On behalf of our Board of Directors, I cordially invite you to attend our 20222024 annual meeting of stockholders, which will be held virtually on Tuesday, July 12, 2022,May 21, 2024, commencing at 10:7:00 a.m., Pacific Time (1:(10:00 p.m.a.m., Eastern Time). The meeting can be accessed by visiting www.virtualshareholdermeeting.com/SOFI2022,SOFI2024, where you will be able to listen to the meeting live, submit questions and vote online. The matters to be acted upon at the meeting are described in the attached Notice of Annual Meeting of Stockholders and Proxy Statement.

Your vote on the business to be considered at the meeting is important, regardless of the number of shares you own. Whether or not you plan to participate in the virtual meeting, please submit your proxy or voting instructions using one of the voting methods described in the accompanying Proxy Statement so that your shares may be represented at the meeting. Submitting your proxy or voting instructions by any of these methods will not affect your right to participate in the virtual meeting and to vote your shares at the meeting if you wish to do so.

We look forward to your participation.

We invite you to attend the SoFi 20222024 Annual Meeting of Stockholders (“20222024 Annual Meeting”), which will be held virtually at 10:7:00 a.m., Pacific Time (1:(10:00 p.m.a.m., Eastern Time), on Tuesday, July 12, 2022.May 21, 2024. Additional details regarding the 20222024 Annual Meeting are included below and we encourage you to participate in the virtual meeting.

We are furnishing this Proxy Statement on behalf of the Board of Directors of SoFi Technologies, Inc., a Delaware Corporation, for use at our 20222024 Annual Meeting of Stockholders or any adjournment or postponement thereof (the “2022“2024 Annual Meeting”), for the purposes set forth below and in the accompanying Notice of 20222024 Annual Meeting of Stockholders. The 20222024 Annual Meeting will be held virtually at 10:7:00 a.m., Pacific Time (10:00 a.m., Eastern Time), on Tuesday, July 12, 2022.May 21, 2024. The 20222024 Annual Meeting can be accessed by visiting www.virtualshareholdermeeting.com/SOFI2022,SOFI2024, where you will be able to listen to the 20222024 Annual Meeting live, submit questions and vote online.

As used in this Proxy Statement, the terms “SoFi”, the “Company”, “we”, “us”, and “our”, and similar references refer to SoFi Technologies, Inc. and the term “Board of Directors” refers to SoFi’s Board of Directors. The term “Social Finance” refers to Social Finance, LLC (formerly Social Finance, Inc.).

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, websites referenced in this Proxy Statement 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.

If you received a Notice by mail, you will not receive paper copies of the proxy materials in the mail unless you request them. If you received a Notice by mail and would like to receive a printed copy of the materials, please follow the instructions on the Notice for requesting the materials, and we will promptly mail the materials to you.

In addition, by following the instructions in the Notice, you may request to receive future proxy materials on an ongoing basis (i) electronically by e-mail or (ii) in printed form by mail. Choosing to receive future proxy materials by e-mail will save the Company the cost of printing and mailing documents to stockholders and will reduce the impact of annual meetings on the environment. Your election to receive proxy materials by e-mail or by mail will remain in effect until you terminate it.

If you are a stockholder of record, Broadridge is sending these proxy materials to you directly. If you hold shares in street name, these materials are being sent to you by the bank, broker or similar institutionother agent through which you hold your shares.

The 20222024 Annual Meeting will be held as a virtual meeting. To access the meeting, you will need the 16-digit control number provided with your proxy materials. We encourage you to access the 20222024 Annual Meeting before the start time of 10:7:00 a.m., Pacific Time.Time (10:00 a.m., Eastern Time). Please allow ample time for online check-in, which will begin at 9:6:45 a.m., Pacific Time.Time (9:45 a.m., Eastern Time).

The 20222024 Annual Meeting will be a virtual meeting of stockholders where stockholders will participate by accessing a website using the internet. There will not be a physical meeting location. We believe that hosting a virtual meeting will facilitate stockholder attendance and participation at our 20222024 Annual Meeting by enabling stockholders to participate remotely from any location around the world. Our virtual meeting will be governed by our rules of conduct and procedures that will be posted at https://investors.sofi.com in advance of the 20222024 Annual Meeting.

We have designed the virtual 20222024 Annual Meeting to provide the same rights and opportunities to participate as stockholders would have at an in-person meeting. In order to encourage stockholder participation and transparency, subject to our rules of conduct and procedures, we will:

We plan to have a question and answer session at the 20222024 Annual Meeting and will include as many stockholder questions as our rules of conduct and procedures and the allotted time permits. Stockholders may submit questions that are relevant to our business in advance of the 20222024 Annual Meeting as well as live during the 20222024 Annual Meeting. If you are a stockholder, you may submit a question in advance of the meeting at www.proxyvote.com after logging in with the 16-digit control number provided with your proxy materials. Questions may be submitted during the 20222024 Annual Meeting through www.virtualshareholdermeeting.com/SOFI2022.SOFI2024.

The virtual meeting platform is fully supported across browsers (MS Edge, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most up-to-date version of applicable software and plugins. Please note Internet Explorer is not a supported browser.

If you encounter any difficulties accessing the virtual 20222024 Annual Meeting during the check-in or meeting time, please call the phone number displayed on the virtual meeting website on the meeting date.

You may vote using any of the following methods:

The internet and telephone voting procedures are designed to authenticate stockholders’ identities, to allow stockholders to give their voting instructions and to confirm that stockholders’ instructions have been recorded properly. Stockholders voting by internet or telephone should understand that, while we and Broadridge do not charge any fees for voting by internet or telephone, there may nevertheless be costs, such as usage charges from internet access providers and telephone companies, that must be borne by the stockholder.

Yes. You can change your vote or revoke your proxy at any time before the 20222024 Annual Meeting by:

Simply attending the 2024 Annual Meeting will not cause your previously granted proxy to be revoked.

If you are an owner of shares held in street name, please follow the instructions from your broker, bank or similar institution.other agent.

If you properly submit your proxy by internet, telephone or mail, and you do not subsequently revoke your proxy, your shares of stock will be voted in accordance with your instructions.

If you sign, date and return your proxy card, but do not give voting instructions, your shares of stock will be voted as follows: FOR the election of each of our director nominees, for ONE YEARFOR the non-binding advisory approval of our 2023 compensation of our named executive officers as the preferred frequency of advisory votes to approve executive compensation,disclosed in this Proxy Statement, FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2022, FOR the amended and restated 2021 Stock Option and Incentive Plan for SoFi Technologies, Inc,2024, FOR the approval of an amendment to our Certificate of Incorporation to grant our Board of Directors discretionary authority to effect a reverse stock splitthe SoFi Technologies, Inc. 2024 Employee Stock Purchase Plan, and otherwise in accordance with the judgment of the persons voting the proxy on any other matter properly brought before the 20222024 Annual Meeting.

If you are a beneficial owner of shares held in street name and you do not instruct your broker, bank or other agent how to vote your shares, your broker, bank or other agent may still be able to vote your shares in its discretion. Your broker, bank orUnder the rules of the New York Stock Exchange, which are also applicable to Nasdaq-listed companies, brokers, banks and other agent has authoritysecurities intermediaries that are subject to New York Stock Exchange rules may use their discretion to vote your unvoted“uninstructed” shares on matters that are determinedconsidered to be “routine.”“routine” under New York Stock Exchange rules but not with respect to “non-routine” matters. For example, Proposal 3 will be considered a routine“routine” matter. If you do not return voting instructions to your broker, bank or other agent by its deadline, your shares may be voted

As discussed above,A broker non-vote occurs when a beneficial owner of shares held in street name does not give voting instructions to his or her broker, bank or other agent holding his or herhas not received voting instructions from the beneficial owners of the shares as to how to vote on matters deemed to be “non-routine”,and the broker, bank or other such agent cannot vote the shares.shares because the matter is considered “non-routine” under New York Stock Exchange rules. These unvoted shares are counted as “broker non-votes.”

A quorum is the minimum number of shares required to virtually attend or be represented by proxy at the 20222024 Annual Meeting for the meeting to be properly held and business to be conducted at the meeting in accordance with our bylaws and Delaware law. If there is no quorum at the 20222024 Annual Meeting, the chairperson of the 20222024 Annual Meeting may adjourn the meeting from time to time to reconvene at the same or some other place until a quorum shall attend. The presence, in person virtually or by proxy, of stockholders entitled to castthe holders of a majority of the voting power of all outstanding shares of the Company entitled to vote atgenerally in the 2022 Annual Meetingelection of directors will constitute a quorum at the meeting. As of the record date, there were a total of 915,824,5371,056,491,365 shares of Common Stock and 3,234,000 shares of Redeemable Preferred Stock outstanding, which means that 459,529,269529,862,683 shares of stock must be represented in personvirtually or by proxy at the 20222024 Annual Meeting to have a quorum.

Our directors, employees and Morrow Sodali, our proxy solicitor, may solicit proxies for use at the 20222024 Annual Meeting in person, by telephone or by other means of communication. Directors and employees will not be

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 20222024 Annual Meeting will be borne by the Company. If you choose to access the proxy materials or vote over the internet, you are responsible for internet access charges you may incur. If you choose to vote by telephone, you are responsible for any telephone charges you may incur.

If possible, we will announce preliminary voting results at the 20222024 Annual Meeting. We will also disclose final voting results on a Current Report on Form 8-K that we expect to file with the SEC within four business days after the 20222024 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.

To be considered for inclusion in next year’s proxy materials, pursuant to Rule 14a-8 promulgated under the Exchange Act of 1934, as amended (the “Exchange Act”), a stockholder proposal must be submitted in writing by January 23, 2023,December 9, 2024, to the attention of the Company Secretary at 234 1st Street, San Francisco, California 94105. We also encourage you to submit a copy of any such proposals via email to legalnotices@sofi.org. To comply with the universal proxy rules, (once effective), stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) no later than May 13, 2023.March 22, 2025.

In the event that the number of directors to be elected to our Board of Directors at the 20232025 annual meeting of stockholders is greater than the number of directors whose terms expire on the date of the 20232025 annual meeting of stockholders and there is no public announcement naming all of the nominees for the additional directors to be elected or specifying the size of the increased Board of Directors before the close of business on April 3, 2023,the 100th day prior to the anniversary date of the immediately preceding annual meeting of stockholders, or February 10, 2025, a stockholder’s notice shall also be considered timely, but only with respect to nominees for the additional directorships created by such increase that are to be filled by election at the 20232025 annual meeting of stockholders, if it shall be received by the Company Secretary at the principal executive offices of SoFi not later than the close of business on the 10th day following the date on which such public announcement was first made by SoFi.

The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for Notices of Internet Availability of Proxy Materials with respect to two or more stockholders

This year, a number of brokers with account holders who are SoFi stockholders will be “householding” our proxy materials. A single Notice of Internet Availability of Proxy Materials will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate Notice of Internet Availability of Proxy Materials, please notify your broker or write to us at the following address or email address or call us at the following phone number:

Our Board of Directors presently consists of 12eleven (11) directors and there are 10eleven (11) nominees for directorships to be elected at the 20222024 Annual Meeting. On April 1, 2022, Mr. Combes and Mr. Medeiros notified our Board of Directors that they decided not to stand for re-election as directors of SoFi at the 2022 Annual Meeting. As such, their terms will expire at the 2022 Annual Meeting. We intend to decrease the size of our Board of Directors to 10 directors effective immediately following the 2022 Annual Meeting and proxies may not be voted for a greater number of persons than the number of director nominees.

Our Nominating and Corporate Governance Committee values diversity in director nominations. Our Nominating and Corporate Governance Committee charter provides that it will specifically direct any individuals assisting with recruitment to seek out potential candidates of gender and racial diversity to ensure that the committee has considered a full array of qualified candidates. In considering diversity, we consider, among other things, diversity of viewpoints, backgrounds and experience. Our Nominating and Corporate Governance Committee evaluates possible candidates in detail and suggests individuals to be evaluated in more depth.

At the 20222024 Annual Meeting, our stockholders will be asked to elect the 10eleven (11) director nominees set forth below for a one-year term expiring at the 20232025 annual meeting of stockholders. While our Board of Directors does not anticipate that any of the director nominees will be unable to stand for election as a director nominee at the 20222024 Annual Meeting, if that occurs, proxies will be voted in favor of such other person or persons who are recommended by our Nominating and Corporate Governance Committee and designated by our Board of Directors. Although we do not haveDirectors as a policy with regardsubstitute nominee or nominees. Under our corporate governance guidelines, directors are expected to attendance atattend annual meetings all of our directors are encouraged to attend the 2022 Annual Meeting virtually.except if unusual circumstances make attendance impractical. We expect that all of our directors will virtually attend the 20222024 Annual Meeting.

All the director nominees currently are members of our Board of Directors and have been recommended for re-election by our Nominating and Corporate Governance Committee and approved and nominated for re-election by our Board of Directors and all the director nominees have consented to serve if elected. Mr. Al-Hammadi was designated as the nominee of QIA FIG Holding LLC and Mr. Bingle was designated as the nominee of Silver Lake Partners and Mr. Costolo and Ms. Bashir were designated as the nominees of SCH Sponsor pursuant to our Certificate of Incorporation and the Shareholders’ Agreement as described below. Ms. Bashir, a former nominee of SCH Sponsor when SCH Sponsor held designation rights pursuant to the Certificate of Incorporation and Shareholders’ Agreement, was subsequently recommended as a director nominee by the Nominating and Corporate Governance Committee following the cessation of SCH Sponsor’s designation rights as described in “Certain Relationships and Related Person Transactions.” Ms. Green was recommended to the Company by a third-party search firm and then evaluated and interviewed by members of the Nominating and

Mr. Noto has served as our Chief Executive Officer and as a member of our Board of Directors since May 2021. Mr. Noto served in the same capacities at Social Finance from February 2018 until May 2021. Before joining SoFi, Mr. Noto served as Twitter’s (now known as X) Chief Operations Officer, a digital/mobile information network, from 2016 to 2017 and as Twitter’s Chief Financial Officer from 2014 to 2017. Previously, Mr. Noto served for almost four years as co-head of Global Technology, Media and Telecom Investment Banking at Goldman Sachs, a multinational investment bank, from 2010 to 2014. Mr. Noto spent nearly three years aswas the Chief Financial Officer of the National Football League from 2008 to 2010. Mr. Noto holds a bachelor of science from the U.S. Military Academy and a master of business administration from the University of Pennsylvania’s Wharton School. We believe Mr. Noto is qualified to serve in the capacity of Chief Executive Officer and as a member of our Board of Directors because of his extensive experience in the technology and financial services sectors in both operating and financial leadership capacities.

Mr. Hutton has served as the Chairman of our Board of Directors since May 2021. Mr. Hutton was previously the Chairman of the Social Finance Board of Directors from September 2017 to May 2021 and a director of Social Finance from June 2012November 2011 until May 2021. Mr. Hutton previously served as interim Chief Executive Officer of Social Finance from September 2017 to March 2018. Mr. Hutton has served as the Managing Partner of Thompson Hutton, LLC, an investment management firm, since 2000. He also founded and has served as Managing Partner of XL Innovate fund, a venture capital fund, since 2000.2015. Mr. Hutton has previously served as a Boardboard member of Lemonade Inc. (NYSE: LMND), Safeco Insurance, Montpelier Re Holdings and XL Group. Mr. Hutton holds a bachelor of arts and master of science from Stanford University and a master of business administration from Harvard Business School. We believe that Mr. Hutton is qualified to serve as a member of our Board of Directors because of his experience as a director and Audit Committee Chairman of public companies and his knowledge of the fintech industry.

Mr. Freiberg has served as the Vice Chairman of our Board of Directors since May 2021. Mr. Freiberg was previously the Vice Chairman of the Social Finance Board of Directors from September 2017 to May 2021 and a director of Social Finance from March 2017 until May 2021. Mr. Freiberg served as a senior advisor to Social

Mr. Al-Hammadi has served as a member of our Board of Directors since May 2021 and as a director on the Social Finance Board of Directors from May 2019 until May 2021. Mr. Al-Hammadi serves as the Director General of the General Retirement & Social Insurance Authority, a position he has held since August 2023. Mr. Al-Hammadi previously served as Chief Investment Officer, Europe, Russia and Turkey for Qatar Investment Authority (“QIA”), the sovereign wealth fund of the State of Qatar, a position he has held sincefrom April 2020.2020 to August 2024. He previously served as Head of Active Investments of QIA, from May 2015 to April 2020. Prior to joining QIA, Mr. Al-Hammadi worked at EFG-Hermes, a regional asset manager, and before that at the consulting firm Booz & Co. where he advised financial services clients on strategy, private equity investment opportunities, and organization structures. He ishas also served as a board member of Heathrow Airport Holding Limited since 2018 and Borsa Istanbul.Istanbul since 2021. He has also served as vice-chairman of Qatar Electricity and Water Company since April 2023 and as chairman of the United Development Company since September 2023. Mr. Al-Hammadi was named a Young Global Leader by the World Economic Forum in 2019. Mr. Al-Hammadi holds a bachelor of science from the University of Pennsylvania’s Wharton School and a master of business administration from Harvard Business School. We believe that Mr. Al-Hammadi is qualified to serve as a member of our Board of Directors because of his experience advising companies with respect to business strategy.

Ms. Bashir has served as a member of our Board of Directors since June 2021. Ms. Ruzwana is the co-founder, and Chief Executive Officer and a board member of Peek.com, an experiences booking software and marketplace, since 2012. Ms. Bashir was previously the Director of Marketing and Business Development at Artsy, an online art brokerage, from 2010 to 2011. Ms. Bashir also worked in Strategy and Business Development at Gilt Groupe, an online shopping company, in 2010. She was also an analyst in the real estate private equity group of The Blackstone Group, an investment firm, from 2006 to 2009, and worked in investment banking at Goldman Sachs in 2005. Ms. Bashir holds a bachelor of arts from University of Oxford and a master of business administration from Harvard Business School. We believe that Ms. Bashir is qualified to serve as a member of our Board of Directors because of her experience advising companies with respect to business strategy and leading a technology company.

Mr. Bingle has served as a member of our Board of Directors since May 2021 and as a director on the Social Finance Board of Directors from March 2017 until May 2021. Mr. Bingle is Vice Chairman at Silver Lake, a global technology investment firm, and has been with Silver Lake since 2000. Mr. Bingle has been a private equity investor for over 20 years, and he has invested in numerous fintech companies. Prior to joining Silver Lake, Mr. Bingle was a principal at Apollo Management, L.P. and worked in the Investment Banking Division of Goldman Sachs & Co. He has also served as a board member of N-able, Inc. since July 2021 (NYSE: NABL) and is currently a board member of Achievers Holdings, Inc. and Blackhawk Network Holdings, Inc. He previously served as a board member of Ameritrade Holding Corporation (NYSE: AMTD), Gartner, Inc. (NYSE: IT), SolarWinds

Mr. CostoloHele has served as a member of our Board of Directors since May 2021.2023. Mr. Costolo has also served as the Co-Managing Partner and General Partner at 01 Advisors, a venture and advisory firm, since January 2018. Mr. Costolo was previously a Venture Partner at Index Ventures, a venture capital firm, from January 2016 to December 2016 and served as the CEO of Twitter, Inc., the online social networking and microblogging service, from October 2010 to July 2015. Mr. Costolo has been the founder and CEO of multiple startups, including FeedBurner, which was acquired by Google in 2007. Mr. CostoloHele has served as a board member of Patreon, Inc. since 2015 and of Modern Life,Executive Chairman to Portage AI Inc., knownan AI technology company, since September 2023 and as Modern Health,Chairman and Advisor to Resolution Re Limited, a reinsurer of closed block life insurance, since 2020.July 2023. Prior to these current roles, Mr. CostoloHele served as a Board Member of Resolution Life Group Holdings, a closed block life insurance company, from October 2018 to February 2019, as Chief Operating Officer from February 2019 to March 2023 and as President from February 2019 to June 2023. Prior to joining Resolution Life Group Holdings, Mr. Hele served as Chief Financial Officer and Executive Vice President of MetLife, Inc., a global life insurer, from September 2012 to September 2019, and he has held various senior positions in the insurance industry, including as a Member of the Executive Board and Chief Financial Officer at ING Groep NV, and Chief Financial Officer, Treasurer and Executive Vice President for Arch Capital Group Ltd. Bermuda, and he spent 11 years at Merrill Lynch & Co. in the investment banking, financial institutions group. Mr. Hele holds a bachelor of science in computer sciencemathematics from the University of Michigan.Waterloo and is a Fellow of the Society of Actuaries, a Fellow of the Canadian Institute of Actuaries, and a Member of the American Academy of Actuaries. We believe that Mr. CostoloHele is qualified to serve as a member of our Board of Directors because of his experience advising companies with respect to business strategy and leading a technology company.large financial institutions.

Ms. Liang has served as a member of our Board of Directors since May 2021 and as a director on the Social Finance Board of Directors from October 2019 until May 2021. Ms. Liang is Business LeadHead of Strategy & Operations at Stripe, a financial services company. Prior to joining Stripe in January 2022, Ms. Liang was with Airbnb, Inc. (“Airbnb”) (NASDAQ: ABNB), a community of millions of hosts who offer travel experiences in 220 countries and regions around the world, for over five years, most recently serving as Vice President and General Manager, International and Commercial Operations. Prior to joining Airbnb, Ms. Liang served as Chief Product Officer at Jive Software, a provider of communication and collaboration products, and spent 11 years at International Business Machines Corporation (NYSE: IBM) in a number of technology and professional services roles. Ms. Liang has served as a board member of Navan since September 2022. Ms. Liang holds a bachelor of science in Symbolic Systems from Stanford University and a master of science in technology commercialization from the University of Texas at Austin. We believe that Ms. Liang is qualified to serve as a member of our Board of Directors because of her experience leading and scaling global technology companies.

AtA plurality of the votes cast, which requires at least one “For” vote, with nominees receiving the most “For” votes elected. If nominees are unopposed, election of a nominee requires only a single vote “For” or more. Withheld“Withhold” votes and broker non-votes, if any, will have no effect.

Our Board of Directors will establish the authorized number of directors from time to time by resolution. The size of our Board of Directors will consist of ten members effective immediately following the 2022 Annual Meeting.has been fixed at eleven (11) members. Each director will continue to serve as a director until the election and qualification of their successor, or until their earlier death, resignation, or removal.

Pursuant to the Shareholders’ Agreement, dated as of May 28, 2021, by and among us, SCH Sponsor V LLC (“SCH Sponsor”), and the parties identified on the signature pages thereto (“Shareholders’ Agreement”), certain stockholders have the right to designate seats on our Board of Directors. One board seat is designated by QIA FIG Holding LLC (“QIA FIG”) and is currently filled by Mr. Al-Hammadi. An additional board seat is designated by Silver Lake Partners (“Silver Lake”) and is currently filled by Mr. Bingle. Each of QIA FIG and Silver Lake have the right to designate a board seat for so long as the relevant existing investor holds in the aggregate an amount of SoFi shares equal to (i) at least 50% of its percentage ownership of SoFi immediately following the closing of the transactions contemplated by the merger agreement, dated January 7, 2021, between Social Finance Inc. and SCH Sponsor (the “Closing”) minus any of such existing investor’s shares of SoFi repurchased by SoFi pursuant to the Shareholders’ Agreement, or (ii) at least 5% of the then issued and outstanding shares of SoFi.

SCH Sponsor haspreviously had the right to designate (a) two board seats for so long as it or its affiliated funds holdheld in the aggregate an amount of SoFi shares equal to at least 50% of its percentage ownership of SoFi immediately following the Closing, or (b) in the event the threshold set forth in (a) iswas not met, one board seat for so long as SCH Sponsor or its affiliated funds holdheld in the aggregate either (x) an amount of SoFi shares equal to at least 25% of its percentage ownership of SoFi immediately following the Closing or (y) at least 5% of the then issued and outstanding shares of SoFi. Mr. Costolo and Ms. Bashir werewas designated as the nomineesnominee of SCH Sponsor and its affiliated funds.funds when SCH Sponsor had such nominee designation rights.

On April 5, 2022, Red Crow Capital, LLC notified SoFi of its waiver of its rights to designate nominees to our Board of Directors pursuant to the Shareholders' Agreement. In connection with the decisions of Mr. Combes and Mr. Medeiros not to stand for re-election as directors, onOn April 1, 2022, Delaware Project 10 L.L.C., an affiliate of SoftBank Group Corp., notified us of its waiver of its and its affiliates’ rights to designate nominees to our Board of Directors pursuant to the Shareholders’ Agreement.

When considering whether directors and director nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable our Board of Directors to satisfy its oversight responsibilities effectively in light of its business and structure, our Board of Directors expects to focus primarily on each person’s background and experience as reflected in the information discussed in each of the directors’ individual biographies set forth above in order to provide an appropriate mix of experience and skills relevant to the size and nature of its business.

In 2021,2023, our Board of Directors met eightfourteen times. AllIn 2023, no member of our directorsBoard of Directors other than Mr. Costolo attended at leastfewer than 75% of the aggregate of (i) the total number of meetings of the Board of Directors held(held during the period infor which he or she was a director,director) and each of our directors attended at least 75% of(ii) the total number of meetings held by all committees of the Board of Directors on which he or she served.such director served (held during the period that such director served). Mr. Costolo attended approximately 73% of such aggregate.

Our Board of Directors has an independent chair (“Chair”), Mr. Hutton, who has authority, among other things, to preside at all meetings of the stockholders and the Board of Directors. Accordingly, the Chair has substantial ability to shape the work of the Board of Directors. We believe that separation of the positions of the Chair and Chief Executive Officer reinforces the independence of the Board of Directors in its oversight of the

As a result of our Common Stock being listed on The Nasdaq Global Select Market (“Nasdaq”), we must comply with the applicable rules of such exchange in determining whether a director is independent. We have determined that each of Tom Hutton, Ahmed Al-Hammadi, Ruzwana Bashir, MikeMichael Bingle, Michel Combes, Richard Costolo, Carlos Medeiros,Steven Freiberg, Dana Green, John Hele, Tom Hutton, Clara Liang, Harvey Schwartz, and Magdalena Yeşil qualifies as “independent” as defined under applicable SEC rules and Nasdaq listing standards. In making such independence determinations, our Board of Directors considered the relationships that each non-employee director has with us and all other facts and circumstances that our Board of Directors deemed relevant in determining such director’s independence, including the beneficial ownership of our capital stock by each non-employee director as well the consideration that Mr. Freiberg's son is employed in a non-executive capacity by the Company.

Sustainable business practices are embedded in our day-to-day operations, which we believe improve our profitability and support long-term value creation for our stockholders. We plan to publish our first comprehensive ESG report inIn the firstfourth quarter of 2023, that will providewe published our first ESG report, which provided insight into our commitments and progress on a range of ESG related topics.topics over the course of 2022. We plan to publish an updated ESG report annually.

Oversight ofby our Board of Directors of ESG matters primarily occurs through the committees of our Board of Directors, includingNominating and Corporate Governance Committee, which is responsible for providing guidance and oversight on corporate governance and related matters and overseeing our policies, programs, strategies and practices related to environmental, social and/or humanitarian matters. In addition, the Risk Committee which is responsible for overseeing our enterprise-wide management framework;framework and the Audit Committee which provides regular oversight of our ethics and compliance matters; and the Nominating and Corporate Governance Committee, which reviews management’s integration of the Company’s mission, purpose, values and culture with its strategy and objectives on an ongoing basis.matters. As a result of our ongoing commitment to our ESG initiatives, in 2022, we recently launched a dedicated ESG Committee. The ten personcommittee. This management committee brings together employeeskey stakeholders from our facilities, compensation, legal, compliance, investor relations, communications, talent, and financial reporting teamsexecutive management team and is tasked with, among other things, tracking our ESG progress and examining our strategies in order to create an even greater impact.

Our Board of Directors directs the management of our business and affairs, as provided by Delaware law, and conducts its business through meetings of the Board of Directors and standing committees. We have a standing Audit Committee, Risk Committee, Compensation Committee and Nominating and Corporate Governance Committee, each of which operates under a written charter. The Risk Committee was established effective June 30, 2021. Before the establishment of the Risk Committee, the Risk Committee’s functions were generally performed by the Board of Directors’ Audit and Risk Committee. In connection with establishing the Risk Committee, the Board

Pursuant to the Shareholders’ Agreement, for so long as Silver Lake is entitled to nominate a director nominee to serve on the Board of Directors, the Silver Lake is entitled to designate a member to a standing committee of the Board of Directors of its choice, subject in each case to applicable law and the qualification of the applicable designees as independent under Nasdaq rules.

In addition,Furthermore, from time to time, specialadditional committees may be established under the direction of the Board of Directors when the boardBoard of Directors deems it necessary or advisable to address specific issues. Our current copiesBoard of Directors committee charters are posted on our website, www.sofi.com/investors, as required under applicable SEC rules and Nasdaq rules. The information on or available through such website is not deemed incorporated in this Proxy Statement and does not form a part of this Proxy Statement. The information provided below with respect to the composition of our committees is as of April 8, 2024.

Our Audit Committee consists of Steven Freiberg, Ahmed Al-Hammadi, Tom Hutton and Clara Liang, and Magdalena Yeşil, with Mr. HuttonFreiberg serving as the chair of the committee. Our Board of Directors has determined that each of these individuals meet the independence requirements of the Sarbanes-Oxley Act of 2002, as amended, or the Sarbanes-Oxley Act, Rule 10A-3 under the Exchange Act and applicable Nasdaq listing rules. We have determined that each member of our Audit Committee meets the requirements for financial literacy under the applicable rules and regulations of the SEC and Nasdaq listing rules. In arriving at this determination, our Board of Directors has examined each Audit Committee member’s scope of experience and the nature of their prior and/or current employment.

The parties have determined that each of Steven Freiberg and Tom Hutton qualifies as an Audit Committee financial expert within the meaning of SEC regulations and meets the financial sophistication requirements of Nasdaq listing rules. In making this determination, our Board of Directors considered TomMr. Freiberg’s and Mr. Hutton’s formal education and previous and current experience in financial and accounting roles.

The Audit Committee’s responsibilities include, among other things:

The independent registered public accounting firm and management periodically will meet privately with the Audit Committee. We believe that the composition and functioning of the Audit Committee meets the requirements for independence under applicable Nasdaq listing standards. The Audit Committee met fourfive times in 2021.

Our Risk Committee consists of John Hele, Steven Freiberg, Tom Hutton, Harvey Schwartz and Magdalena Yeşil, with Mr. FreibergHele serving as the chair of the committee. The Board of Directors has determined that Tom Huttoneach of John Hele, Steven Freiberg, Harvey Schwartz and Magdalena Yeşil areis “independent” as defined under applicable SEC rules and Nasdaq listing standards.

At least one member of the Committee should have “risk management expertise” commensurate with the Company’s capital structure, risk profile, complexity, activities, size and other appropriate risk-related factors, and the partieswe have determined that each of Steven Freiberg, John Hele and Harvey Schwartz has such “risk management expertise”.expertise.” In making this determination, the Board of Directors considered Steven Freiberg’s, John Hele’s and Harvey Schwartz’s previous and current experience in relevant roles at banking and financial services entities.

The Risk Committee’s responsibilities include, among other things:

The Risk Committee met fivesix times in 2021.2023.

Our Compensation Committee consists of Steven Freiberg, Michael Bingle Richard Costolo,and Clara Liang, and Carlos Medeiros, with Mr. BingleFreiberg serving as the chair of the committee. Mr. Medeiros will cease to be a director and member of our Compensation Committee following the 2022 Annual Meeting. The Board of Directors determined that each of these individuals is a non-employee director, as defined in Rule 16b-3 promulgated under the Exchange Act. The Board of Directors determined that Clara Liang, Richard Costolo, Carlos Medeiros and Michael Bingle areeach of these individuals is “independent” as defined under applicable Nasdaq listing standards, including the standards specific to members of a Compensation Committee.

The Compensation Committee’s responsibilities include, among other things:

We believe that the composition and functioning of the Compensation Committee meets the requirements for independence under applicable Nasdaq listing standards. The Compensation Committee met twiceeight times in 2021.2023.

The Nominating and Corporate Governance Committee consists of Tom Hutton and Magdalena Yeşil,Ruzwana Bashir, with Ms. YeşilMr. Hutton serving as the chair of the committee. The Board of Directors has determined that each of these individuals is “independent” as defined under applicable SEC rules and Nasdaq listing standards.

The Nominating and Corporate Governance Committee’s responsibilities include, among other things:

We believe that the composition and functioning of the Nominating and Corporate Governance Committee meets the requirements for independence under current Nasdaq listing standards. The Nominating and Corporate Governance Committee met threefive times in 2021.2023.

The Board of Directors may from time to time establish other committees.

We have a code of business conduct and ethics that applies to all of our executive officers, directors and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. The code of business conduct and ethics is available on our

The following table provides total compensation paid or awarded in 20212023 to certain of our non-employee directors who served during 20212023 based on an informal compensation program.the NED Compensation Policy, as defined below. Other than as set forth in this table and described more fully below, we did not pay any compensation or make any equity or non-equity awards to any of the non-employee members of our Board of Directors in fiscal year 2021.2023. We also did not pay any compensation or make any equity or non-equity awards to Mr. Noto, our Chief Executive Officer, in his capacity as director.

The Certificate of Incorporation contains provisions that limit the liability of our directors for monetary damages for breach of their fiduciary duties, except for liability that cannot be eliminated under the DGCL. Delaware law provides that directors of a corporation will not be personally liable for monetary damages for breach of their fiduciary duties as directors, except liability for any of the following:

This limitation of liability does not apply to liabilities arising under the federal securities laws and does not affect the availability of equitable remedies such as injunctive relief or rescission.

The Certificate of Incorporation and the Bylaws also provide that we shall indemnify our directors and executive officers and may indemnify our other officers and employees and other agents to the fullest extent permitted by law. We believe that indemnification underlaw and may indemnify our employees and agents to the Bylaws covers at least negligence and gross negligence onextent authorized by the part of indemnified parties.Board. The Bylaws also permit us to secure insurance on behalf ofto protect the Company and/or any officer, director, employee or other agent foragainst any expense, liability arising out of his or her actions in this capacity,loss, regardless of whether the BylawsDGCL would permit indemnification.

We have entered into separate indemnification agreements with our directors and executive officers, in addition to indemnification provided for in our charterorganizational documents. These agreements, among other things, provide for indemnification of our directors and executive officers for expenses, judgments, fines and settlement amounts incurred by this person in any action or proceeding arising out of this person’s services as a director or executive officer or at our request. We believe that these provisions and agreements are necessary to attract and retain qualified persons as directors and executive officers.

The Dodd-Frank Wall Street Reform and Consumer Protection Act, and Section 14AAt the 2022 Annual Meeting of Stockholders, the Exchange Act enable the Company’s stockholders at least once every six years, to indicateindicated their preference regarding how frequentlythat the Company should solicit a non-binding advisory vote on the compensation of the named executive officers, commonly referred to as a “say-on-pay vote,” every year. The Board of Directors has adopted a resolution that is consistent with that preference. In accordance with that resolution, the Company is asking stockholders to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in this Proxy Statement in accordance with SEC rules.

Accordingly, our Board of Directors is asking the stockholders to indicate whether they would prefer an advisory vote every year, every two years or every three years. Alternatively, stockholders may abstain from casting a vote.

Because the vote is advisory, it is not binding on our Board of Directors believes that an annual advisoryor the Company. Nevertheless, the views expressed by the stockholders, whether through this vote on the compensation of the Company’s named executive officers offers the closest alignment withor otherwise, are important to management and our underlying executive compensation program that is designed to attract, retain and motivate talented, deeply qualified, and committed individuals who believe in our mission, while rewarding executives for long-term value creation. In furtherance of this objective, our executive compensation program focuses on paying for performance where such compensation is aligned to our Company performance, in addition to individual contribution and impact. In addition, our long-term incentive compensation program uses equity awards to align executive compensation to the long-term interests of our stockholders by aligning executive compensation to our performance. The Board believes an annual cycle for the non-binding advisory vote on executive compensation will provide investors the most meaningful timing alternative by which to evaluate the effectiveness of our executive compensation strategies and their alignment with our business and results of operations. Accordingly, the Board of Directors is asking stockholdersand, accordingly, our Board of Directors and the Compensation Committee intend to indicate their preferred voting frequency by voting for one, two or three years or abstaining from voting onconsider the results of this proposal. The alternative among one year, two years or three years that receivesvote in making determinations in the votesfuture regarding executive compensation arrangements.

Advisory approval of this proposal requires the holdersaffirmative vote of a majority of the voting power of the shares present virtuallyin person or represented by proxy and entitled to vote on the matter at the 2022 Annual Meeting will be deemed to be the frequency preferred by the stockholders and will be the alternative selected in the following resolution to be submitted to the stockholders for a vote at the Annual Meeting:

Under the rules and regulations of the SEC and The Nasdaq, Global Select Market (“Nasdaq”), our Audit Committee is directly responsible for appointing, compensating, retaining, evaluating, terminating and overseeing our independent registered public accounting firm. The Audit Committee has appointed and, as a matter of good corporate governance, is requesting ratification by the stockholders of the appointment of, Deloitte & Touche LLP to serve as our independent registered public accounting firm for our fiscal year ending December 31, 2022.2024. Deloitte & Touche LLP has served in such role since 2017.

A representative of Deloitte & Touche LLP is expected to be present at the 20222024 Annual Meeting. He or sheThe representative will have the opportunity to make a statement if he or shethe representative desires to do so and may be available to respond to appropriate questions from stockholders.

Our organizational documents do not require that our stockholders ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm. We are doing so because we believe it is a matter of good corporate practice. The approval of this proposal requires the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy and entitled to vote thereon. Abstentions will have the same effect as a vote against. Broker non-votes, if any, will be considered present for the purposes of establishing a quorum, but will have no effect.

If our stockholders do not ratify the selection, our Audit Committee will reconsider whether to retain Deloitte & Touche LLP, but still may retain them. Even if the selection is ratified, our Audit Committee, in its discretion, may change the appointment at any time during the year if it determines that such a change would be in the best interests of the Company and its stockholders.

The following table summarizes the aggregate fees paidbilled for professional services provided by Deloitte & Touche LLP related to the years ended December 31, 20212023 and 2020:2022:

Our Audit Committee approves in advance all audit and any non-audit services rendered by Deloitte & Touche LLP to us and our consolidated subsidiaries and all fees described above were pre-approved by our Audit Committee. The Audit Committee’s charter provides that the Audit Committee shall pre-approve all auditing services, internal control-related services and permitted non-audit services (including the range of fees and terms thereof) to be performed for the Company by the independent auditor, subject to the de minimis exception for non-audit services described in Section 10A(i)(1)(B) of the Exchange Act that are approved by the Audit Committee prior to the completion of the audit. The pre-approval of services may be delegated to a subcommittee consisting of one or more of the Audit Committee’s members, but the decision of such subcommittee must be reported to the full Audit Committee at its next scheduled meeting. The Audit Committee has determined that the rendering of non-audit services by Deloitte & Touche LLP is compatible with maintaining its independence.

SoFi is asking its stockholders to approve an amendment and restatement (the “Restatement”) ofOn February 13, 2024, the 2021 Stock Option and Incentive Plan (the “2021 Plan”, which shall mean the 2021 Plan as amended and restated by the Restatement unless otherwise noted). The 2021 Plan was adopted January 6, 2021, subsequently approved by our stockholders and became effective on the date of closing of the Business Combination. On April 21, 2022, SoFi’s Board of Directors approved the Restatementadopted, subject to the 2021 Plan to (a) modifyapproval of our stockholders, the current evergreen provision such2024 ESPP. We believe that the numberadoption of the 2024 ESPP will benefit us by providing employees with an opportunity to acquire shares of stockCommon Stock and will enable us to attract, retain and motivate valued employees.

A total of 16,589,650 shares of Common Stock will be reserved and availableauthorized for issuance under the 2021 Plan shall be cumulatively increased2024 ESPP. Based on the closing price of our Common Stock as of January 1, 2023 and every January 1 thereafter endingreported by Nasdaq on and including January 1, 2030 byMarch 28, 2024, the lesser of (i) 5 percentmaximum aggregate market value of the number of shares of stock issued and outstanding on the immediately preceding December 31 or (ii) such smaller number of shares as determined by the Board (the “Evergreen Amendment”) and (b) increase the16,589,650 shares of Common Stock availablethat could potentially be issued under the 2021 Plan by 32,470,481 (prior2024 ESPP is approximately $121,104,449.

The following description of certain provisions of the 2024 ESPP is intended to giving effect to the Reverse Split Amendment set forth in Proposal 5), which represents the additional number of shares of Common Stock by which the 2021 Plan would have increased had the Evergreen Amendment been effective on January 1, 2022. If the Restatement is not approved by our stockholders, it will not become effective and the 2021 Plan will continue under its current terms, including, without limitation, the 2021 Plan’s current evergreen provision.be a summary only. The 2021 Plan is described in more detail below. This summary is qualified in its entirety by reference to the completefull text of the 2021 Plan, as amended and restated,2024 ESPP, a copy of which is attached to this Proxy Statementproxy statement as Appendix A.

An aggregate of SoFi, upon whose judgment, initiative and efforts SoFi depends for the successful conduct of its business, to acquire a proprietary interest in SoFi. We consider equity compensation to16,589,650 shares will be a vital element of our compensation program and believe that the ability to grant stock awards at competitive levels is in the best interest of us and our stockholders. Because of this, our Board of Directors believes the 2021 Plan is critical in enabling us to grant stock awards as an incentive and retention tool as we continue to compete for talent. Accordingly, we are requesting stockholders to approve the Restatement as described above so that we may continue to properly incentivize our officers, employees, non-employee directors and consultants to foster SoFi’s future growth.

The 2024 ESPP will be administered by the person or persons appointed by the Board of Directors. Initially, the Compensation Committee will administer the 2024 ESPP and (ii)will have full authority to make, administer and interpret such rules and regulations regarding the 2024 ESPP as it deems advisable.

On the exercise date of each offering period, the employee is deemed to have exercised the option granted under the 2024 ESPP, at the exercise price for the lowest of (i) a number of shares of Common Stock available underdetermined by dividing such employee’s accumulated payroll deductions on such exercise date by the 2021 Plan shall be increasedexercise price; (ii) 5,000 shares; or (iii) such lesser number as established by 32,470,481, which represents the additional number2024 ESPP administrator in advance of shares of Common Stock had the Evergreen Amendment been effective on January 1, 2022 (prior to giving effectoffering. The exercise price is equal to the Reverse Split Amendment).

In general, if an employee is no longer a participant on an exercise date, of grant; and (ii)the employee’s option granted to any other employee,under the per share exercise price2024 ESPP will be no less than 100%automatically terminated, and the amount of the fair market value per share on the date of grant. In the case of a nonstatutory stock option, the per share exercise pricesuch employee’s accumulated payroll deductions will be no less than 100% ofrefunded.

Except as may otherwise be permitted by the fair market value per share on the date of grant. Notwithstanding the foregoing, stock options may be granted with a per share exercise price of less than 100% of the fair market value per share on the date of grant (i) if such stock option is otherwise compliant with Section 409A of the Code or (ii) pursuant to a corporate reorganization, liquidation, etc., described2024 ESPP administrator in and in a manner consistent with, Section 424(a) of the Code.

The 2024 ESPP will automatically terminate on the ten (10)-year anniversary of the 2024 ESPP effective date, which is the later of (a) the date the 2024 ESPP is adopted by the Board of such termination.

The approvalApproval of the Restatement of the 2021 Plan2024 ESPP Proposal requires the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy and entitled to vote thereon. Abstentions will have the same effect as a vote against. Broker non-votes, whileif any, will be considered present for the purposes of establishing a quorum, but will have no effect.

The following table sets forth certain information concerning our executive officers, other than Anthony Noto, our Chief Executive Officer and Director, whose information is set forth above under Proposal One:

This Compensation Discussion and Analysis provides information regarding the 20212023 compensation program for our principal executive officer, our principal financial officer, and our three most highly-compensated executive officers (other than our principal executive officer and principal financial officer) who were serving as our executive officers at the end of the last completed fiscal year. These individuals are our “Named Executive Officers” or “NEOs”.“NEOs.” For 2021,2023, our Named Executive Officers were:

This Compensation Discussion and Analysis describes the material elements of our executive compensation program during 2021.2023. It also provides an overview of our executive compensation philosophy, including our principal compensation policies and practices. Finally, it analyzes how and why we arrived at the specific compensation decisions for our Named Executive Officers in 20212023 and discusses the key factors that were considered in determining their compensation.

SoFi is a member-centric, one-stop shop for financial services that, through our Lending and Financial Services products, allows members to borrow, save, spend, invest and protect their money. We refer to our customers as “members”. and “clients.” Our mission is to help our members achieve financial independence in order to realize their ambitions. We have created an innovativeTo us, financial services platform designed to offer best-in-class products to meetindependence does not mean being wealthy, but rather represents the broad objectivesability of our members andto have the lifecyclefinancial means to achieve their personal objectives at each stage of life, such as owning a home, having a family, or having a career of their choice — more simply stated, to have enough money to do what they want. We were founded in 2011 and have developed a suite of financial needs. An additional key element ofproducts that offers the speed, selection, content and convenience that only an integrated digital platform can provide. In order for us to achieve our long-term strategymission, we have to help people get their money right, which means providing them with the ability to borrow better, servesave better, spend better, invest better and protect better. Everything we do today is geared toward helping our members has been“Get Your Money Right” and we strive to secure a national bank charter, which we achieved through completing a rigorous regulatory approval processinnovate and through a strategic acquisition, allowing us to begin operating a national bank, SoFi Bank. In addition to benefitingbuild ways for our members to achieve this goal.

In order to help achieve our mission, we offer personal loans, student loans, home loans and related servicing. We offer a variety of financial services products, such as SoFi Money, SoFi Credit Card, SoFi Invest and SoFi Relay, that provide more daily interactions with our members, as well as lending as a service which helps a broader range of borrowers to find lending solutions. We offer products and capabilities, such as SoFi At Work, that are also designed to appeal to enterprises, such as financial services institutions that subscribe to our enterprise services called SoFi At Work.enterprises. We have continuedalso made strategic acquisitions to further expand our platform capabilities for enterprises, through strategic acquisitions.which we believe will deepen

In fiscal 2021,2023, we achieved the following:

In fiscal 2021,2023, the compensation of our Named Executive Officers was determined as follows:

We believe our executive compensation program is reasonable, competitive, and appropriately balances the goals of attracting, motivating, rewarding, and retaining our Named Executive Officers with the goal of aligning their interests with those of our stockholders. To ensuresecure this alignment and to motivate and reward individual initiative and effort, we seek to ensure that a meaningful portion of our Named Executive Officers’ target annual total direct compensation opportunity is both variable in nature and “at-risk.”

We emphasize variable compensation that appropriately rewards our Named Executive Officers through two separate compensation elements:

These variable pay elements ensure that, each year, a substantial portion of our Named Executive Officers’ target total direct compensation is contingent (rather than fixed) in nature, with the amounts ultimately payable subject to variability above or below target levels commensurate with our actual performance.

In 2021,2023, approximately 99%93% of our CEO’s target total direct compensation and approximately 97%90%, on average, of our other Named Executive Officers targetOfficers’ total direct compensation (excluding Mr. White) consisted of “at risk”, variable compensation.

We believe that this design provides balanced incentives for our Named Executive Officers to execute our operational objectives and drive long-term growth. To ensure that we remain faithful to our compensation philosophy, the Compensation Committee regularly evaluates the relationship between the values of the equity awards granted to our Named Executive Officers, the amount of compensation realizable (and, ultimately, realized) from such awards in subsequent years, and performance over this period.

We endeavor to maintain sound governance standards consistent with our executive compensation policies and practices. The Compensation Committee reviews our executive compensation program on an annual basis to ensure consistency with our short-term and long-term goals given the dynamic nature of our business and the market in which we compete for executive talent. The following summarizes our executive compensation-related policies and practices that were in effect during fiscal 2021.2023.

To further these objectives, our executive compensation program focuses on “paying for performance” where our executive officers’ compensation is aligned to our performance, in addition to individual contribution and impact. In addition, we aim to balance short-term versus long-term compensation and fixed amounts of cash with variable incentive compensation. Our equity compensation program aligns executive compensation to the long-term interests of our stockholders by aligning their pay to our actual performance, while seeking to promote a long-term commitment to the Company by our executive officers. We strive for a fair, competitive, transparent and equitable approach in recognizing and rewarding our executives.

The design of our executive compensation program is influenced by a variety of factors, with the primary goals being to align the interests of our executive officers and stockholders and to link pay with performance. Prior toWhen reviewing the Business Combination, when designingdesign of our executive compensation program, we consideredthe Compensation Committee considers the competitive market for corresponding positions within comparable geographic areas and companies of similar size and stage of development operating in our industry. This informal consideration wasis based on the general knowledge of the members of the Compensation Committee as augmented by competitive market data developed and analyzed by its compensation consultant. The Compensation Committee and, in the case of our CEO, regarding the compensation given to someindependent members of the executive officersour Board of other companies in our industry through informal discussions with recruiting firms, research, and informal benchmarking against their personal knowledge of the competitive market. Our CEO approvedDirectors, approve compensation decisions for each executive officer on an individual basis after a thorough discussion of the various factors including any informal knowledge or data in his possession.described below.

As we continue to gain experience as a public company, we expect that the specific direction, emphasis, and components of our executive compensation program will continue to evolve as determined by the Compensation Committee. We have begun to transition to a more empirically-based approach that involves positioning our executive compensation against the competitive market based on an analysis of peer group data and broad-based executive compensation surveys.

Following the Business Combination, theThe Compensation Committee has beenis responsible for discharging the responsibilities of our Board of Directors relating to the compensation of our executive officers, including our Named Executive Officers (other than our CEO) and the non-employee members of our Board of Directors. The Compensation Committee formulates and presents compensation recommendations for our CEO to the independent members of our Board of Directors for approval. The Compensation Committee has the overall responsibility for overseeing our compensation and benefits policies generally, and

The Compensation Committee evaluates and determines any recommended compensation adjustments or awards to our executive officers (other than our CEO) or, in the case of our CEO or otherwise in the Compensation Committee’s discretion, recommends such adjustments and awards to the independent members of our Board of Directors for final determination. As part of this review process, the Compensation Committee applies the objectives described above within the context of our overall compensation philosophy while simultaneously considering the compensation levels needed to ensure our executive compensation program remains competitive based on input from and market data provided by its compensation consultant. The Compensation Committee also evaluates whether we are meeting our retention objectives and the potential cost of replacing key executive officers. The Compensation Committee approved an RSU award for our then-incumbent Named Executive Officers, excluding our CEO, in its January 2021 meeting. In May 2021, the Compensation Committee pre-approved the compensation for Mr. White, who began employment on June 1, 2021. In August 2021, the Compensation Committee approved Mr. White’s grant of RSU awards. The independent members of our Board of Directors approved our CEO’s compensation in December 2020, as well as our CEO’s PSU award in June 2021 and RSU award in October 2021.

In carrying out its responsibilities, the Compensation Committee evaluates our compensation policies and practices with a focus on the degree to which these policies and practices reflect our executive compensation philosophy, develops strategies, and makes decisions that it believes further our philosophy or aligns with developments in best compensation practices, and reviews the performance of our executive officers when making decisions with respect to their compensation.

The Compensation Committee’s authority, duties, and responsibilities are further described in its charter, which is reviewed annually and revised and updated as warranted.

The Compensation Committee has retained a compensation consultant (as described below) to provide support in its review and assessment of our executive compensation program; however, the Compensation Committee exercises its own judgment in making final decisions and recommendations with respect to the compensation of our executive officers, including our Named Executive Officers.

During the first quarter of each year, the Compensation Committee conducts a review of the compensation arrangements of our executive officers, including our Named Executive Officers. As part of this review, the Compensation Committee evaluates the base salary levels, annual cash bonus opportunities, and long-term incentive compensation opportunities of our executive officers, including our Named Executive Officers, and all related performance criteria.

The Compensation Committee does not establish a specific target for formulating the target annual total direct compensation opportunities of our executive officers. In making decisions about the compensation of our executive officers, including our Named Executive Officers (other than our CEO) and recommendations about the compensation of our CEO to the independent members of our Board of Directors, the members of the Compensation Committee rely on their general experience and subjective considerations of various factors (in combination with the guidance provided by the compensation consultant), including the following:

These factors provide the framework for compensation decision-making and final decisions regarding the compensation opportunity for each executive officer, including our Named Executive Officers. No single factor is determinative in setting compensation levels, nor is the impact of any individual factor on the determination of pay levels quantifiable.

The Compensation Committee neither weighs these factors in any predetermined manner, nor does it apply any formulas in developing its compensation decisions. The members ofAs described further below, the Compensation Committee will consider this information in lightworks with its compensation consultant to use compensation data from both a representative group of their individual experience, knowledge ofpeer companies and, to the Company, knowledgeextent that additional compensation data is necessary to obtain an understanding of the competitive practices for certain executive positions (as well as a general understanding of market knowledgecompensation levels), compensation data from relevant cuts of eachbroad compensation surveys, to compare and analyze the compensation levels of our executive officer,officers, including our Named Executive Officers, against the competitive market and business judgment in making their decisions.

In discharging its responsibilities, the Compensation Committee works with members of our management, including our CEO. Our management assists the Compensation Committee by providing information on corporate and individual performance, market compensation data, and management’s perspective on compensation matters. The Compensation Committee solicits and reviews our CEO’s proposals with respect to program structures, as well as his recommendations for adjustments to annual cash compensation, long-term incentive compensation opportunities, and other compensation-related matters for our executive officers (except with respect to his own compensation).

At least once each year, our CEO reviews the performance of our other executive officers, including our other Named Executive Officers, based on such individual’s level of success in accomplishing the business objectives established for him or herthe individual for the prior year and his or herthe individual’s overall performance during that year, and then makes recommendations to the Compensation Committee. The Compensation Committee reviews and discusses histhe CEO’s proposals and recommendations (other than with our CEOrespect to his own compensation) and considers them as one factor in determining and approving the compensation of our executive officers. Our CEO generally attends meetings of our Board of Directors and the Compensation Committee at which executive compensation matters are addressed, except with respect to discussions involving his own compensation.

The Compensation Committee has the sole authority to retain an external compensation consultant to assist it by providing information, analysis, and other advice relating to the compensation of our executive officers, including our Named Executive Officers, including the authority to approve the compensation consultant’s reasonable fees and other retention terms. The compensation consultant reports directly to the Compensation Committee and its chair, and serves at the discretion of the Compensation Committee, which reviews the engagement annually.

During fiscal 2021, theThe Compensation Committee initially engaged Compensia, Inc. (“Compensia”), a national compensation consulting firm, in 2020 to serve as the Compensation Committee’s compensation consultant to advise on executive compensation matters, including competitive market pay practices for our executive officers, including our Named Executive Officers, and with data analysis and selection of the compensation peer group. The Compensation Committee continued to engage Compensia in 2023 to provide these services.

During fiscal 2021,2023, Compensia attended the meetings of the Compensation Committee (both with and without management present) as requested and provided various services, including the analysis and selection of our compensation peer group, the review and analysis for certain long-term incentiveof the target total direct compensation opportunities for our executive officers, including our Named Executive Officers, the review and analysis of the design for our short-term incentive compensation, the review and analysis for the introduction of PSU awards into our long-term incentive compensation program, the adoption of a clawback policy, the preparation of a compensation-related risk assessment for our executive compensation program, the review and analysis of the compensation for the non-employee members of our Board of Directors and the development of tools for the efficient administration of the Compensation Committee. The terms of Compensia’s engagement includesinclude reporting directly to the Compensation Committee chair. At the request of the Compensation Committee, Compensia also coordinated with our management for data collection and informal market comparisons for our Named Executive Officers. In fiscal 2021,2023, Compensia did not provide any other services to us.

The Compensation Committee has evaluated its relationship with Compensia to ensure that it believes that such firm is independent from management. This review process included a review of the services that such compensation consultant provided, the quality of those services and the fees associated with the services provided during fiscal 2021.2023. Based on this review, as well as consideration of the factors affecting independence set forth in Exchange Act Rule 10C-1(b)(4), Rule 5605(d)(3)(D) of the NASDAQNasdaq Marketplace Rules, and such other factors as were deemed relevant under the circumstances, the Compensation Committee has determined that no conflict of interest was raised as a result of the work performed by Compensia.

The Compensation Committee believes that peer group comparisons are useful guides to evaluate the competitiveness of our executive compensation program and related policies and practices. For purposes of assessing our executive compensation against the competitive market, the Compensation Committee reviews and considers the compensation levels and practices of a select group of peer companies. This compensation peer group consists of technology

In May 2021,July 2022, the Compensation Committee approved a compensation peer group with the assistance of Compensia to analyze the compensation of our executive officers, including our Named Executive Officers. In identifying and selecting the companies to comprise the compensation peer group, Compensia considered the following primary criteria:

After evaluating the proposed peer companies against these criteria, the Compensation Committee approved the following compensation peer group for the rest of fiscal 2021:in July 2022:

The Compensation Committee usesused data drawn from the companies in our compensation peer group, as well as data drawn from a custom cut of the Radford Global Technology Survey (which contained 1918 of the 2220 peer group companies), to evaluate the competitive market when determining the total direct compensation packages for executive officers, including our Named Executive Officers, for part of 2023, including base salary, target annual cash bonus opportunities, and long-term incentive compensation opportunities.

The Compensation Committee reviews our compensation peer group at least annually and makes adjustments to its composition if warranted, taking into account changes in both our business and the businesses of the companies in the peer group.

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

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

Base salary represents the fixed portion of the compensation of our executive officers, including our Named Executive Officers, and is a critical element of compensation intended to attract and retain highly talented individuals. Generally, the base salary for each executive officer is intended to provide a fixed amount of cash compensation that is based on his or her individual role, experience, and expected contributions to the Company. Base salary is also designed to provide our Named Executive Officers with steady cash flow during the course of the fiscal year that is not contingent on short-term variations in our corporate performance.

In the first quarter of 2021, our CEO reviewed the annual base salaries of our then-incumbent executive officers, including our then-incumbent Named Executive Officers, taking into account the factors described above and the Radford market data. Following this review, our CEO determinedthe Compensation Committee recommended to adjust the base salaries of certain of our executive officers, including certain of our Named Executive Officers, to reflect the executive officer’s performance and prevailing market conditions. Similarly, the independent members of our Board of Directors reviewedthat the annual base salary for our CEO be maintained at its 2022 level and the independent members of our CEO in December 2020 and determined to increase his base salary to reflect, among other things, his performance and anticipated role and responsibilities as the chief executive officerBoard of a publicly-traded company.

The annual base salaries of our Named Executive Officers were as part of its annual review of our executive compensation program.follows:

We provide our executive officers, including our Named Executive Officers, with the opportunity to earn annual cash bonuses that are intended to encourage the achievement of corporate performance goals. AtFor 2023, the end of the year, our CEO determines whether cash bonuses will be awarded for the previous year and, if so, the percentage of the “Company Achievement Target” that has been met. The Company Achievement Target represents the Company-wide bonus funding as determinedAnnual Cash Bonus Plan was based on the achievement of key Companytwo pre-established financial performance objectives or “Company Priorities”,and the achievement of two pre-established operational performance objectives as set byforth in our Board of Directors on an annual basis. The bonus pool is determined by the percentage of the Company Achievement Target actually met, multiplied by the aggregate target annual cash bonus opportunities of all eligible participants.“Company Scorecard.” To be eligible to receive an annual cash bonus payment, a participant, including a Named Executive Officer, must be employed by us on the last calendar day of the applicable planAnnual Cash Bonus Plan period, in this case, December 31, 2021.

The individual components of the Annual Cash Bonus Plan discussed below were chosen because the Compensation Committee believes each component properly and effectively motivates each executive officer, including each Named Executive Officer, to achieve the Company’s predeterminedpre-established corporate goals and their individual performance goals.

The target annual cash bonus opportunities of our then-incumbent Named Executive Officers, for fiscal 2021, as a percentage of annual base salary, were as follows: