-up” or tax payment or reimbursement in connection with any compensation element (such as perquisites or other personal benefits) or any excise tax “gross-up” or tax payment or reimbursement in connection with any change in control payments or benefits.

X No Dividends on RSU Awards – We do not pay dividends or dividend equivalents on unvested or unearned RSU awards and performance-based RSU awards.

X No Stock Option Repricing – We have not repriced options to purchase shares of our common stock and may not do so without stockholder approval.

X General Prohibition on Hedging and Pledging – Under our Insider Trading Policy, we do not permit our executive officers, including our Named Executive Officers, and the non-employee members of our Board to hedge Upstart securities and, absent a special waiver, our executive officers, including our Named Executive Officers, and the non-employee members of our Board are prohibited from pledging Upstart securities.

Compensation-Setting Process

Role of the Compensation Committee

The compensation committee, among its other responsibilities, establishes our overall compensation philosophy and reviews and approves our executive compensation program, including the specific compensation of our executive officers. The compensation committee has the authority to retain legal counsel and other advisors, including compensation consultants, to assist in carrying out its responsibilities to determine the compensation of our executive officers. The compensation committee’s authority, duties, and responsibilities are described in its charter, which is reviewed annually and revised and updated as warranted. The charter is available on our Company website at ir.upstart.com.

While the compensation committee determines our overall compensation philosophy and approves the compensation of our executive officers, it relies on its compensation consultant, as well as our CEO, our CFO, our Chief ExecutivePeople Officer, our Vice President of Total Rewards and Chairpersonlegal counsel to formulate recommendations with respect to specific compensation actions. The compensation committee makes all final decisions regarding the compensation of our boardexecutive officers, except our CEO, including base salary levels, target annual cash bonus opportunities, actual cash bonus payments and long-term incentives in the form of directors;equity awards. The compensation committee formulates recommendations for our CEO’s compensation, and the independent members of our Board (excluding Messrs. Girouard and Gu) approve the compensation of our CEO based on such recommendations. The compensation committee meets on a regularly-scheduled basis and at other times as needed. The compensation committee periodically reviews compensation matters with our Board.

At the beginning of each year, the compensation committee reviews our executive compensation program, including any incentive compensation plans and arrangements, to assess whether our compensation elements, actions, and decisions are (i) properly coordinated, (ii) aligned with our vision, mission, values, and corporate goals, (iii) provide appropriate short-term and long-term incentives for our executive officers, (iv) achieve their intended purposes, and (v) are competitive with the compensation of executives in comparable positions at the companies with which we compete for executive talent. Following this assessment, the compensation committee makes any necessary or appropriate modifications to our existing plans and arrangements or adopts new plans or arrangements.

The factors considered by the compensation committee in determining the compensation of our executive officers for 2023 included:

the recommendations of our CEO (except with respect to his own compensation);

 

Sanjay Datta, our Chief Financial Officer;corporate results and other elements of financial performance;

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our corporate and individual achievements against one or more short-term and long-term performance objectives;

the macroeconomic environment, in particular as to how it impacts our ability to retain executives in a down cycle;

the individual performance of each executive officer against expectations set by our CEO at the beginning of the year;

a review of the relevant competitive market analysis prepared by its compensation consultant;

the expected future contribution of the individual executive officer; and

 

Paulinternal pay equity based on the impact to our business and performance.

The compensation committee does not weigh these factors in any predetermined manner, nor does it apply any formulas in making its decisions. The members of the compensation committee considered this information in light of their individual experience, knowledge of Upstart, knowledge of each executive officer, knowledge of the competitive market, and business judgment to make their decisions regarding executive compensation and our executive compensation program.

As part of this process, the compensation committee also evaluates the performance of our CEO each year and makes a recommendation to the independent members of our Board who subsequently approve his base salary adjustments, target annual cash bonus opportunities, actual cash bonus payments and long-term incentives in the form of equity awards. Our CEO is not present during any of the deliberations regarding his compensation.

Role of our CEO

Our CEO works closely with the compensation committee in determining the compensation of our other executive officers. Typically, our CEO makes recommendations to the compensation committee regarding the design and structure of our annual executive bonus plan and regarding the compensation for our other executive officers (all of whom report to him).

At the beginning of each year, our CEO reviews the performance of our executive officers for the previous year, and then shares these evaluations with, and makes recommendations to, the compensation committee for each element of compensation. Using his subjective evaluation of each executive officer’s performance and taking into consideration our corporate performance during the preceding year, these recommendations relate to base salary adjustments, target annual cash bonus opportunities, actual cash bonus payments and long-term incentives in the form of equity awards for each of our executive officers (other than himself) based on our results, the individual executive officer’s contribution to these results, and his or her performance toward achieving his or her individual performance goals. The compensation committee then reviews these recommendations and considers the other factors described above and makes decisions as to the target total direct compensation of each executive officer (other than our CEO), as well as each individual compensation element.

While the compensation committee considers our CEO’s recommendations, as well as the competitive market analysis with respect to our compensation peer group prepared by Compensia, these recommendations and market data serve as only two of several factors in making its decisions with respect to the compensation of our executive officers. Ultimately, the compensation committee applies its own business judgment and experience to determine the individual compensation elements and amount of each element for our executive officers. Moreover, no executive officer participates in the determination of the amounts or elements of his or her own compensation.

Role of Compensation Consultant

Pursuant to its charter, the compensation committee has the authority to engage its own legal counsel and other advisors, including compensation consultants, as it determines in its sole discretion, to assist in carrying out

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its responsibilities. The compensation committee makes all determinations regarding the engagement, fees, and services of these advisors, and any such advisor reports directly to the compensation committee.

In 2023, pursuant to this authority, the compensation committee engaged Compensia to provide information, analysis, and other assistance relating to our executive compensation program on an ongoing basis. The nature and scope of the services provided to the compensation committee by Compensia in 2023 included the following:

developed and subsequently updated the compensation peer group;

•

provided advice with respect to compensation best practices and market trends for our executive officers and the non-employee members of our Board;

conducted an analysis of the levels of overall compensation and each element of compensation for our executive officers;

•

conducted an analysis of the levels of overall compensation and each element of compensation for the non-employee members of our Board; and

•

provided ad hoc advice and support throughout the year.

Representatives of Compensia attend meetings of the compensation committee as requested and communicate with the compensation committee outside of meetings. Compensia reports directly to the compensation committee rather than to management, although Compensia may meet with members of management, including our CEO, Chief People Officer and members of our People team, for purposes of gathering information on proposals that management may make to the compensation committee.

The compensation committee may replace its compensation consultant or hire additional advisors at any time. Compensia did not provide any other consulting or other services to us and has received no compensation other than with respect to the services described above.

The compensation committee has assessed the independence of Compensia taking into account, among other things, the various factors as set forth in Exchange Act Rule 10C-1 and the enhanced independence standards and factors set forth in the applicable listing standards of the Nasdaq Global Select Market, and has concluded that its relationship with Compensia and the work of Compensia on behalf of the compensation committee has not raised any conflict of interest.

Competitive Positioning and Compensation Peer Group

The compensation committee, with guidance from its compensation consultant, develops a compensation peer group as discussed below and data from that group is supplemented with executive compensation survey data representing public technology companies that are of similar size, scope and industry to prepare a comprehensive competitive market analysis. Data collected from the market data and the peer group data form one factor in the compensation committee’s compensation deliberations.

In October 2022, the compensation committee directed its compensation consultant, Compensia, to review the compensation peer group to be used as a reference for market positioning for 2023 and for assessing competitive market practices based on volatility in our market capitalization. Compensia undertook a detailed review of the pool of U.S.-based publicly-traded companies, taking into consideration our industry sector, the size of such companies relative to our size and growth rate, and the following additional factors:

the comparability to our business model;

our consumer products and/or business services focus;

the comparability of our operating history;

the comparability of our organizational complexities and growth attributes;

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the stage of our maturity curve (which increases its likelihood of attracting the type of executive talent for whom we compete); and

the comparability of our operational performance (for consistency with our strategy and future performance expectations).

Following this review, Compensia recommended and the compensation committee subsequently approved the following compensation peer group, consisting of 21 publicly-traded technology companies. The companies comprising the compensation peer group were as follows:

ACI WorldwideLivePerson
Affirm HoldingsMarqeta
AlteryxPaymentus Holdings
Coupa SoftwarePayoneer Global
Digital TurbinePROG Holdings
DynatraceRapid7
EbixShift4 Payments
Elastic N.V.Smartsheet
Green DotSoFi Technologies
Lending ClubTaboola Software
Zendesk

This compensation peer group was used by the compensation committee in connection with its annual review of our executive compensation program in 2023. Specifically, the compensation committee reviewed the compensation data drawn from the compensation peer group, in combination with industry-specific compensation survey data from the Radford data and analytics platform, to develop a subjective representation of the “competitive market” with respect to current executive compensation levels and related policies and practices. The compensation committee then evaluated how our pay practices and the compensation levels of our executive officers compared to the competitive market.

We do not believe that it is appropriate to make compensation decisions, whether regarding base salaries or short-term or long-term incentive compensation, solely based upon benchmarking to a peer or other representative group of companies. However, the compensation committee believes that information regarding the compensation practices at other companies is useful in at least two respects. First, the compensation committee recognizes that our compensation policies and practices must be competitive in the marketplace. Second, this information is useful in assessing the reasonableness and appropriateness of individual executive compensation elements and of our overall executive compensation packages. This information is only one of several factors that the compensation committee considers, however, in making its decisions with respect to the compensation of our executive officers.

Compensation Elements

In general, rather than building compensation structures tailored to the individual executive or role, we have compensation tiers for our executive officers based on role breadth, experience, and company level impact. Each

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tier has its own range of base salary, target annual cash bonus opportunities and annual equity awards. The compensation tied to each tier is built based on aggregated market data as well as a subjective interpretation of the value the executive officer delivers to us and our short-term and long-term business objectives. Mr. Datta, our CFO, remains instrumental to our business strategy as well as the critical relationships we have with our capital markets partners. Mr. Gu, our Senior Vice President of Productco-founder and Data Science and memberChief Technology Officer, leads the development of our boardproprietary AI technology as well as the product roadmap that includes our core personal loan product, auto loan product, small dollar loan product, home equity line of directors.credit product and the exploration of several other products that are in a research and development stage. Mr. Darling, our Chief Legal Officer and Corporate Secretary, oversees all aspects of our regulatory and legal functions.

The three primary elements of our executive compensation programs are: (1) base salary, (2) annual cash bonus opportunities, and (3) long-term incentives in the form of equity awards, as described below:

Compensation Element

What This Element Rewards

Purpose and Key Features of Element

Base salaryIndividual performance, level of experience, and expected future performance and contributionsProvides a competitive level of fixed compensation determined by the market value of the position, with actual base salaries established based on the facts and circumstances of each executive officer and each individual position.
Annual cash bonusesAchievement of pre-established corporate and individual performance objectives (for 2023, the corporate performance measures were revenue from fees and adjusted EBITDA) as well as individual contributions and leadership.Motivates executive officers to drive company growth in a challenging macroeconomic environment.
Long-term incentives/equity awards

Achievement of pre-established corporate and individual performance objectives designed to enhance long-term stockholder value and attract, retain, motivate, and reward executive officers over extended periods for achieving important corporate objectives

Vesting requirements promote retention of highly-valued executive officers.

Annual equity awards that vest over a defined period of time and provide a variable “at risk” pay opportunity. Because the ultimate value of these equity awards is directly related to the market price of our common stock, and the awards are only earned over an extended period of time subject to vesting, they serve to focus our executive officers on the creation and maintenance of sustainable long-term stockholder value.

50% of the value of our executive equity awards was granted in the form of time-based RSU awards, and 50% was granted in the form of stock options to directly align their rewards with stock price growth.

Our executive officers also participate in the standard employee benefit plans available to our employees. In addition, our executive officers are eligible for post-employment (both change in control and non-change in control) severance payments and benefits under certain circumstances.

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Base Salary

We believe that a competitive base salary is a necessary element of our executive compensation program, so that we can attract and retain a world class management team that is focused on building a sustainable enterprise for the future. The compensation committee seeks to set competitive base salaries, comparable to market standards, that are equitable across the executive team based on level of impact and contributions.

The compensation committee reviews the base salaries of our executive officers, including our Named Executive Officers, annually and makes adjustments to their base salaries (or a recommendation for an adjustment in the case of our CEO) as it determines to be necessary or appropriate.

In early 2023, the compensation committee reviewed the base salaries of our executive officers, including our Named Executive Officers, taking into consideration a competitive market analysis prepared by Compensia and the recommendations of our CEO (except with respect to his own base salary), as well as the other factors described above. Following this review, the compensation committee made a recommendation to the independent members of our Board not to increase the base salary of our CEO and the decision not to increase the base salary of Mr. Darling (who joined Upstart in December 2022), but to increase the base salaries of the Messrs. Datta and Gu to remain competitive with those of our compensation peer group. The annual base salaries of our Named Executive Officers for 2023 were as follows:

Named Executive Officer

  2023 Base Salary 

Dave Girouard

  $460,000 

Sanjay Datta

  $425,000 

Paul Gu

  $425,000* 

Scott Darling

  $410,000 

*

In consideration of his Performance Award, Mr. Gu received a reduced base salary in an amount limited to the amount necessary to allow him to participate in the broad-based employee health and welfare employee benefits programs generally applicable at Upstart. Upon the cancellation of Mr. Gu’s Performance Award in February 2023, Mr. Gu’s annual base salary was reinstated at an annualized rate of $425,000.

The annual base salaries of our Named Executive Officers in 2023 are set forth in the “2023 Summary Compensation Table” below.

Annual Cash Bonuses

We use annual cash bonuses paid to motivate our executive officers, including our Named Executive Officers, to achieve our short-term financial and operational objectives while making progress towards our longer-term growth and other goals. Consistent with our executive compensation philosophy, these annual cash bonuses are intended to help us to deliver a competitive total direct compensation opportunity to our executive officers. Annual cash bonuses are entirely performance-based, are not guaranteed, and may vary materially from year-to-year.

Typically, the compensation committee establishes target annual cash bonus opportunities pursuant to a formal cash bonus plan that measures and rewards our executive officers for our actual corporate and individual performance over our fiscal year. The cash bonus plan is designed to pay above-target bonuses when we exceed our annual corporate objectives and below-target bonuses when we do not achieve these objectives.

Pursuant to the cash bonus plan for 2023 (the “2023 Executive Bonus Plan”), the compensation committee had the authority to select the performance measures and related target levels applicable to the target annual cash bonus opportunities for our executive officers. In addition, under the 2023 Executive Bonus Plan, the

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compensation committee may, in its sole discretion and at any time, increase, reduce, or eliminate a participant’s actual bonus payment, and/or increase, reduce, or eliminate the amount allocated to the bonus pool for the year. Further, the actual bonus payment may be below, at, or above a participant’s target annual cash bonus opportunity, in the compensation committee’s sole discretion. The compensation committee may determine the amount of any reduction on the basis of such factors as it deemed relevant, and it is not required to establish any allocation or weighting with respect to the factors it considers. In accordance with its authority under the 2023 Executive Bonus Plan, the compensation committee agreed with management’s proposal to apply discretion to reduce the overall funding of the bonus pool.

Target Annual Cash Bonus Opportunities

In 2023, the compensation committee reviewed the target annual cash bonus opportunities of our executive officers, including our Named Executive Officers, taking into consideration a competitive market analysis prepared by Compensia and the recommendations of our CEO (except with respect to his own target annual cash bonus opportunity), as well as the other factors described above. Following this review, the compensation committee determined that target annual cash bonus opportunities were set at competitive levels. Accordingly, the compensation committee did not make changes (or, in the case of our CEO, any recommendations for a change) to target annual cash bonus opportunities for 2023. Upon the cancellation of Mr. Gu’s Performance Award, Mr. Gu’s cash compensation, including an annual base salary of $425,000 and Mr. Gu’s eligibility to participate in the 2023 Executive Bonus Plan with a target annual target cash bonus opportunity equal to 75% of Mr. Gu’s annual base salary, was reinstated.

For 2023, the target annual cash bonus opportunities for each of our Named Executive Officers under the 2023 Executive Bonus Plan, expressed as a percentage of his annual base salary, were as follows:

Named Executive Officer

  2023 Target Annual
Cash Bonus
Opportunity (as a
percentage of base
salary)		  2023 Target Annual
Cash Bonus
Opportunity ($)		 

Dave Girouard

   100%  $460,000 

Sanjay Datta

   75%  $318,750 

Paul Gu

   75%  $318,750 

Scott Darling

   75%  $307,500 

The target annual cash bonus opportunities of our Named Executive Officers (except our CEO) were weighted 75% on corporate performance objectives and 25% on individual performance objectives. The target annual cash bonus opportunity of our CEO was weighted 100% on corporate performance objectives. The compensation committee determined this allocation to be appropriate to focus our Named Executive Officers on our short-term financial objectives as reflected in our annual operating plan while, at the same time, recognizing their contributions to the achievement of these objectives and the successful execution of their individual roles and responsibilities.

Corporate Performance Objectives

For purposes of the 2023 Executive Bonus Plan, corporate performance was determined based on two corporate performance measures: (i) annual revenue from fees and (ii) adjusted EBITDA, provided that the effects of gains and losses on sales of loans were to be disregarded when reviewing actual performance at the end of the year due to their unpredictability. For a full reconciliation for adjusted EBITDA to the most directly comparable financial measure stated in accordance with GAAP, please see our 2023 Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the SEC on February 15, 2024. The compensation committee believed these performance measures were appropriate for our business given the

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continuing criticality of profitable company growth in 2023, which it believes most directly influences long-term stockholder value creation. At the same time, the compensation committee established target performance levels for each measure that it believed to be challenging, but attainable, through the successful execution of our annual operating plan.

The minimum, target, and maximum levels of achievement for each corporate performance measure and its respective payout levels, were as follows:

Annual Revenue from Fees  Threshold
Performance
Level		   Target
Performance
Level		   Maximum
Performance
Level		 

Performance

  $507 million   $572 million   $690 million 

Payout Level

   0%    100%    200% 
Adjusted EBITDA      

Performance*

  $(59) million   $(47) million   $56 million 

Payout Level

   0%    100%    200% 

*

The target performance levels for adjusted EBITDA include management assumptions with respect to gains or losses on sales of loans for 2023.

For each corporate performance measure, the payout level was calculated based on the actual performance of such corporate performance measure. In the event of actual performance between the threshold and target, and target and maximum, performance levels, the payout level was to be calculated between each designated segment on a straight-line interpolated basis. Following the determination of the payout level of each corporate performance measure, the two payout levels were averaged to compute the combined corporate performance.

Individual Performance Objectives

In addition to the corporate performance objective, the target annual cash bonus opportunities for our executive officers, including our Named Executive Officers (other than our CEO), were also based on each executive officer’s achievement against his or her individual performance objectives. For these Named Executive Officers, payments for the individual performance component of the 2023 Executive Bonus Plan could be up to 200% of the 25% portion of each executive officer’s target annual cash bonus opportunity allocated to individual performance. Individual performance objectives for each executive officer were established at the beginning of the year in discussions with our CEO. These objectives could be quantitative or qualitative goals, depending on the organizational priorities for a given year, and typically focused on key departmental or operational objectives or functions. Most of these objectives were intended to provide a set of common goals that facilitated collaborative management and engagement, although our executive officers could also be assigned individual goals. In all cases, the individual performance objectives were intended to be challenging, but attainable, and designed to produce annual bonus payments to reflect meaningful performance requirements.

After the end of the year, the level of achievement and payment associated with each executive officer’s individual performance objectives were determined by our CEO and then submitted to the compensation committee for review and approval. In the case of our CEO, his annual cash bonus was based entirely on corporate performance objectives. Our CEO’s bonus payment was reviewed and approved by the independent members of our Board based on the recommendation of the compensation committee.

2023 Performance Results and Bonus Decisions

2023 was a difficult year where multiple macroeconomic challenges continued to impact Upstart’s business. For 2023, the actual corporate performance results for revenue from fees was $560 million and adjusted EBITDA

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was $(17) million. The average of the two payout levels (while for adjusted EBITDA, disregarding gains and losses on sales of loans) was close to a payout level of 100%. However, management proposed to the compensation committee that discretion be applied to reduce the amount of the bonus pool otherwise resulting from our actual corporate performance so that the bonus payments would be lowered. By doing so, the overall funding for bonuses would more closely correlate to our full year performance and our trajectory at the end of the year. Pursuant to the 2023 Executive Bonus Plan and in light of factors set forth in management’s proposal, the compensation committee exercised its discretion to reduce the amount allocated to the bonus pool and determined the company performance payout level to be 45%.

The compensation committee also determined, based on its review of the recommendation of our CEO (except with respect to his own target annual cash bonus opportunity), the level of achievement with respect to the individual performance objectives of each of the Named Executive Officers. Mr. Girouard’s bonus payment was based entirely on Upstart’s performance results. The bonus payments for Messrs. Datta, Gu and Darling were based on a combination of company performance and our CEO’s assessment of their performance against their respective individual performance objectives. For Mr. Datta, this included helping navigate Upstart through an extraordinary macroeconomic environment in 2023 with unprecedented capital markets, business and financial challenges. For Mr. Gu, it included continuing to spearhead our technological development regarding both improvements to our core products as well as introducing new products. For Mr. Darling, it included overseeing the legal function to best manage the company’s legal activities and minimize risk for the business.

Named Executive Officers Who Were

Eligible for 2023 Cash Bonuses

  Target
Annual
Cash Bonus
Opportunity		   Actual
Cash
Bonus
Payment		   Percentage
of Target
Annual
Cash Bonus
Opportunity
Earned		 

Dave Girouard

  $460,000   $207,000    45% 

Sanjay Datta

  $318,750   $210,551    66.06% 

Paul Gu

  $318,750   $194,195    60.92% 

Scott Darling

  $307,500   $180,656    58.75% 

The annual cash bonus payments received by our Named Executive Officers in 2023 are set forth in the “2023 Summary Compensation Table” below.

Long-Term Incentive Compensation

We use long-term incentive compensation in the form of equity awards to motivate our executive officers, including our Named Executive Officers, by providing them with the opportunity to build an equity interest in Upstart and to share in the potential appreciation of the value of our common stock. We have relied on options to purchase shares of our common stock and, beginning in 2021, RSU awards that may be settled for shares of our common stock, as the principal vehicles for delivering long-term incentive compensation opportunities to our executive officers. The compensation committee believes that because stock options provide for an economic benefit only in the event that our stock price increases over the exercise price of the option, these awards effectively align the interests of our executive officers with the interests of our stockholders and provide our executive officers with a significant incentive to manage our business from the perspective of an owner with an equity stake in the business. In addition, because RSU awards have value to the recipient even in the absence of stock price appreciation, the compensation committee believes that we are able to incentivize and retain our executive officers using fewer ordinary shares than would be necessary if we used stock options exclusively to provide an equity stake in Upstart. Since the value of RSU awards increases with any increase in the value of the underlying shares, RSU awards also provide incentives to our executive officers that are aligned with the interests of our stockholders. The compensation committee further believes these awards enable us to attract and retain key talent in our industry and align our executive officers’ interests with the long-term interests of our stockholders.

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To date, the compensation committee has 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, as part of our annual compensation review of equity awards. Generally, in determining the size of the equity awards granted to our executive officers, the compensation committee considers a competitive market analysis prepared by Compensia, the recommendations of our CEO (except with respect to his own equity award) and the other factors described above. The compensation committee also considers the existing equity holdings of each executive officer, including the current economic value of their unvested equity awards and the ability of these unvested holdings to satisfy our retention objectives. The compensation committee also considers the dilutive effect of our long-term incentive compensation practices, and the overall impact that these equity awards, as well as awards to other employees, will have on stockholder value.

2023 Equity Awards

In February 2023, the compensation committee approved annual equity awards for Messrs. Datta and Gu as incentives for future financial and individual performance, to retain such executive officers and in recognition of each person’s individual potential for future impact and contributions to Upstart. Mr. Darling was not granted an annual equity award in 2023 because he joined Upstart in December 2022 and received an equity award at that time. Our CEO’s equity awards were approved by the independent members of our Board based on the recommendation of the compensation committee.

With respect to Messrs. Datta and Gu, the equity awards consisted of both options to purchase shares of our common stock and RSU awards that may be settled for shares of our common stock. The compensation committee targeted 50% of the economic value in RSU awards and 50% in stock options (valued at approximately 1.9:1 ratio of shares subject to options versus RSUs based on the approximate underlying fair market values of the two types of equity awards) and believed that this proportion of the two types of equity awards provided the appropriate incentives for stock price performance while aligning the interests of such executives officers with the interests of our stockholders. With respect to our CEO, the compensation committee structured the equity award to consist solely of stock options in order to maximize the incentive to focus on stock price performance and create the strongest possible alignment between our CEO and the interests of our stockholders.

In addition to his equity award, Mr. Gu’s cash compensation was reinstated in February 2023 in exchange for the cancellation of the Performance Award. As previously noted, in February 2022, the compensation committee approved Mr. Gu’s Performance Award. At the time the Performance Award was granted, it was intended to be Mr. Gu’s primary compensation through 2029. Following significant macroeconomic changes in 2022 and the significant decline in Upstart’s stock price, in February 2023, the compensation committee, in consultation with our CEO, reviewed the purpose of the Performance Award and considered whether the objectives and intent of the award could still be achieved. After considering various alternatives and the pros and cons of such alternatives and after consulting with its external advisors, the compensation committee determined that such award no longer provided the intended retention and incentive value and concluded that it was in the best interests of Upstart and its stockholders to cancel the Performance Award in exchange for the reinstatement of Mr. Gu’s cash compensation, including an annual base salary of $425,000 and Mr. Gu’s eligibility to participate in Upstart’s 2023 Executive Bonus Plan with a target annual target cash bonus opportunity equal to 75% of Mr. Gu’s annual base salary. Mr. Gu agreed to these changes.

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The equity awards granted to our eligible Named Executive Officers in 2023 were as follows:

Named
Executive Officer

2023 Refresh Awards
Restricted Stock Unit Awards
(intended target annual dollar value)(1)		Stock Option Awards
(intended target annual
dollar value)(2)

David Girouard

— $7.6 million

Sanjay Datta

$3.0 million$3.0 million

Paul Gu

$3.0 million$3.0 million

(1)

The dollar values in this column were converted into RSU awards based on a 30-trading day period trailing average of Upstart’s closing stock price on The NASDAQ Global Select Market prior to the grant date on March 17, 2023 and into stock options based on a fixed ratio.

(2)

The dollar values in this column were converted into Stock Option awards based on a fixed ratio of stock options to RSUs of 1.9:1.

The equity awards granted to our Named Executive Officers in 2023 are set forth in the “2023 Summary Compensation Table” and the “2023 Grants of Plan-Based Awards Table” below.

Welfare and Health Benefits

We maintain a tax-qualified retirement savings plan under Section 401(k) of the Internal Revenue Code (the “Code”) for our employees (the “401(k) plan”), including our executive officers, who satisfy certain eligibility requirements, including requirements relating to age and length of service that provides them with an opportunity to save for retirement on a tax-advantaged basis. We intend for the 401(k) plan to qualify under Sections 401(a) and 501(a) of the Code so that contributions by employees to the 401(k) plan, and income earned on plan contributions, are not taxable to employees until distributed from the 401(k) plan. In addition, all employer contributions are deductible by us when made.

All participants’ interests in their deferrals are 100% vested when contributed under the 401(k) plan. For employee contributions in 2023, we matched up to $4,500 contributed into the 401(k) plan individual account for each employee participant.Under the 401(k) plan, pre-tax contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participants’ directions.

In addition, we provide other health and welfare benefits to our executive officers, including our Named Executive Officers, on the same basis as all of our full-time employees. These benefits include health, dental and vision benefits, health and dependent care flexible spending accounts, short-term and long-term disability insurance, accidental death and dismemberment insurance, and basic life insurance coverage. We also provide vacation and other paid holidays to all employees, including our executive officers. We do not offer any of our employees a non-qualified deferred compensation plan or pension or other defined benefit plan.

We design our employee benefits programs to be affordable and competitive in relation to the market, as well as compliant with applicable laws and practices. We adjust our employee benefits programs as needed based upon regular monitoring of applicable laws and practices, the competitive market, and our employees’ needs.

Perquisites and Other Personal Benefits

Currently, we do not view perquisites or other personal benefits as a significant component of our executive compensation program. Accordingly, we do not provide perquisites or other personal benefits to our executive officers, except as generally made available to our employees or in situations where we believe it is appropriate to assist an individual in the performance of his or her duties, to make our executive officers more efficient and

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effective, and for recruitment and retention purposes. During 2023, none of our Named Executive Officers received perquisites or other personal benefits that were, in the aggregate, $10,000 or more for each such Named Executive Officer.

In the future, we may provide perquisites or other personal benefits to our executive officers in limited circumstances, however, we do not expect that these perquisites or other personal benefits will be a significant aspect of our executive compensation program. All future practices with respect to perquisites or other personal benefits will be approved and subject to periodic review by the compensation committee.

Post-Employment Compensation

In 2020, we adopted an executive change in control and severance policy applicable to our executive officers. Pursuant to the policy, we subsequently entered into executive change in control and severance policy participation agreements with each of our executive officers, including each of our Named Executive Officers. In December 2022, the executive change in control and severance policy was amended to provide a standardized approach for providing severance payments and benefits.

Our executive change in control and severance policy requires us to provide certain payments and benefits to participants, including our Named Executive Officers, upon a qualifying termination of employment, which includes a termination of a participant’s employment without cause (excluding by reason of death or disability) or where the participant resigns for good reason, both within the three months preceding or 12 months following a change in control of Upstart or outside of such period. The receipt of these payments and benefits are contingent upon the participant’s execution, delivery, and non-revocation of a release and waiver of claims satisfactory to us following the separation from service.

We believe that the executive change in control and severance policy serves several objectives. First, it eliminates the need to negotiate separation payments and benefits on a case-by-case basis. It also helps assure an executive officer that his or her severance payments and benefits are comparable to those of other executive officers with similar levels of responsibility and tenure. Further, it acts as an incentive for our executive officers to remain employed and focused on their responsibilities during the threat or negotiation of a change-in-control transaction, which preserves our value and the potential benefit to be received by our stockholders in the transaction. Finally, the change in control and severance policy is easier for us to administer, as it requires less time and expense.

The executive change in control and severance policy contemplates that the payments and benefits in the event of a change in control of Upstart are payable only upon a “double trigger”; that is, only following a change in control and a qualifying termination of employment, including a termination of employment without cause (excluding by reason of death or disability) or a resignation for good reason, and in each case requires that the participant execute a release of claims in our favor.

In the event of a change in control of Upstart, to the extent that any of the amounts provided for under the executive change in control and severance policy would constitute a “parachute payment” within the meaning of Section 280G of the Code and could be subject to the related excise tax under Section 4999 of the Code, a participant will receive such payment as would entitle him or her to receive the greatest after-tax benefit, even if it means that we pay the executive officer a lower aggregate payment so as to minimize or eliminate the potential excise tax imposed by Section 4999 of the Code.

For a summary of the material terms and conditions of the executive change in control and severance policy, as well as an estimate of the amounts payable to our Named Executive Officers under their respective participation agreements, see “—Potential Payments upon Termination or Change in Control” below. A copy of the Amended and Restated Change in Control and Severance Policy is filed as an exhibit to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

44

Other Compensation Policies

Compensation Recovery Policy

Effective as of December 1, 2023, our Board adopted a compensation recovery policy, a copy of which is filed as an exhibit to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. The compensation recovery policy is intended to further the Company’s pay-for-performance philosophy and to comply with applicable SEC and Nasdaq requirements by providing for the reasonably prompt recovery (i.e., a “clawback”) of certain executive compensation in the event of an accounting restatement. The application of the compensation recovery policy to executive officers is not discretionary, with limited exceptions, and applies without regard to whether an executive officer was at fault.

Derivatives Trading, Hedging, and Pledging Policies

Under our insider trading policy, our employees, including our executive officers, and the non-employee members of our Board are prohibited from engaging in short sales, trading in derivative securities (other than stock options, RSU awards, and other compensatory awards granted to such individuals by us) or engaging in hedging transactions, pledging our securities as collateral for a loan (except for, in the case of our executive officers and the non-employee members of our Board and only with respect to pledging, with a waiver of this prohibition from our Chief Legal Officer and the chair of our Nominating and Corporate Governance Committee), and holding our securities in a margin account.

Tax and Accounting Considerations

Deductibility of Executive Compensation

Section 162(m) of the Code generally limits the amount a public company may deduct for federal income taxes purposes for compensation paid to its chief executive officer, chief financial officer, and certain other executive officers up to $1 million per executive office per year, subject to certain exceptions. Prior to our becoming a public company, our Board had not previously taken the deductibility limit imposed by Section 162(m) into consideration in setting compensation for the covered executive officers. As a publicly-traded company, the compensation committee is mindful of the benefits of full deductibility of compensation, and intends to operate our executive compensation program to be most efficient and effective for our stockholders.

The compensation committee believes it is important to maintain cash and equity incentive compensation at the requisite level to attract and retain the individuals essential to our financial success. As such, the compensation committee may award compensation to covered executive officers that is not deductible as a result of Section 162(m) if it determines doing so to be in the best interests of the Company and our stockholders.

Taxation of Nonqualified Deferred Compensation

Section 409A of the Code requires that amounts that qualify as “nonqualified deferred compensation” satisfy requirements with respect to the timing of deferral elections, timing of payments, and certain other matters. Generally, the compensation committee intends to administer our executive compensation program and design individual compensation elements, as well as the compensation plans and arrangements for our employees generally, so that they are either exempt from, or satisfy the requirements of, Section 409A. From time to time, we may be required to amend some of our compensation plans and arrangements to ensure that they are either exempt from, or compliant with, Section 409A.

Taxation of “Parachute” Payments

Sections 280G and 4999 of the Code provide that executive officers and the non-employee members of our Board who hold significant equity interests and certain other service providers may be subject to additional

45

excise taxes if they receive payments or benefits in connection with a change in control of Upstart that exceeds certain prescribed limits, and that we (or a successor) may forfeit a deduction on the amounts subject to this additional tax. We did not provide any executive officer, including any Named Executive Officer, with a “gross-up” or other tax payment or reimbursement for any tax liability that he or she might owe as a result of the application of Sections 280G or 4999 during 2023 and we have not agreed and are not otherwise obligated to provide any executive officer, including any Named Executive Officer, with such a “gross-up” or other payment or reimbursement.

Accounting for Stock-Based Compensation

The compensation committee takes accounting considerations into account in designing compensation plans and arrangements for our executive officers and other employees. Chief among these is FASB ASC Topic 718, the standard which governs the accounting treatment of stock-based compensation awards.

FASB ASC Topic 718 requires us to recognize in our financial statements all share-based payment awards to employees, including grants of options to purchase shares of our common stock and RSU awards that may be settled for shares of our common stock to our executive officers, based on their fair values. With respect to stock options, the application of FASB ASC Topic 718 involves significant amounts of judgment in the determination of inputs into the Black-Scholes valuation model that we use to determine the fair value of stock options. These inputs include assumptions as to the volatility of the underlying stock, risk free interest rates, and the expected life (term) of the options. We review our valuation assumptions at each grant date, and, as a result, our valuation assumptions used to value stock options granted in future periods may vary from the valuation assumptions we have used previously.

FASB ASC Topic 718 also requires us to recognize the compensation cost of our share-based payment awards in our income statement over the period that an employee, including our executive officers, is required to render service in exchange for the award (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.

46

Report of the Compensation Committee

The compensation committee of the Board has reviewed and discussed with management the Compensation Discussion and Analysis provided above. Based on its review and discussions, the compensation committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and the Annual Report on Form 10-K for our fiscal year ended December 31, 2023.

The compensation committee of the Board:

Kerry W. Cooper (Chairperson)

Sukhinder Singh Cassidy

This report of the compensation committee is required by the SEC and, in accordance with the SEC’s rules, will not be deemed to be part of or incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act or under the Exchange Act, except to the extent that we specifically incorporate this information by reference, and this report and the information contained therein will not otherwise be deemed “soliciting material” or “filed” under either the Securities Act or the Exchange Act or be subject to Regulation 14A or Regulation 14C (other than as provided in Item 407 of Regulation S-K) or to the liabilities of Section 18 of the Exchange Act.

47

2023 Summary Compensation Table

The following table provides information regarding the compensation earned by or paid to our named executive officers with respect toofficers. Compensation information is provided for our CEO, CFO and CTO for the fiscal years ended December 31, 2020.2023, 2022 and 2021. Compensation information for our Chief Legal Officer and Corporate Secretary is provided for the fiscal years ended December 31, 2023 and 2022.

 

Name and Principal Position

  Fiscal
Year		   Salary
($)		   Option
Awards
($)(1)		   Non-Equity
Incentive Plan
Compensation
($)(2)		   All Other
Compensation
($)		   Total ($) 

Dave Girouard(3)

   2020    396,667    8,030,055    337,000    —      8,763,722 

Chief Executive Officer

   2019    360,000    —      —      —      360,000 

Sanjay Datta

   2020    397,917    1,115,300    339,000    —      1,852,217 

Chief Financial Officer

   2019    375,000    384,525    189,000      948,525 

Paul Gu(3)

   2020    390,000    1,115,300    332,000    —      1,837,300 

SVP, Product and Data Science

   2019    269,773    384,525    145,677    —      799,975 

Name and Principal
Position

 Fiscal
Year		 Salary
($)		  Bonus
($)		  Option
Awards
($)(1)		  Stock
Awards
($)(1)		  Non-Equity
Incentive Plan
Compensation
($)(2)		  All Other
Compensation
($)(3)		  Total ($) 

Dave Girouard(4)

 2023  460,000   —    6,448,630   —    207,000   —    7,115,630 

Chief Executive Officer

 2022  460,000   —    4,744,281   4,404,924   —    —    9,609,205 
 2021  455,000   —    7,830,650   6,670,283   — (5)   —    14,955,933 

Sanjay Datta

 2023  425,000   —    2,550,012   2,552,518   210,551   3,417   5,741,498 

Chief Financial Officer

 2022  410,000   —    3,628,870   7,354,996   123,000   4,500   11,521,367 
 2021  409,167   —   3,739,216   3,183,615   591,000   2,250   7,925,248 

Paul Gu(4)

 2023  425,000   —    2,548,468   2,552,518   194,195   4,500   5,724,681 

Chief Technology Officer

 2022  80,833   —    —    51,760,676(6)   —    4,500   51,846,009 
 2021  409,167   —   3,739,216   3,183,615   591,000   2,250   7,925,248 

Scott Darling(7)

 2023  410,000   92,603(9)   —    —    180,656   4,500   687,759 

Chief Legal Officer and Corporate Secretary

 2022  37,583(8)   7,397(9)   3,088,742   2,619,120   —    —    5,752,842 

 

(1)

The amount reporteddollar value of the RSU awards shown in the “Stock Awards” column represents the aggregate grant-dategrant date fair value calculated on the basis of the fair market value of the underlying shares of common stock on the grant date in accordance with FASB ASC Topic 718; provided that the dollar value of the performance-based restricted stock units granted to Mr. Gu in 2022 represents the grant date fair value calculated on the basis of a Monte Carlo simulation pursuant to assumptions set forth in note 9 to our consolidated financial statements included in our Annual Report on Form 10-K filed on February 17, 2023. The dollar value of the stock options awarded tooption awards shown in the named executive officer in 2020,“Option Awards” column represents the grant date fair value calculated in accordance with FASB ASC Topic 718, “Compensation - Stock Compensation.” Such grant-date fair value does not take into account any estimated forfeitures related to vesting conditions.718. The assumptions used in calculating the grant-date fair value of the stock options reported in thisthe “Option Awards” column are set forth in Note 10the notes to our consolidated financial statements included in our Annual Report on Form 10-K filed on March 18, 2020. TheseFebruary 15, 2024. The actual value that the named executive officer will realize on each RSU or option award will depend on the price per share of our shares of common stock at the time shares underlying the RSUs or options are sold. Accordingly, these amounts do not reflectnecessarily correspond to the actual economic value recognized or that may be realizedrecognized by theour named executive officer.officers.

(2)

The amounts reported for 20202023 represent the amounts earned by the named executive officers in calendar year 20202023 under Upstart’s 20202023 Bonus Plan, as described in more detail below under “2020in the section titled “Compensation Discussion and Analysis – Target Bonus Plan.Opportunities.” The amounts reported for 20192022 and 2021 represent the amounts earned by the named executive officers in calendar year 2019years 2022 and 2021 under Upstart’s 20192022 Bonus Plan.Plan and Upstart’s 2021 Bonus Plan, respectively.

(3)

The amounts reflect employer matching contributions under our Section 401(k) plan.

(4)

Mr. Girouard and Mr. Gu serve on our board of directorsBoard but are not paid additional compensation for such service.their service on our Board.

(5)

Mr. Girouard declined a bonus in 2021 so that the money could be reinvested in Upstart.

48

(6)

As discussed in the section titled “Compensation Discussion and Analysis – Long-Term Incentive Compensation – 2023 Equity Awards,” Mr. Gu’s Performance Award was canceled in 2023, so Mr. Gu will never benefit from it, despite the requirement that it be disclosed.

(7)

Mr. Darling was appointed as Chief Legal Officer and Corporate Secretary, effective as of December 5, 2022.

(8)

The amount reflects the prorated salary that Mr. Darling earned in 2022. Mr. Darling’s annual salary is $410,000.

(9)

The amounts reflect the prorated signing bonus that Mr. Darling earned in 2022 and 2023. Mr. Darling received a signing bonus in the amount of $100,000 when he joined Upstart in 2022. If Mr. Darling’s employment with the Company was terminated voluntarily during a 12-month period from the start date of his employment, Mr. Darling would have been required to repay a prorated portion of the signing bonus to the Company. The 12-month period expired in 2023.

2023 Grants of Plan-Based Awards

The following table presents information regarding the incentive awards granted to the named executive officers for 2023.

      Estimated Future Payouts Under
Non-Equity Incentive Plan
Awards(1)		  Estimated Future Payouts Under
Equity Incentive Plan
Awards		  All Other
Stock Awards:
Number of
Shares of
Stock or Units
(#)		  All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)		  Exercise or
Exercise or
Base Price
of Option
Awards
($/sh)(2)		  Grant Date
Fair Value
of Stock
and Option
Awards ($)(3)		 

Name

 Grant
Date		 Approval
Date		 Threshold
($)		  Target
($)		  Maximum
($)		  Threshold
(#)		  Target
(#)		  Maximum
(#)		 

Dave Girouard

 —  3/16/2023  —    460,000   920,000   —    —    —    —    —    —    —  

 

 3/17/2023(4) 2/24/2023  —    —    —    —    —    —    —    806,704  15.23  6,448,630 

Sanjay Datta

 —  3/16/2023  —    318,750   637,500   —    —    —    —    —    —    —  
 3/17/2023(5) 2/24/2023  —    —    —    —    —    —    167,598   —    —    2,552,518 

 

 3/17/2023(4) 2/24/2023  —    —    —    —    —    —    —    318,436   15.23   2,550,012 

Paul Gu

 —  3/16/2023  —    318,750   637,500   —    —    —    —    —    —    —  
 3/17/2023(5) 2/24/2023  —    —    —    —    —    —    167,598   —    —    2,552,518 

 

 3/17/2023(4) 2/24/2023  —    —    —    —    —    —    —    318,436   15.23   2,548,468 

Scott Darling

 —  3/16/2023  —    307,500   615,000   —    —    —    —    —    —    —  

(1)

Amounts in the “Estimated Payouts Under Non-Equity Incentive Plan Awards” columns relate to cash incentive opportunities under our 2023 Bonus Plan based upon the combined achievement of individual and corporate performance goals over fiscal year 2023. Under the 2023 Bonus Plan, payments are determined by multiplying each participant’s target bonus by (i) a factor determined by individual performance, capped at 200%, and (ii) a factor determined by the achievement of the corporate performance goals, capped at 200%. The actual amounts paid to our named executive officers are set forth in the “2023 Summary Compensation Table” above, and the calculation of the actual amounts paid is discussed more fully in the section titled “Compensation Discussion and Analysis – Target Annual Cash Bonus Opportunities.”

(2)

The exercise price of the stock options is the closing price of our common stock on the date of grant.

(3)

The dollar value of the RSU awards shown in the “Stock Awards” column represents the grant date fair value calculated on the basis of the fair market value of the underlying shares of common stock on the grant date in accordance with FASB ASC Topic 718. The dollar value of the stock option awards shown in the “Option Awards” column represents the grant date fair value calculated in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the stock options reported in the “Option Awards” column are set forth in the notes to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 as filed with the SEC on February 15, 2024. The actual value that the named executive officer will realize on each RSU or option award will depend on the price per share of our shares of common stock at the time shares underlying the RSUs or options are sold. Accordingly, these amounts do not necessarily correspond to the actual value recognized or that may be recognized by our named executive officers.

49

(4)

One-forty eighth of the shares subject to the option shall vest on March 20, 2023 and each one-month period thereafter, subject to continued service with us through each such date.

(5)

These securities are RSUs. Each RSU represents a contingent right to receive one share of our common stock. One-sixteenth of the RSUs shall vest on May 20, 2023 and each three-month period thereafter, subject to continued service with us through each such date.

Outstanding Equity Awards at 2020 2023 Year-End

The following table presents information regarding outstanding equity awards held by our named executive officers as of December 31, 2020.2023.

 

  Option Awards   Option Awards Stock Awards     

Name

  Grant
Date(1)		 Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable		   Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable		   Option
Exercise
Price ($)(2)		   Option
Expiration
Date		 Grant
Date(1)		 Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable		 Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable		 Option
Exercise
Price ($)(2)		 Option
Expiration
Date		 Number of
Shares or
Units
of Stock
That Have
Not Vested
(#)		 Market
Value of
Shares
That
Have
Not
Vested
($)(3)		 Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
(#)		 Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That Have
Not Vested
($)(3)		 

Dave Girouard

  September 20, 2016(3)  1,251,745    —     $0.83   September 20, 2026  9/20/2016   1,251,745   —    0.83   9/20/2026   —    —    —    —  
  November 6, 2020(4)  58,928    491,072   $18.44   November 6, 2030 11/6/2020   550,000   —    18.44   11/6/2030   —    —    —    —  
 3/20/2021(4)   91,273  15,213   125.28   3/20/2031   —    —    —    —  
 3/20/2021(5)   —    —    —    —    10,649   435,118   —    —  
 2/20/2022(6)   —    74,515   130.05   2/20/2032   —    —    —    —  
 2/20/2022(7)   —    —    —    —    33,871   1,383,969   —    —  
 3/17/2023(8)   168,063   638,641   15.23   3/17/2033   —    —    —    —  

Sanjay Datta

  December 28, 2016(5)  637,346    13,561   $1.35   December 28, 2026  12/28/2016   602,607   —    1.35   12/28/2026   —    —    —    —  
 12/28/2016   18,739   —    1.35   12/28/2026   —    —    —    —  
 12/18/2017   100,000   —    2.15   12/18/2027   —    —    —    —  
 3/29/2019   150,000   —    3.80   3/29/2029   —    —    —    —  
 1/31/2020   200,000   —    8.88   1/31/2030   —    —    —    —  
 3/20/2021(4)   43,563   7,261   125.28   3/20/2031   —    —    —    —  
 3/20/2021(5)   —    —    —    —    5,083   207,691   —    —  
  December 28, 2016(6)  85,535    14,604   $1.35   December 28, 2026 2/20/2022(6)   —    57,027   130.05   2/20/2032   —    —    —    —  
  December 18, 2017(7)  72,916    27,084   $2.15   December 18, 2027 2/20/2022(7)   —    —    —    —    25,922   1,059,173   —    —  
  March 29, 2019(8)  —      150,000   $3.80   March 29, 2029 11/30/2022(9)   —    —    —    —    101,889   4,163,185   —    —  
  January 31, 2020(9)  —      200,000   $8.88   January 31, 2030 3/17/2023(8)   66,340   252,096   15.23   3/17/2033   —    —    —    —  
 3/17/2023(10)   —    —    —    —    136,174   5,564,070   —    —  

Paul Gu

  August 21, 2012(10)  116,876    —     $0.15   August 21, 2022  6/19/2014   10,000   —    0.43   6/19/2024   —    —    —    —  
  May 23, 2013(11)  300,000    —     $0.23   May 23, 2023 1/14/2015   200,000   —    0.60   1/14/2025   —    —    —    —  
  June 19, 2014(12)  270,000    —     $0.43   June 19, 2024 12/18/2015   250,000   —    1.17   12/18/2025   —    —    —    —  
  January 14, 2015(13)  200,000    —     $0.60   January 14, 2025 6/24/2016   300,000   —    1.17   6/24/2026   —    —    —    —  
  December 18, 2015(14)  250,000    —     $1.17   December 18, 2025 12/18/2017   130,792   —    2.15   12/18/2027   —    —    —    —  
  June 24, 2016(15)  300,000    —     $1.17   June 24, 2026 3/29/2019   137,500   —    3.80   3/29/2029   —    —    —    —  
  January 9, 2017(16)  144,791    5,209   $1.35   January 9, 2027 1/31/2020   200,000   —    8.88   1/31/2030   —    —    —    —  
  December 18, 2017(17)  145,833    54,167   $2.15   December 18, 2027 3/20/2021(4)   43,563  7,261   125.28   3/20/2031   —    —    —    —  
  March 29, 2019(18)  —      150,000   $3.80   March 29, 2029 3/20/2021(5)   —    —    —    —    5,083   207,691   —    —  
  January 31, 2020(19)  —      200,000   $8.88   January 31, 2030 11/30/2022(11)   —    —    —    —    126,329   5,161,803   —    —  
 3/17/2023(8)   66,340   252,096   15.23   3/17/2033   —    —    —    —  
 3/17/2023(10)   —    —    —    —    136,174   5,564,070   —    —  

50

    Option Awards Stock Awards       

Name

 Grant
Date(1)		 Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable		  Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable		  Option
Exercise
Price ($)(2)		  Option
Expiration
Date		 Number of
Shares or
Units
of Stock
That Have
Not Vested
(#)		  Market
Value of
Shares
That
Have
Not
Vested
($)(3)		  Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
(#)		  Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That Have
Not Vested
($)(3)		 

Scott Darling

 12/31/2022(12)  98,964  326,896   13.22  12/31/2032  —    —    —    —  
 12/31/2022(13)  —    —    —   —   148,589   6,071,347   —    —  

 

(1)

Each of the outstanding equity awards listed in the table above was granted pursuant to our 2012 Equity Incentive Plan or 2020 Equity Incentive Plan.

(2)

This column represents the fair market value of a share of our common stock on the grant date, as determined byin accordance with our board of directors.2012 Equity Incentive Plan or 2020 Equity Incentive Plan, as applicable.

(3)

The sharesThese columns represent the market value of a share of our common stock underlying this option vest, subject to Mr. Girouard’s continued rolethe RSUs as a service provider to us, in 48 equal monthly installments beginningof December 29, 2023, based on October 1, 2016.the closing price of our common stock of $40.86 per share.

(4)

TheOne-fourteenth of the shares underlying this option vest, subject to Mr. Girouard’sthe option shall vest on January 20, 2023 and each one-month period thereafter, subject to continued role as a service provider towith us in 28 equal monthly installments beginning on October 1, 2020.through each such date.

(5)

The shares underlying this optionThese securities are RSUs. Each RSU represents a contingent right to receive one share of our common stock. One-fifth of the RSUs shall vest on February 20, 2023 and each three-month period thereafter, subject to Mr. Datta’s continued role as a service provider towith us as to 1/4th of the total shares on January 1, 2018 with 1/48th of the total shares vesting monthly thereafter.through each such date.

(6)

TheOne-twelfth of the shares underlying this option vest, subject to Mr. Datta’sthe option shall vest on March 20, 2024 and each one-month period thereafter, subject to continued role as a service provider towith us as to1/4th of the total shares on July 1, 2018 with 1/48th of the total shares vesting monthly thereafter.through each such date.

(7)

The shares underlying this optionThese securities are RSUs. Each RSU represents a contingent right to receive one share of our common stock. One-fourth of the RSUs shall vest on May 20, 2024 and each three-month period thereafter, subject to Mr. Datta’s continued role as a service provider towith us in 48 equal monthly installments beginning on February 1, 2018.through each such date.

(8)

TheOne-forty eighth of the shares underlying this option vest, subject to Mr. Datta’sthe option shall vest on March 20, 2023 and each one-month period thereafter, subject to continued role as a service provider towith us in 12 equal monthly installments beginning on February 1, 2021.through each such date.

(9)

The shares underlying this optionThese securities are RSUs. Each RSU represents a contingent right to receive one share of our common stock. 12.5% of the RSUs shall vest on February 20, 2023 and each three-month period thereafter in 2023, 7.5% of the RSUs shall vest on February 20, 2024 and each three-month period thereafter in 2024, and 5% of the RSUs shall vest on February 20, 2025 and each three-month period thereafter in 2025, subject to Mr. Datta’s continued role as a service provider towith us in 12 equal monthly installments beginning on February 1, 2022.through each such date.

(10)

The shares underlying this optionThese securities are RSUs. Each RSU represents a contingent right to receive one share of our common stock. One-sixteenth of the RSUs shall vest on May 20, 2023 and each three-month period thereafter, subject to Mr. Gu’s continued role as a service provider towith us as to 1/4th of the total shares on September 1, 2013 with 1/48th of the total shares vesting monthly thereafter.through each such date.

(11)

The shares underlying this optionThese securities are RSUs. Each RSU represents a contingent right to receive one share of our common stock. 11.25% of the RSUs shall vest on February 20, 2023 and each three-month period thereafter in 2023, 8.75% of the RSUs shall vest on February 20, 2024 and each three-month period thereafter in 2024, and 5% of the RSUs shall vest on February 20, 2025 and each three-month period thereafter in 2025, subject to Mr. Gu’s continued role as a service provider towith us as to 1/4th of the total shares on May 1, 2014 with 1/48th of the total shares vesting monthly thereafter.through each such date.

(12)

TheOne forty-eighth of the shares underlying this option vest, subject to Mr. Gu’sthe option shall vest on January 20, 2023 and each one-month period thereafter, subject to continued role as a service provider towith us as to 1/4th of the total shares on April 1, 2015 with 1/48th of the total shares vesting monthly thereafter.through each such date.

(13)

The shares underlying this optionThese securities are RSUs. Each RSU represents a contingent right to receive one share of our common stock. One-sixteenth of the RSUs shall vest on February 20, 2023 and each three-month period thereafter, subject to Mr. Gu’s continued role as a service providerwith us through each such date.

51

Option Exercises and Stock Vested in 2023

The following table sets forth the number of shares of common stock acquired during 2023 by our named executive officers upon the exercise of stock options or upon the vesting of RSUs, as well as the value realized upon such equity award transactions.

   Option Awards  Stock Awards 

Name

  Number of
Shares
Acquired on
Exercise (#)		   Value
Realized on
Exercise ($)(1)		  Number of
Shares
Acquired
on Vesting (#)		   Value
Realized
on Vesting ($)		 

Dave Girouard

   —     —    42,594   1,054,627

Sanjay Datta

   89,900    1,330,504(2)   153,641   3,871,619

Paul Gu

   120,000    3,561,698   155,113   3,908,066 

Scott Darling

   10,000   275,842  49,529   1,226,345

(1)

The aggregate value realized is the product of the number of shares of stock subject to us, in 48 equal monthly installments beginning on February 1, 2015.the exercised option multiplied by the difference between the market price of our common stock at the time of exercise and the exercise price of the option.

(14)(2)

TheLess than all shares underlying this option vest, subjectreceived upon exercise have been sold, and therefore Mr. Datta has not received the full amount listed with respect to Mr. Gu’s continued role as a service provider to us, in 48 equal monthly installments beginning on February 1, 2016.

(15)

Thethe shares underlying this option vest, subject to Mr. Gu’s continued role as a service provider to us, in 48 equal monthly installments beginning on August 1, 2016.

(16)

The shares underlying this option vest, subject to Mr. Gu’s continued role as a service provider to us, in 48 equal monthly installments beginning on February 1, 2017.

(17)

The shares underlying this option vest, subject to Mr. Gu’s continued role as a service provider to us, in 48 equal monthly installments beginning on February 1, 2018.

(18)

The shares underlying this option vest, subject to Mr. Gu’s continued role as a service provider to us, in 12 equal monthly installments beginning on February 1, 2021.

(19)

The shares underlying this option vest, subject to Mr. Gu’s continued role as a service provider to us, in 12 equal monthly installments beginning on February 1, 2022.acquired upon exercise.

Potential Payments upon Termination or Change in Control

In October 2020, our board of directors approvedPursuant to our Executive Change in Control and Severance Policy, as amended (the “Severance“CIC Policy”). Each of our named executive officers participates in the Severance Policy. Pursuant to our Severance Policy,, if, within the 3 monththree-month period prior to, or the 12 month12-month period following, a “change in control” (as defined in the SeveranceCIC Policy) (the “Change in Control Period”), we terminate the employment of an executive without “cause” (excluding death or disability) or the executive resigns for “good reason” (as such terms are defined in the applicable agreement)CIC Policy), and within 60 days following such termination, the executive executes a waiver and release of claims in our favor that becomes effective and irrevocable (the “Release Requirement”), the executive will be entitled to receivereceive: (i) a lump sum payment equal to 12 months of the executive’s then current annual base salary, (ii) a lump sum payment equal to 100% of the executive’s target annual bonus amount for the year of termination (provided such amount will be prorated based on days of service during the applicable bonus period with respect to Messrs. Datta and Gu), (iii) reimbursement of premiums to maintain group health insurance continuation benefits pursuant to “COBRA” for the executive and the executive’s respective eligible dependents for up to 12 months, and (iv) vesting acceleration as to 100% of the then-unvested shares subject to each of the executive’s then outstanding equity awards (and in the case of awards with performance vesting, unless the applicable award agreement governing such award provides otherwise, all performance goals and other vesting criteria will be deemed achieved at target or as earned (determined on a pro rata basis)) if greater.greater; provided that if an executive’s termination occurs prior to the 12-month anniversary of the start date with us, any payment, reimbursement or vesting acceleration described in clauses (i) through (iv) are prorated based on days of service of such executive during the applicable period.

Pursuant to the SeveranceCIC Policy, if, outside of the Change in Control Period, we terminate the employment of an executive without “cause” (excluding death or disability) or the executive resigns for “good reason” (as such terms are defined in the CIC Policy), and the executive satisfies the Release Requirement, the executive is entitled to receive: (i) continuing payments of severance pay at a rate equal to the executive’s then current annual base salary for up to 12 months (or such shorter period as set forth in the applicable executive’s CIC Policy participation agreement), and (ii) payment of premiums to maintain group health insurance continuation benefits pursuant to “COBRA” for the executive and the executive’s respective eligible dependents for up to 12 months (or such shorter period as set forth in the applicable executive’s CIC Policy participation agreement); provided that if an executive’s termination occurs prior to the 12-month anniversary of the executive’s start date with us, the length of the applicable period under clauses (i) and (ii) is reduced by 50%.

52

Pursuant to the CIC Policy, in the event any payment to an executive would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code as amended (the “Code”) (as a result of a payment being classified as a parachute payment under Section 280G of the Code), the executive will receive such payment as would entitle the executive to receive the greatest after-tax benefit, even if it means that we pay the executive a lower aggregate payment so as to minimize or eliminate the potential excise tax imposed by Section 4999 of the Code.

2020 Bonus Plan

Our board of directors adopted an annual bonus plan for calendar year 2020 with goals based on first half and whole year achievement. Due to challenges presented to the business by COVID-19, the first half goals were not achieved and in August 2020 the Compensation Committee modified the 2020 Bonus Plan to provide forThe following table describes the potential for achievement based on achievement of revised goals in the second half of 2020; this revised approach is described below as our 2020 Bonus Plan. Our NEOs were all participants in the 2020 Bonus Plan. The 2020 Bonus Planpayments that would have been provided for non-equity incentive compensation based upon the combined achievement of individual and corporate performance goals over the second half of calendar year 2020. The corporate performance goal under the 2020 Bonus Plan was based on revenue attainment versus a target.

Under the 2020 Bonus Plan, bonus payments were determined by multiplying each participant’s target bonus by (i) a factor determined by individual performance, capped at 170%, and (ii) a factor determined by the achievement of the corporate performance goals as discussed below, capped at 100%. We refer to the attainment of such factors as individual and corporate multipliers, respectively.

The individual multiplier was based on achievement of individual goals over calendar year 2020. The individual multiplier scaled from 0% to 170% depending on our assessment of individual performance; each of our named executive officers pursuant to the CIC Policy in the event that they were terminated without “cause” (excluding death or disability) or resigned for “good reason” (as such terms are defined in the CIC Policy) outside of, and within the Change in Control Period, assuming such termination occurred on December 31, 2023 and the Release Requirement was determined to have performed at a level that resulted in 170% achievement.satisfied.

The corporate multiplier was based on the achievement of revenue attainment goals for the second half of calendar year 2020. Achievement started at 0% for attainment below approximately 76% of the revised second half 2020 target, scaling linearly to 50% achievement at 100% of the revised second half 2020 target, and then scaling linearly to 100% achievement at or above approximately 132% of the revised second half 2020 target. In January 2021, our compensation committee reviewed achievement of approximately 153% of the second half 2020 target and approved a corporate multiplier of 100%.

   Termination without Cause or
Resignation for Good Reason
Outside of the Change in
Control Period		   Termination without Cause or Resignation for Good Reason
Within the Change in Control Period		 

Named Executive
Officer

  Salary
Severance
($)		   Value of
Continued
Health
Coverage
($)(1)		   Total ($)   Salary
Severance
($)		   Bonus
Severance
($)		   Value of
Continued
Health
Coverage
($)(1)		   Value of
Equity
Acceleration
($)(2)		   Total ($) 

Dave Girouard

   460,000    29,070    489,070    460,000    460,000    29,070    18,187,456    19,136,526 

Sanjay Datta

   425,000    29,070    454,070    425,000    318,750    29,070    17,455,339    18,228,159 

Paul Gu

   425,000    28,614    453,614    425,000    318,750    28,614    17,394,784    18,167,149 

Scott Darling

   410,000    29,070    439,070    410,000    307,500   29,070    15,106,752    15,853,322 

The 2020 Bonus Plan required a participant’s continued employment through the bonus payment date in order to receive a bonus payment for the applicable performance period.

(1)

The amounts reported in these columns represent estimates of the premiums to maintain group health insurance continuation benefits pursuant to COBRA for the executive and the executive’s respective eligible dependents for 12 months. The amounts presented are based on estimates for maintaining group health insurance continuation benefits under our 2023 health insurance plans.

(2)

The value of the accelerated RSUs in this table are calculated by multiplying the number of shares subject to acceleration by the closing price of our common stock on December 29, 2023, which was $40.86 per share. The value of the accelerated stock options is calculated by multiplying (x) the number of shares subject to acceleration for each stock option by (y) the closing price per share minus the applicable exercise price per share.

Policy Regarding Employee, Officer and Director Hedging

We have an insider trading policy, which, among other things, prohibits our directors, officers, employees, consultants and other service providers (and their respective family and household members) from engaging in short sales, derivative securities transactions, including hedging, or having a margin account with respect to our securities. In addition, no such person may pledge our securities as collateral for a loan except for members of the Board or useexecutive officers that demonstrate the financial capacity to repay the loan without resorting to the pledged securities and receive a waiver, as determined by the Chairperson of our securitiesnominating and corporate governance committee and our Chief Legal Officer.

53

Pay Ratio Analysis
Pursuant to Item 402(u) of Regulation
S-K,
we are required to disclose the ratio of the annual total compensation of our principal executive officer to the median of the annual total compensation of all our employees (except our principal executive officer). During 2023, the principal executive officer of the Company was our CEO, Mr. Girouard. For 2023, Mr. Girouard’s annual total compensation, as collateraldisclosed in the 2023 Summary Compensation Table, was $7,115,630 and the median of the annual total compensation of all our employees was $191,700, resulting in a margin account withoutpay ratio of approximately 37:1. In accordance with Item 402(u) of Regulation
S-K,
we identified the median employee as of December 1, 2023 by (i) aggregating for each applicable employee (A) annual base salary for salaried employees (or hourly rate multiplied by the estimated annual work schedule, for hourly employees), (B) the target annual incentive compensation and (C) the estimated grant date fair value for employee equity awards granted in 2023 in accordance with FASB ASC Topic 718, as of December 1, 2023 and (ii) ranking this compensation measure for our prior written consent.

Equityemployees from lowest to highest. We annualized the compensation of permanent employees that worked for less than the full year. This calculation was performed for all employees of the Company as of December 1, 2023, excluding Mr. Girouard. After identifying the median employee, we calculated annual total compensation for the median employee according to the methodology used to report the annual compensation of our Named Executive Officers in the Summary Compensation PlanTable.

The pay ratio documented above is calculated in a manner consistent with SEC rules based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Therefore, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios. As a result, and as explained by the SEC when it adopted these rules, in considering the pay ratio disclosure, stockholders should keep in mind that the rule was not designed to facilitate comparisons of pay ratios among different companies, even companies within the same industry, but rather to allow stockholders to better understand and assess each particular company’s compensation practices and pay ratio disclosures.
Pay Versus Performance
The following table sets forth the compensation for Dave Girouard, our CEO and principal executive officer (“PEO”), and the average compensation for our
non-PEO
Named Executive Officers
(“non-PEO
NEOs”) for 2023, 2022, 2021 and 2020 (each a “Covered Year”), both as reported in the Summary Compensation Table and with certain adjustments to reflect the “compensation actually paid” to such individuals, as calculated in accordance with rules adopted by the SEC. “Compensation actually paid” does not reflect amounts actually realized by our PEO and
Non-PEO
NEOs and may be higher or lower than amounts, if any, that are actually realized by such individuals. The table below also provides information for each Covered Year regarding our cumulative total shareholder return, the cumulative return of our peer group, our net income, and our revenue. Additional information regarding our compensation philosophy, the structure of our performance-based compensation programs, and compensation decisions made this year is described above in the section titled
“Compensation Discussion and Analysis.”
Year
 
Summary
Compensation
Table Total
for PEO ($)
  
Compensation
Actually Paid to
PEO ($)
(1)(2)
  
Average
Summary
Compensation
Table Total
for
Non-PEO

NEOs ($)
(3)(4)
  
Average
Compensation
Actually Paid
to
Non-PEO

NEOs ($)
(2)(4)
  
Value of Initial Fixed $100
Investment Based on:
  
Net Income ($)
(7)
  
Revenue from
Fees ($)
(8)
 
 
Total
Shareholder
Return ($)
(5)
  
Peer Group
Total
Shareholder
Return ($)
(6)
 
2023  7,115,630   26,075,312   4,051,313   17,583,239   138.65   161.22   -240,132,000   560,431,000 
2022  9,609,205   -36,246,416   17,850,370   -13,737,932   44.86   102.14   -108,665,000   907,272,000 
2021  14,955,933   70,383,703   5,973,651   44,035,528   513.40   142.25   135,443,000   801,275,000 
2020  8,763,722   15,940,686   1,844,759   14,340,553   138.28   105.74   5,983,000   228,600,000 
54
Table of Contents
(1)Compensation actually paid does not mean that our PEO was actually paid those amounts in the listed year, but this is a dollar amount derived from the starting point of summary compensation table total compensation under the methodology prescribed under the SEC’s rules, as shown in the adjustment table below.
Adjustments to Determine PEO Compensation Actually Paid
 
2023
  
2022
  
2021
  
2020
 
Summary Compensation Table Total for PEO ($)  7,115,630   9,609,205   14,955,933   8,763,722 
Minus
Grant Date Fair Value of Equity Awards in Summary Compensation Table ($)
  6,448,630   9,149,205   14,500,933   8,030,055 
Plus
Year End Fair Value of Equity Awards Granted During Year That are Outstanding and Unvested at Fiscal Year End ($)
  19,629,347   504,006   16,209,314   14,563,308 
Plus
Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($)
  1,945,989   -17,983,049   27,295,026   0 
Plus
Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($)
  3,486,043   0   0   600,046 
Plus
Change in Fair Value between the End of the Prior Year and the Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year ($)
  346,933   -19,227,374   26,424,363   43,665 
Minus
Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($)
  0   0   0   0 
Compensation Actually Paid to PEO ($)
 
 
26,075,312
 
 
 
-36,246,416
 
 
 
70,383,703
 
 
 
15,940,686
 
(2)
For purposes of the adjustments to determine “compensation actually paid”, we computed the fair value of stock option awards and restricted stock units in accordance with FASB ASC Topic 718 as of the end of the relevant fiscal year, other than fair values of equity awards that vested in the Covered Year, which are valued as of the applicable vesting date. The valuation assumptions used in the calculation of such amounts are set forth in the notes to our consolidated financial statements included in our Annual Report on
Form 10-K
for the fiscal year ended December 31, 2023 as filed with the SEC on February 15, 2024. The dollar value of Mr. Gu’s Performance Award in 2022 represents the grant date fair value calculated on the basis of a Monte Carlo simulation pursuant to assumptions set forth in the notes to our consolidated financial statements included in our Annual Report on Form
10-K
for the fiscal year ended December 31, 2022 as filed with the SEC on February 16, 2023.
(3)
This figure is the average of the summary compensation table total compensation for the
non-PEO
NEOs in each listed year. The names of the
non-PEO
NEOs for each Covered Year are: for 2023, Sanjay Datta, Paul Gu and Scott Darling; for 2022, Sanjay Datta, Paul Gu, Scott Darling and Anna Counselman; for 2021, Sanjay Datta, Paul Gu, Anna Counselman and Alison Nicoll; and for 2020, Sanjay Datta and Paul Gu.
(4)
This figure is the average of compensation actually paid for the
non-PEO
NEOs in each Covered Year. Compensation actually paid does not mean that these NEOs were actually paid those amounts in the listed
55
Table of Contents
year, but this is a dollar amount derived from the starting point of summary compensation table total compensation under the methodology prescribed under the SEC’s rules, as shown in the adjustment table below.
Adjustments to Determine Average
Non-PEO
NEO
Compensation Actually Paid
 
2023
  
2022
  
2021
   
2020
 
Average Summary Compensation Table Total for
Non-PEO
NEOs ($)
  4,051,313   17,850,370   5,973,651    1,844,759 
Minus
Non-PEO
NEO Average Grant Date Fair Value of Equity Awards in Summary Compensation Table ($)
  3,401,172   17,579,916   5,127,734    1,115,300 
Plus
Non-PEO
NEO Average Year End Fair Value of Equity Awards Granted During Year That are Outstanding and Unvested at Fiscal Year End ($)
  8,877,708   3,077,834   5,730,938    6,787,258 
Plus
Non-PEO
NEO Average Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($)
  6,695,249   -6,045,655   19,263,996    6,442,870 
Plus
Non-PEO
NEO Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($)
  917,367   0   0    0 
Plus
Non-PEO
NEO Average Change in Fair Value between the End of the Prior Year and the Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year ($)
  570,939   -11,040,565   18,194,677    380,966 
Minus
Non-PEO
NEO Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($)
  128,165   0   0    0 
Average Compensation Actually Paid to
Non-PEO
NEOs ($)
 
 
17,583,239
 
 
 
-13,737,932
 
 
 
44,035,528
 
  
 
14,340,553
 
(5)Total shareholder return is calculated by assuming that a $100 investment was made at the close of trading on the first full day of trading of our stock (December 16, 2020) and reinvesting all dividends until the last day of each reported fiscal year.
(6)The peer group used is the S&P Information Technology index, as used in the Company’s performance graph in our annual report. Total shareholder return is calculated by assuming that a $100 investment was made at the close of trading on the first full day of trading of our stock (December 16, 2020) and reinvesting all dividends until the last day of each reported fiscal year.
(7)The dollar amounts reported are the Company’s net income reflected in the Company’s audited financial statements.
(8)In the Company’s assessment, revenue from fees is the most important financial performance measure (other than stock price) used by the Company in 2023 to link compensation actually paid to performance. The dollar amounts reported are the Company’s revenue from fees reflected in the Company’s audited financial statements.
Tabular List of Most Important Financial Performance Measures
Stock Price
Revenue from fees
Adjusted EBITDA
56
Table of Contents
Stock price, revenue from fees and adjusted EBITDA are the only financial performance measures we used in 2023 to link compensation to company performance.
For a full reconciliation for adjusted EBITDA to the most directly comparable financial measure stated in accordance with GAAP, please see our 2023 Annual Report on Form
10-K
for the fiscal year ended December 31, 2023 as filed with the SEC on February 15, 2024.
Relationship Descriptions
The following graphs illustrate the relationship between compensation actually paid for the Covered Years and (i) our cumulative total shareholder return and our peer group’s cumulative total shareholder return, (ii) our net income and (iii) our revenue from fee
s.
Compensation Actually Paid vs. Total Shareholder Returns of the Company and Peer Group

Compensation Actually Paid vs. Net Income

57
Table of Contents
Compensation Actually Paid vs. Revenue from Fees

58

EQUITY COMPENSATION PLAN INFORMATION

The following table provides information as of December 31, 20202023 with respect to the shares of our common stock that may be issued under our existing equity compensation plans:plans.

 

Plan Category

  Number of
Securities to be
Issued Upon
Exercise of
Outstanding
Options, Warrants
and Rights		   Weighted
Average
Exercise Price
of Outstanding
Options,
Warrants and
Rights		   Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (Excluding
Securities Reflected in the
First Column)		   Number of
Securities to be
Issued Upon
Exercise of
Outstanding
Options, Warrants
and Rights (#)		   Weighted
Average
Exercise Price
of Outstanding
Options,
Warrants and
Rights ($)(1)		   Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (Excluding
Securities Reflected in the
First Column) (#)		 

Equity compensation plans approved by stockholders

      

2012 Equity Incentive Plan(1)

   19,675,223   $4.27    —   

2020 Equity Incentive Plan(2)

   —      —      8,057,181 

2020 Employee Stock Purchase Plan(3)

   —      —      1,380,000 

Equity compensation plans approved by stockholders

Equity compensation plans approved by stockholders

Equity compensation plans approved by stockholders

  

 

  

 

  

 

2012 Equity Incentive Plan(2)

2012 Equity Incentive Plan(2)

2012 Equity Incentive Plan(2)

2012 Equity Incentive Plan(2)

   7,780,440    5.09    —  

2020 Equity Incentive Plan(3)

2020 Equity Incentive Plan(3)

2020 Equity Incentive Plan(3)

2020 Equity Incentive Plan(3)

   4,834,205    29.82    6,420,703 

2020 Employee Stock Purchase Plan(4)

2020 Employee Stock Purchase Plan(4)

2020 Employee Stock Purchase Plan(4)

2020 Employee Stock Purchase Plan(4)

   —     —     2,896,226 

Prodigy Software, Inc. 2015 Stock Incentive Plan

Prodigy Software, Inc. 2015 Stock Incentive Plan

Prodigy Software, Inc. 2015 Stock Incentive Plan

Prodigy Software, Inc. 2015 Stock Incentive Plan

   2,609    9.43    —  

Equity compensation plans not approved by stockholders

   —      —      —   

Equity compensation plans not approved by stockholders

Equity compensation plans not approved by stockholders

Equity compensation plans not approved by stockholders

   —     —     —  

Total

   19,675,223      9,437,181 
  

 

     

 

 

Total

Total

Total

   12,617,254   

 

   9,324,051 

 

(1)

RSUs, which do not have an exercise price, are excluded in the calculation of weighted-average exercise price.

(2)

As a result of our IPOinitial public offering and the adoption of the 2020 Equity Incentive Plan (the “2020 Plan”), we no longer grant awards under the 2012 Equity Incentive Plan (the “2012 Plan”); however, all outstanding awards under the 2012 Plan remain subject to the terms of the 2012 Plan. The number of shares underlying stock options granted under the 2012 Plan that expire or terminate or are forfeited or repurchased by the companyus under the 2012 Plan, tendered to or withheld by the companyus for payment of an exercise price or for tax withholding, or repurchased by the companyus due to failure to vest will be automatically added to the shares available for issuance under the 2020 Plan.

(2)(3)

Our 2020 Plan provides that the number of shares of common stock available for issuance under the 2020 Plan will automatically increaseincreases on the first day of each fiscal year beginning with the 2021 fiscal year, in an amount equal to the least of (i) 15,000,000 shares, (ii) five percent (5%) of the outstanding shares of our common stock on the last day of the immediately preceding fiscal year or (iii) such other amount as the administrator may determine.

(3)(4)

Our 2020 Employee Stock Purchase Plan (the “ESPP”) provides that the number of shares of our common stock available for issuance under the ESPP will automatically increaseincreases on the first day of each fiscal year beginning with the 2021 fiscal year, in an amount equal to the least of (i) 2,000,000 shares, (ii) one percent (1%) of the outstanding shares of our common stock on the last day of the immediately preceding fiscal year or (iii) such other amount as the administrator may determine.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the beneficial ownership of our common stock as of March 15, 20211, 2024 for:

 

each of the named executive officers;

 

each of our directors;

 

all of our executive officers and directors as a group; and

 

each person, or group of affiliated persons, known by us to beneficially own more than 5% of our common stock.

The percentage of beneficial ownership shown in the table is based on 73,887,42087,672,921 shares of common stock outstanding as of March 15, 2021.1, 2024.

We have determined beneficial ownership in accordance with the rules of the SEC. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of common stock that they beneficially own, subject to applicable community property laws.

Information with respect to beneficial ownership has been furnished by each director, officer or beneficial owner of more than 5% of our common stock. We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. In addition,Except as indicated by the footnotes below, we believe, based on the information available to us, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of common stock that they beneficially own, subject to applicable community property laws. The information provided in the table is based on our records, information filed with the SEC and information provided to us, except as otherwise noted. The rules of the SEC also take into account shares of common stock pursuant to stock options that are either immediately exercisable or exercisable on or before the 60th day after March 15, 20211, 2024 or issuable pursuant to RSUs which are subject to vesting and settlement conditions expected to occur within 60 days of March 15, 2021.1, 2024. These shares are deemed to be outstanding and beneficially owned by the person holding those options or a warrant for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

Except as otherwise noted below, the address for each person or entity listed in the table is c/o Upstart Holdings, Inc., 2950 S. Delaware Street, Suite 300,410, San Mateo, California 94403.

 

   Common Stock 

Name

  Shares(1)         %       

Directors and Named Executive Officers

    

Dave Girouard(2)

   13,201,727    17.5% 

Sanjay Datta(3)

   880,206    1.2% 

Paul Gu(4)

   2,003,542    2.6% 

Kerry W. Cooper

   —      —   

Mary Hentges(5)

   85,350    * 

Oskar Mielczarek de la Miel

   —      —   

Ciaran O’Kelly(6)

   192,443    * 

Robert Schwartz

   —      —   

Sukhinder Singh Cassidy(7)

   74,838    * 

Hilliard C. Terry, III(8)

   128,295    * 

All executive officers and directors as a group (12 persons)(9)

   18,638,268    25.2% 

5% stockholders

    

Entities affiliated with Third Point Ventures(10)

   13,381,222    18.1% 

Entities affiliated with Stone Ridge Trust V(11)

   3,685,913    5% 

Entities affiliated with Khosla Ventures(12)

   5,248,588    7.1% 
   Common Stock 

Name of Beneficial Owner

  Shares of
Common Stock
Beneficially
Owned(1)		  Percent of
Common
Stock
Outstanding		 

Directors and named executive officers

  

 

 

 

 

 

 

 

Dave Girouard

   12,895,133(2)   14.35% 

Sanjay Datta

   1,333,504(3)   1.50% 

Paul Gu

   1,857,302(4)   2.09% 

Scott Darling

   161,604(5)   * 

Kerry W. Cooper

   8,792   * 

Mary Hentges

   106,081(6)   * 

Jeff Huber

   6,868   * 

Ciaran O’Kelly

   201,257(7)   * 

Sukhinder Singh Cassidy

   133,618(8)   * 

Hilliard C. Terry, III

   76,990(9)   * 

All directors and current executive officers as a group (10 persons)

   16,781,149(10)   18.06% 

Greater than 5% stockholders

  

 

 

 

 

 

 

 

Entities affiliated with The Vanguard Group

   7,013,850(11)   8.00% 

Entities affiliated with BlackRock, Inc.

   5,548,508(12)   6.33% 

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*

Represents beneficial ownership of less than 1% of the outstanding shares of our common stock.

(1)

Represents shares beneficially owned by such individual or entity, and includes shares held in the beneficial owner’s name or jointly with others, or in the name of a bank, nominee or trustee for the beneficial owner’s account.

(2)

Consists of (i) 9,592,84033,999 shares held of common stock wererecord by Mr. Girouard, (ii) 8,342,701 shares held of record by the 2008 GD&T Girouard Revocable Trust, for which Mr. Girouard serves as co-trustee, (ii) 200,000 (iii) 1,000,000 shares of common stock were held of record by DTG GRAT LLC, for which Mr. Girouard serves as trustee of the GIROUARD 2020 GRAT, dated October 19, 2020, (iii) 1,000,000manager, (iv) 546,501 shares of common stock were held of record by Mr. Girouard’s sister-in-law, Tristen Baird Willard, as trustee of the JRG 2020 Exempt Gift Trust, (iv) 1,000,000(v) 546,501 shares were held of record by Mr. Girouard’s sister-in-law, Tristen Baird Willard, as trustee of the TMG 2020 Exempt Gift Trust, and (v) options to purchase an aggregate(vi) 126,057 shares held of 1,408,887 shares of Common Stock heldrecord by Mr. Girouard were exercisable within 60 daysGirouard’s sister-in-law, Tristen Baird Willard, as trustee of March 15, 2021.

(3)

Consiststhe JRG Nonexempt Gift Trust, (vii) 126,057 shares held of 880,206record by Mr. Girouard’s sister-in-law, Tristen Baird Willard, as trustee of the TMG Nonexempt Gift trust, and (viii) 2,173,317 shares subject to options exercisable within 60 days of March 15, 20211, 2024 held by Mr. Girouard.

(3)

Consists of (i) 104,108 shares held of record by Mr. Datta and (ii) 1,229,396 shares subject to options exercisable within 60 days of March 1, 2024 held by Mr. Datta.

(4)

Consists of (i) 210,000600,464 shares held of record by Mr. Gu and (ii) 1,793,5421,256,838 shares subject to options exercisable within 60 days of March 15, 20211, 2024 held by Mr. Gu.

(5)

Consists of 85,530(i) 37,568 shares held of record by Mr. Darling and (ii) 124,036 shares subject to options exercisable within 60 days of March 15, 20211, 2024 held by Mr. Darling.

(6)

Consists of (i) 7,786 shares held of record by Ms. Hentges and (ii) 98,295 shares subject to options exercisable within 60 days of March 1, 2024 held by Ms. Hentges.

(6)(7)

Consists of (i) 8,814 shares held of record by Mr. O’Kelly and (ii) 192,443 shares subject to options exercisable within 60 days of March 15, 20211, 2024 held by Mr. O’Kelly.

(7)(8)

Consists of 74,838(i) 10,323 shares held of record by Ms. Singh Cassidy and (ii) 123,295 shares subject to options exercisable within 60 days of March 15, 20211, 2024 held by Ms. Singh Cassidy.

(8)(9)

Consists of 128,295(i) 8,695 shares held of record by Mr. Terry and (ii) 68,295 shares subject to options exercisable within 60 days of March 15, 20211, 2024 held by Mr. Terry.

(9)(10)

Consists of (i) 12,002,84011,515,234 shares beneficially owned by our executive officers and directors and (ii) 6,635,4285,265,915 shares subject to options exercisable within 60 days of March 15, 2021.1, 2024 held by our executive officers and directors.

(10)(11)

BasedRepresents shares beneficially owned as of December 29, 2023, based on a Schedule 13G/A, filed with the SEC on February 13, 2024 by The Vanguard Group. Of the shares of common stock beneficially owned, The Vanguard Group reported that it had shared voting power with respect to 136,450 shares, shared dispositive power with respect to 212,628 shares, and sole dispositive power with respect to 6,801,222 shares. The Vanguard Group lists its address as 100 Vanguard Boulevard, Malvern, Pennsylvania 19355.

(12)

Represents shares beneficially owned as of December 31, 2023, based on a Schedule 13G, filed with the SEC on February 12, 2021 on behalfJanuary 29, 2024 by BlackRock, Inc. Of the shares of Third Point LLC. Consists of 13,381,222common stock beneficially owned, BlackRock, Inc. reported that it had sole voting power with respect to 5,443,415 shares held of record by Third Point Ventures LLC,and sole dispositive power with respect to all shares beneficially owned. BlackRock, Inc. lists its address as nominee for funds managed and/or advised by Third Point LLC. Third Point LLC and Daniel S. Loeb, managing member of Third Point LLC, may be deemed to have voting and investment power over such shares. The address for each of these entities is 5550 Hudson Yards, New York, New York 10001.

(11)

Consists of 3,685,913 shares held of record by Stone Ridge Trust V, on behalf of its series Stone Ridge Alternative Lending Risk Premium Fund, or LENDX. Stone Ridge Asset Management LLC, or Stone Ridge, acts as the investment adviser to LENDX, and Stone Ridge is controlled by Ross Stevens. Each of Stone Ridge and Ross Stevens may be deemed to have voting and dispositive power of such shares held by LENDX. The address for each of these entities is 510 Madison Avenue, 21st Floor, New York, New York 10022. LENDX previously entered into an agreement with us pursuant to which it will be entitled to no more than 4.99% of the aggregate voting power of all shares of common stock with respect to any matter presented to our stockholders.

(12)

Consists of 50,508 shares held of record by Khosla Ventures Seed B (CF), LP, or Seed B CF, 889,783 shares held of record by Khosla Ventures Seed B, LP, or Seed B, and 4,308,297 shares held of record by Khosla Ventures V, LP, or KV V. The general partner of Seed B CF and Seed B is Khosla Ventures Seed Associates B, LLC, or B Associates. VK Services, LLC, or VK Services, is the sole manager of B Associates. Vinod Khosla is the managing member of VK Services. Each of Mr. Khosla, VK Services and B Associates may be deemed to share voting and dispositive power of such securities held by Seed B CF and Seed B. Mr. Khosla, VK Services and B Associates disclaim beneficial ownership of such securities held by Seed B CF and Seed B, except to the extent of their respective pecuniary interests therein. The general partner of KV V is Khosla Ventures Associates V, LLC, or KVA V. VK Services, LLC, or VK Services, is the sole manager of KVA V. Vinod Khosla is the managing member of VK Services. Each of Mr. Khosla, VK Services and KVA V may be deemed to share voting and dispositive power of such securities held by KV V. Mr. Khosla, VK Services and KVA V disclaim beneficial ownership of such securities held by KV V, except to the extent of their respective pecuniary interests therein. The address for each of these entities is 2128 Sand Hill Road, Menlo Park, California 94025.

61

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Other than compensation arrangements which are described under the section of this proxy statement captioned “Executivetitled “Executive Compensation,” we describe below transactions and series of similar transactions, since January 1, 2020, to which we were a party or will be a party, in which:

we have been or are to be a participant;

the amount involved exceeded or exceeds $120,000; and

any of our directors, executive officers or holders of more than 5% of our outstanding capital stock, or any immediate family member of, or person sharing the household with, any of these individuals or entities, had or will have a direct or indirect material interest.

Transactions with Stone Ridge and Affiliated Entities

Whole Loan Purchases

Stone Ridge Trust V and certain affiliated entities purchased whole loans through our platform in the aggregate amount of $370.2 million in 2020.

Securitization Transactions

Stone Ridge Trust V and certain affiliated entities also contributed approximately $95.2 million, in loans as collateral in private offering securitization transactions that we sponsored and serviced in 2020. In connection with these contributions, Stone Ridge Trust V and certain affiliated entities received cash payments of approximately $95.6 million in 2020.

Servicing Fees

We are the servicer of certain loans purchased and held by Stone Ridge Trust V and certain affiliated entities. In 2020, we received servicing fees in the amount of $1.5 million from Stone Ridge Trust V and certain affiliated entities.

Transactions with Third Point and Affiliated Entities

Pass-Through Certificates

Certain entities affiliated with Third Point purchased approximately $96.1 million in pass-through certificates backed by Upstart-powered loans in 2020 from a series trust affiliated with Jefferies LLC.

Securitization Transactions

In 2020, certain entities affiliated with Third Point contributed approximately $150.3 million in loans as collateral in private offering securitization transactions that we sponsored and serviced through a series trust affiliated with Jefferies LLC and related entities. In connection with these contributions, certain entities affiliated with Third Point received cash payments of approximately $151.8 million.

Other Transactions

Certain of our executive officers and directors participated in Upstart’s platform in previous years by purchasing fractional interests in Upstart-powered loans from a sponsored trust entity. Such program was sunset

in 2019, but distributions continue to be made. The aggregate amount of the distributions received by such participating executive officers and directors are set forth below (in thousands):

For the year ended December 31, 2020

  Executive
Officers		   Directors 

Distributions received

  $781    —   

We have granted stock options to our executive officers and certain of our directors. See the sections titled “Executive Compensation - Outstanding Equity Awards at 2020 Year-End” and “Management - Non-Employee Director Compensation” for a description of these stock options.

We have entered into employment agreements and offer letters with certain of our executive officers that provide for, among other things, certain severance and change in control benefits. See the section titled “Executive Compensation - Executive Employment Agreements” for additional information.

Other than as described above under this section titled “Certain Relationships and Related Party Transactions,” since January 1, 2020,2023, we have not entered into any transactions, nor are there any currently proposed transactions, between us and a related party where the amount involved exceeds, or would exceed, $120,000, and in which any related person had or will have a direct or indirect material interest. We believe the terms of the transactions described above were comparable to terms we could have obtained in arm’s-length dealings with unrelated third parties.

Limitation of Liability and Indemnification of Officers and Directors

Our amended and restated certificate of incorporation contains provisions that limit the liability of our directors for monetary damages to the fullest extent permitted by the Delaware General Corporation Law. Consequently, our directors will not be personally liable to us or our stockholders for monetary damages for any breach of fiduciary duties as directors, except for liability for any:

 

breach of their duty of loyalty to our company or our stockholders;

 

act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

 

unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law; or

 

transaction from which they derived an improper personal benefit.

Any amendment to, or repeal of, these provisions will not eliminate or reduce the effect of these provisions in respect of any act, omission or claim that occurred or arose prior to that amendment or repeal. If the Delaware General Corporation Law is amended to provide for further limitations on the personal liability of directors of corporations, then the personal liability of our directors will be further limited to the greatest extent permitted by the Delaware General Corporation Law.

In addition, our amended and restated bylaws provide that we will indemnify, to the fullest extent permitted by law, any person who is or was a party or is threatened to be made a party to any action, suit or proceeding by reason of the fact that he or she is or was one of our directors or officers or is or was serving at our request as a director or officer of another corporation, partnership, joint venture, trust or other enterprise. Our amended and restated bylaws also provide that we may indemnify to the fullest extent permitted by law any person who is or was a party or is threatened to be made a party to any action, suit or proceeding by reason of the fact that he or she is or was one of our employees or agents or is or was serving at our request as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise. Our amended and restated bylaws also provide that we must advance expenses incurred by or on behalf of a director or officer in advance of the final disposition of any action or proceeding, subject to limited exceptions.

Further, we have entered into or will enter into indemnification agreements with each of our directors and executive officers that may be broader than the specific indemnification provisions contained in the Delaware General Corporation Law. These indemnification agreements require us, among other things, to indemnify our directors and executive officers against liabilities that may arise by reason of their status or service. These indemnification agreements also require us to advance all expenses incurred by the directors and executive officers in investigating or defending any such action, suit or proceeding. We believe that these agreements are necessary to attract and retain qualified individuals to serve as directors and executive officers.

The limitation of liability and indemnification provisions that are included in our amended and restated certificate of incorporation, amended and restated bylaws and in indemnification agreements that we have entered into or will enter into with our directors and executive officers may discourage stockholders from bringing a lawsuit against our directors and executive officers for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against our directors and executive officers, even though an action, if successful, might benefit us and other stockholders. Further, a stockholder’s investment may be adversely

62

affected to the extent that we pay the costs of settlement and damage awards against directors and executive officers as required by these indemnification provisions. At present, we are not aware of any pending litigation or proceeding involving any person who is or was one of our directors, officers, employees or other agents or is or was serving at our request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, for which indemnification is sought, and we are not aware of any threatened litigation that may result in claims for indemnification.

We have obtained insurance policies under which, subject to the limitations of the policies, coverage is provided to our directors and executive officers against loss arising from claims made by reason of breach of fiduciary duty or other wrongful acts as a director or executive officer, including claims relating to public securities matters, and to us with respect to payments that may be made by us to these directors and executive officers pursuant to our indemnification obligations or otherwise as a matter of law.

Certain of our non-employee directors may, through their relationships with their employers, be insured or indemnified against certain liabilities incurred in their capacity as members of our board of directors.Board.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling our company pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Policies and Procedures for Related Party Transactions

Our audit committee has the primary responsibility for reviewing and approving or disapproving “related party transactions,” which are transactions between us and related persons in which the aggregate amount involved exceeds or may be expected to exceed $120,000 and in which a related person has or will have a direct or indirect material interest. Our written policy regarding transactions between us and related persons provides that a related person is defined as a director, executive officer, nominee for director, or greater than 5% beneficial owner of our common stock, in each case since the beginning of the most recently completed year, and any of their immediate family members. Our audit committee charter provides that our audit committee shall review and approve or disapprove any related party transactions.

OTHER MATTERS

Delinquent Section 16(a) Reports

Section 16(a)Under this policy, all related person transactions may be consummated or continued only if approved or ratified by our audit committee. In determining whether to approve or ratify any such proposal, our audit committee will take into account, among other factors it deems appropriate, (a) whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party, (b) the extent of the Exchange Act requiresrelated person’s interest in the transaction, and (c) whether the transaction would impair the independence of an outside director. The policy grants standing pre-approval of certain transactions, including (i) any compensation paid to a director or executive officer if such compensation (A) is approved by our directorscompensation committee or our Board, (B) is required to be reported in our annual proxy statement, or (C) in the case of an executive officer who is not an immediate family member of any other executive officer, would have been required to be reported in our annual proxy statement if the executive officer was a “named executive officer,” (ii) transactions with another company at which a related person’s only relationship with such other company is as a non-executive employee, director, or beneficial owner of less than 10% equity interest of that company, if the aggregate amount involved does not exceed the greater of $200,000 or 5% of such company’s total annual revenues and executive officers, and persons who own morethe transaction is on terms no less favorable than ten percentterms generally available to an unaffiliated third-party under the same or similar circumstances, (iii) charitable contributions, grants or endowments by us to a charitable organization, foundation or university where the related person’s only relationship with such charitable organization is as a non-executive employee or director, if the aggregate amount involved does not exceed the greater of $200,000 or 5% of the charitable organization’s total annual receipts, (iv) transactions where a related person’s interest arises solely from the ownership of our common stock and all holders of our common stock received the same benefit on a pro rata basis, and (v) any indemnification or advancement of expenses made pursuant to file reportsour certificate of ownership and changes in ownership with the SEC. Based solely on our review of Forms 3, 4 and 5 and amendments thereto filed electronically with the SEC by the reporting persons, and written representations from certain reporting persons, we believe that our directors, executive officers, and ten percent stockholders complied with all Section 16(a) filing requirements applicable to them during the year ended December 31, 2020.incorporation or bylaws or any related agreement.

2020

63

OTHER MATTERS

2023 Annual Report and SEC Filings

Our financial statements for the year ended December 31, 20202023 are included in our Annual Report on Form 10-K.10-K, which we will make available to stockholders at the same time as this proxy statement. Our Annual Report on Form 10-K and this proxy statement are posted on our website at ir.upstart.com and are available from the SEC at its website at www.sec.gov. You may also obtain a copy of our Annual Report on Form 10-Kwithout charge by sending a written request to Investor Relations, Upstart Holdings, Inc., Attention: Investor Relations, 2950 S. Delaware Street, Suite 300,410, San Mateo, California 94403.

* * *

UpstartOur Board does not presently know of any other matters to be presented at the 20212024 Annual Meeting. If any additional matters are properly presented at the 20212024 Annual Meeting, the designated proxy holders listed in this proxy statement will have discretion to vote shares they represent in accordance with their own judgment on such matters.

It is important that your shares be represented at the 20212024 Annual Meeting, regardless of the number of shares that you hold. You are, therefore, urged to vote by telephone or by using the Internet as instructed in the Notice or on the accompanying proxy card or, or, if you requested to receive a printed copy of the proxy materials, by executing and returning, at your earliest convenience, the accompanying proxy card or voter instructions form in the envelope that has also been provided.

64

LOGOLOGO

UPSTART HOLDINGS, INC. ATTN: INVESTOR RELATIONS 2950 S. DELAWARE STREET, SUITE 300410 SAN MATEO, CALIFORNIA 94403 SCAN TO VIEW MATERIALS & VOTE VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:8:59 p.m. EasternPacific Time on May 25, 2021.28, 2024. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/UPST2021UPST2024 You may attend the Annual Meeting of Stockholders via the Internet and vote during the meeting. Have the information that is printed in the box by the arrow available and follow the instructions. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:8:59 p.m. EasternPacific Time on May 25, 2021.28, 2024. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: D45849-P52535V40856-P04245 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. UPSTART HOLDINGS, INC. For All Withhold All For All Except To withhold authority to vote for any individual nominee(s), mark "For“For All Except"Except” and write the number(s) of the nominee(s) on the line below. The Board of Directors recommends you vote FOR each UPSTART HOLDINGS, INC. The Board of Directors recommends you vote FOR each of the following Class I nominees: 1. Election of Directors For All Withhold All For All Except To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. Nominees: 01) Dave Girouard 02) Jeff Huber 03) Hilliard C. Terry, III The Board of Directors recommends you vote FOR the following proposal: For Against Abstain 2. Ratification of the appointment of Deloitte & Touche LLP as ourUpstart’s independent registered public accounting firm for ourthe fiscal year ending December 31, 2021.2024. The Board of Directors recommends you vote, on an advisory basis, FOR the following proposal: 3. The approval, on an advisory basis, of the compensation of our named executive officers. NOTE: In their discretion, the proxy holders will vote on such other business as may properly come before the meeting or any adjournments or postponements thereof. This section must be completed for your vote to be counted – Date and Sign Below Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

LOGO

LOGO

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Noticenotice and Proxy Statement and Annual Report on Form 10-K are available at www.proxyvote.com. D45850-P52535 UPSTART HOLDINGS, INC. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS ANNUAL MEETING OF STOCKHOLDERS MAY 26, 2021,29, 2024, 9:00 AM Pacific Time The stockholder(s) hereby appoint(s) Dave Girouard, Sanjay Datta and Alison Nicoll,Scott Darling, or any of them, as proxies, each with the power to appoint his/her substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of Upstart Holdings, Inc. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held virtually on Wednesday, May 26, 2021,29, 2024, at 9:00 a.m. Pacific Time or at any postponements or adjournments thereof. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE STOCKHOLDER(S). IF NO SUCH DIRECTIONS ARE MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES LISTED ON THE REVERSE SIDE FORIN ACCORDANCE WITH THE BOARD OF DIRECTORS AND FOR PROPOSAL 2.DIRECTORS’ RECOMMENDATIONS. In their discretion, Dave Girouard, Sanjay Datta and Alison Nicoll,Scott Darling, or any of them, as proxies, are authorized to vote upon such other business as may properly come before the Annual Meeting of Stockholders or any postponements or adjournments thereof. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED REPLY ENVELOPE OR VOTE BY TELEPHONE OR THE INTERNET. CONTINUED AND TO BE SIGNED ON REVERSE SIDE