PROXY SUMMARY

April [XX], ~~2023~~2024


Overview of Voting Items


Proposal	Board Recommendation	Page
Proposal One: Election of Class ~~III~~I directors	For each nominee	6358
Proposal Two: Advisory vote to approve the compensation of our named executive officers	For	6459
Proposal Three: Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the ~~2023~~2024 fiscal year	For	6560
Proposal Four: Management proposal to amend and restate the Company’s Restated Certificate of Incorporation to phase in the declassification of the Board of Directors	For	6661
Proposal Five: Management proposal to amend and restate the Company’s Restated Certificate of Incorporation to remove the supermajority voting requirements to amend our governing documents	For	6863
Proposal Six: Management proposal to amend and restate the Company’s Restated Certificate of Incorporation to limit the personal liability of certain officers of the Company as permitted by Delaware Law	For	65
Proposal Seven: Management proposal to amend and restate the Company’s 2014 ~~Equity Incentive~~Employee Stock Purchase Plan to extend the expiration of the 2014 ~~Equity Incentive~~Employee Stock Purchase Plan by ~~four~~ten years from December 2024 to December ~~2028~~2034, and make certain other changes	For	7068

The Notice of Internet Availability of Proxy Materials (the “Notice”), Proxy Statement, form of proxy and Annual Report on Form 10-K for the year ended December 31, ~~2022~~2023 (the “Annual Report”) will be first distributed and made available to stockholders on or about April [XX], ~~2023.~~2024.


Who We Are

LendingClub Corporation ~~(“LendingClub”~~(including its subsidiaries, “LendingClub”, the “Company”, “we”, “us”, “our”) operates ~~America’s~~a leading digital marketplace ~~bank.~~bank with innovative and market-leading products and features. As a digitally native, vertically integrated, customer-focused company, and one of a small number of fintech companies with a national bank charter, we are ~~uniquely positioned~~building a new kind of bank, one that aims to ~~rewrite~~advantage our members with the ~~rules~~information, tools, and guidance they need to achieve their own version of ~~traditional banking and create a suite of integrated~~ financial ~~products and services that make smart money moves simple and rewarding.~~success. We do this by ~~bringing together the best of both worlds – fintech and banking –~~ leveraging data and technology to increase ~~consumer~~ access to credit, lower ~~their~~ borrowing costs, and improve the return on ~~their~~ savings ~~while delivering~~– all through a ~~seamless experience that focuses on fairness~~smart, simple, and ~~simplicity.~~

~~The Company was founded in 2006 and brought a traditional credit product – the installment loan – into the~~rewarding digital age by leveraging technology, data science and a unique marketplace model. In doing so, we became one of the largest providers of unsecured personal loans in the United States. In February 2021, LendingClub completed the acquisition of an award-winning digital bank, Radius Bancorp, Inc. (“Radius”), becoming a bank holding company and forming LendingClub Bank, National Association (“LendingClub Bank”), as its wholly-owned subsidiary through which we operate the vast majority of our business. The result is a combination of complementary strengths that create an economically attractive and resilient digital marketplace bank.experience.

Our customers – our “members” – can gain access to a ~~broader~~ range of financial products and services designed to help them digitally optimize their lending, spending and savings. Economic volatility and the current rising costs of healthcare, housing, education and more have contributed to millions of everyday Americans having insufficient financial reserves or living paycheck to paycheck, including approximately 50% of those earning over $100,000 annually. They often turn to a limited set of higher cost debt solutions to bridge cash flow gaps and manage their financial lives. Our mission is to empower our members on a path to better financial health, giving them new ways to pay less on their debt and earn more on their savings. Since 2007, more than 4.5 million individuals have become members, joining the Club to help achieve their financial goals.

Our primary loan products include unsecured personal loans, secured auto refinance loans, and patient and education finance loans. We currently offer borrowers multiple features to lower their cost of debt and enhance their financial health, including balance transfers (where a borrower’s existing credit card debt is directly paid down and the loan is consolidated into a fixed-rate term loan) and joint applications (where borrowers may receive a better rate when they jointly apply for a personal

To execute on our vision, grow the business responsibly and create value for our stockholders, it is critical that we have a sophisticated, dedicated and committed management team, overseen by an independent Board of Directors (the “Board”) with substantial and relevant expertise.


~~2022~~2023 Strategic Priorities and Results

Our management team and Board are deeply focused on the evolution, execution and oversight of our strategy. Below is a summary of key ~~2022~~2023 strategic priorities and how we executed against them.

~~Executing against~~


Responsiveness to Stockholder Feedback

Our Board believes it is important to maintain an open dialogue with stockholders to understand their views on the Company, its strategy and its governance and compensation practices. Therefore, we engage with stockholders regularly and solicit feedback annually on our ~~2022 strategic priorities drove record financial results~~compensation and governance practices. Consistent with prior years, members of our management team participated in ~~2022.~~these conversations, and stockholders were also offered the opportunity to speak with a member of our Board. Stockholders have overwhelmingly expressed support for the proactive approach the Company has taken to solicit and incorporate stockholder feedback.

In early 2023 and early 2024, we reached out to stockholders representing, in aggregate, an estimated 50% and 46% of our then outstanding shares, respectively, and held meetings with those that requested a discussion, including with the governance departments of some of our largest institutional stockholders. Some stockholders declined our invitation for a discussion, citing a lack of questions or concerns. In total, since January 1, 2023 through our annual stockholder outreach, we have had conversations with stockholders holding, in aggregate, an estimated 42% of our outstanding shares. In addition to our annual stockholder outreach on governance and compensation practices, we maintain ongoing dialogue with many of our stockholders through our investor relations program.

Overall, the stockholders we engaged with expressed support for our strategy and compensation and governance practices. Among other things, stockholders inquired about the cadence of the Company’s review of its ESG disclosures and supported the Company’s commitment to incrementally evolve and enhance its ESG disclosures as rulemaking on the topic evolves and is finalized. Further, stockholders recognized that executive retention is critical over the next few years as the Company navigates the current macroeconomic environment and positions the Company to resume growth. Below is a summary of other feedback we received from our ~~total revenue~~stockholders and ~~GAAP consolidated net income/loss performance.~~how we’ve responded.


What We Heard		What We Have Done
Equity Programs
~~Responsiveness~~•Stockholders expressed a desire for us to ~~Stockholder Feedback~~reduce the dilution from our equity compensation program	•Evolved compensation program to reduce equity utilization (see below) •Terminated evergreen provision in our 2014 Equity Incentive Plan, as amended and restated (the “2014 Equity Incentive Plan”), resulting in forfeiture of over 7 million shares that would otherwise be available for grant •Committed to not issue any of the remaining 1.34 million shares available for grant under the 2016 Radius incentive plan •Amended the 2014 Equity Incentive Plan to limit ability to accelerate awards
PBRSU Design
•Some stockholders expressed a desire for us to diversify our performance-based restricted stock unit (“PBRSU”) program to include an ambitious, but attainable, multi-year operating metric	•Allocated 50% of the intended value of our 2024 PBRSUs to achievement against a 3-year operating metric •Continued to allocate the remaining 50% of the intended value of our 2024 PBRSUs to achievement against a 3-year relative TSR metric, with target performance remaining at the 55th percentile
Corporate Governance
•Stockholders continue to support our efforts to declassify the Board	•For the seventh consecutive year, the Board is recommending a proposal to phase-out our classified Board at this year’s Annual Meeting •Despite the support of 99% of stockholders that voted in 2023, the proposal has not yet received the requisite number of votes to pass
•Some stockholders prefer that we eliminate the supermajority vote requirement to amend our governing documents	•For the second consecutive year, the Board is recommending a proposal to eliminate the supermajority voting requirement to amend our governing documents at this year’s Annual Meeting •Despite the support of 99% of stockholders that voted in 2023, the proposal has not yet received the requisite number of votes to pass
•Stockholders appreciated our willingness to evolve and adopt policies to reflect feedback and heightened standards	•Implemented a 1-year holding period on vested equity awards, net of taxes, for executive officers •Adopted clawback policies with coverage greater than applicable requirements
•Stockholders support the refreshment and composition of our Board	•Appointed two new directors in 2023 •Majority of Board appointed since 2021, with recent appointments adding diversity and significant banking experience

Our Board and Compensation Committee have undertaken a number of changes or measures to be responsive to feedback regarding our governance and compensation practices each year since 2017. Below is a brief summary of what we have done. Stockholders have overwhelmingly expressed support for the initiative the Company has taken to solicit and incorporate stockholder feedback.


~~Proposed Amendment and Restatement of 2014 Equity Incentive Plan~~Reducing Dilution

Our Board believes that our success depends on the ability to attract the best available personnel. Therefore, we strive to provide compensation packages that are competitive, reward personal and company performance, and enable us to recruit and retain the talent necessary to operate our business and execute against our intermediate and long-term strategic objectives. To that end, the Company operates a broad-based equity program to deliver market compensation while driving alignment with stockholders across the organization. In ~~2022, a total of 866 employees (over 50%) received an equity award,~~connection with our ~~executive officers receiving 16.6% of the total intended value. Without an equity compensation program, we believe we would be at a significant disadvantage~~proposal in ~~terms of recruiting~~2023 to amend and ~~retaining talent, especially for leadership roles and relative to other fintech companies operating in the San Francisco Bay Area market.~~

However, we are also cognizant of the dilution created by our equity compensation program on our stockholders. Although, we have implemented a number of measures intended to mitigate the level of dilution, it remains elevated. Therefore, as part of our commitment to good and proactive governance, in January 2023 we filed a Winter 2023 stockholder outreach presentation with the Securities and Exchange Commission (the “SEC”) to, among other things, solicit feedback on a proposal to extend the expiration ofrestate our 2014 Equity Incentive Plan, ~~(the “Plan”) by four years~~we made an accompanying commitment to ~~December 2028. We believe~~materially reduce the ~~proposal~~dilution created from our equity compensation program. Specifically, our stated targets are to extend the expiration of our Plan is a win-win for the Company and our stockholders by allowing the Company additional time to grant existing shares while facilitating significant reductions to dilution over time. Specifically, if our proposal to amend and restate the Plan is approved, we expect to significantly reduce equity utilization through a combination of prudent use of equity, operational changes (such as changes in withholding mechanics), higher stock price and/or steady shift towards cash-based awards/compensation. Notably, we will target reducing the overhang and annual utilization rate from our equity compensation program to below 20% and 4%, respectively, by the end of 2027.

In discussing with stockholders, we noted the substantial measures we had already taken to manage dilution, including:

•Reduced Award Sizes. Adjusted our internal guidelines to reduce target equity award sizes by 25%.

•Cliff Vesting. All equity awards to new hire employees have a one-year cliff before vesting begins.

•Cash-Choice Program. We created a “cash-choice” program where non-executive employees can elect to receive a portion of their long-term incentive award in the form of a fixed value cash award in lieu of equity.

•Stock Options. We discontinued our use of stock options for equity awards, and instead award restricted stock units (“RSUs”) and PBRSUs to our employees and executives as long-term incentive awards.

~~Importantly, the proposal does not request any new shares, nor does it request an extension~~•Tax Withholding for Equity Awards. We changed our withholding practices on employee compensation income from RSU/PBRSU vest events to hold back a portion of the ~~previously stockholder approved evergreen provision.~~ ~~Below is an overview~~newly vested shares and remit cash from our treasury accounts to the tax authorities, in lieu of selling shares into the ~~proposal.~~open market.

~~The~~We discussed, and stockholders ~~that we engaged with generally expressed support for our proposal to amend~~appreciated and restate the Plan, as well as our accompanying commitment to reduce dilution and adopt various best practices. In particular, stockholders noted that the proposal was thoughtful and appreciated the Company’s transparency and self-awareness. With respect to dilution, stockholders recognized the significant steps the Company has taken to date and welcomed the commitment to significantly reduce dilution from the Company’s compensation programs over time. Further, stockholders appreciatedacknowledged, that equity compensation is a fundamental component of the Company’s ability to deliver ~~market~~competitive levels of compensation and that ~~abruptly shifting to and increasing cash compensation to offset unavailability of~~further reductions in equity compensation would need to be ~~disadvantageous~~offset by increases in ~~the current economic climate and may also adversely impact the Company’s ability~~cash compensation in order to ~~attract and~~ retain the human capital necessary to execute and advance ~~its~~the Company’s strategy. ~~With respect~~

Equity awards are denominated in dollars to employees and then converted into shares/units; typically, by dividing the ~~timing~~intended target dollar value by the 30-day trailing average of the ~~proposal, stockholders recognized that~~Company’s stock price. Consequently, an increasing stock price results in reduced dilution as fewer shares are required to cover the ~~sooner~~intended target dollar value of an equity award. The Company considered the ~~Company is provided more time~~merits of not implementing any program changes and instead waiting for stock price appreciation to ~~use its existing share reserve, the more expeditiously and systematically it can begin taking measures to~~naturally reduce the dilution created from its equity compensation program. However, the Company determined that being more proactive with respect to reducing dilution, without the benefit of stock price appreciation, was preferable given the feedback the Company received from its stockholders on the importance and urgency of reducing dilution.

~~Finally, while some stockholders expressed~~Accordingly, in 2024 we adopted a ~~preference for~~program whereby all long-term incentive awards, including those granted to executives, are bifurcated into an equity ~~incentive plan that does not contain an evergreen provision, all stockholders we spoke~~portion (e.g., PBRSU and/or RSU) and a fixed value cash-based portion, with ~~appreciated that~~ the ~~Company’s proposal does not include an extension of~~fixed value cash-based portion vesting over 3-years like the ~~evergreen provision~~equity portion. This program change is intended to decrease equity utilization, while keeping target compensation levels intact and ~~acknowledged that~~providing the Company ~~is entitled~~another multi-year retention feature in its compensation program. We believe this program was the best available solution to balance reducing dilution, rewarding and retaining employees, and managing compensation expense. For executives, compensation remains largely performance based with a majority of total target compensation in the ~~final remaining evergreen tranche in 2024 per the original terms~~form of ~~the Plan.~~a multi-year long-term incentive award.

~~Further details regarding~~The Company grants long-term incentive awards quarterly, with a substantial majority of grants made in the ~~proposed amendment~~Q1 grant cycle, as the Q1 grant cycle includes annual refresh awards as compared to the Q2 through Q4 grant cycles which typically consist entirely of new-hire awards. The below graphic depicts the number of shares underlying long-term incentive awards granted in Q1 of 2023 and ~~restatement~~2024, illustrating the impact of program changes on our ~~2014 Equity Incentive Plan can be found in Proposal Six~~use of ~~this Proxy Statement, beginning on page~~ 70.equity.


~~Board Composition~~

The Board maintains a robust refreshment process and remains focused on ensuring that the skills and experiences of the Board align with the Company’s evolving business. In the past four years, the Board has appointed six new members, all of whom brought different but relevant skills to our Board. The information in the table and graphs below describes the current composition of our Board and Board committees.

Directors Faiz
Ahmad Stephen Cutler Allan Landon Timothy Mayopoulos
John C. (Hans) Morris
Independent Chairman
Kathryn Reimann
Scott Sanborn
Chief Executive Officer
Erin Selleck Michael Zeisser
Age 51 61 75 64 64 66 53 66 58
Director Since 2022 2023 2021 2016 2013 2022 2016 2021 2019
Independent a a a a a a a a
Current Committee Membership
Audit a Chair a a
Compensation a a Chair
Credit Risk and Finance a a Chair a
Nominating and Corporate Governance a a Chair
Operational Risk a a Chair a a
Skills & Experience
Consumer Banking a a a a a a
Fintech a a a a a
Consumer Internet a a a a
Financial Markets a a a a a a a
Legal/Regulatory a a a a a a
Marketing/ PR a a
Compensation/ Employee Matters a a a a
Public Board Experience a a a a a
Risk Management a a a a a a a
Technology/ Product a a a a
Cybersecurity a a


Social


LendingClub is a social impact business with a mission of ~~empowering~~advantaging our members onand helping them achieve their ~~path to better~~ financial ~~health.~~goals. We advance this mission through a ~~technology enabled~~technology-enabled business model focused on ~~the~~ economic ~~empowerment of Americans across the income spectrum, especially those that have not been well served by traditional banks.~~empowerment.


This aspiration, combined with our values, has driven us to lead the financial industry in advancing several policies and programs designed to reduce disparities, protect consumers and small businesses from irresponsible financing practices, and encourage innovation that supports financial health.


Championing Financial Health

Through our digital marketplace bank, we help our members onachieve their ~~path towards~~ financial ~~health~~goals by enabling them to pay less on their existing debt and earn more on their savings. ~~By receiving a loan through LendingClub’s platform, many of our members take the first step toward financial health by refinancing out of higher cost debt.~~


In fact, ~~our borrowers have told us that approximately~~over 80% of personal loans ~~received~~originated through LendingClub’s platform are used ~~for refinancing~~to refinance or ~~consolidating~~consolidate credit card debt. ~~They also~~Our members have told us that wetaking out a LendingClub loan for debt consolidation improved their financial health, by reducing the APR on their debt by approximately ~~four~~five percentage points on average and improving their credit score while providing a responsible paydown plan. We believe we are well positioned to increase our engagement with existing members by offering additional products and services to enable them to manage and improve their financial ~~health.~~situation.						LendingClub personal loans save borrowers in interest, while providing a responsible paydown plan to help ~~borrowers~~them regain control of their financial health.


~~In order to champion the financial success of our members with fairness, simplicity and heart, we~~ We have also implemented a number of initiatives to support our ~~borrowers~~members during difficult times. All of our members have a 15-day grace period to make loan payments with no penalty. We also launched a loan extension program, which extends the repayment term for eligible borrowers ~~that~~who fell behind on their loan payments and have resumed making regular payments. The program allows such borrowers to become current on their loan and pay any past-due amounts at the end of the loan’s new repayment term, and helps borrowers that may have experienced temporary financial difficulty. Additionally, we offer relief programs to eligible borrowers to provide flexibility during ~~tough times~~crises, like natural disasters. ~~During~~For example, during COVID-19, we waived late fees for existing borrowers and launched new hardship plans tailored for the COVID-19 pandemic, which helped borrowers preserve their financial health in a difficult economic and credit environment. ~~To support our small business borrowers,~~ We have also worked with external stakeholders to better understand the issues affecting consumer financial health. For example, from 2021 to 2023, we ~~leveraged our digital banking capabilities~~collaborated with PYMNTS to ~~support~~prepare twenty-nine paycheck-to-paycheck reports. Through these reports, we sought to explore the ~~Paycheck Protection Program (“PPP”). Throughout~~paycheck-to-paycheck landscape and provide a deep look into the ~~pandemic, we cumulatively facilitated over $870 million~~core elements of ~~PPP loans to help small businesses keep over 75,000 people employed.~~American consumers’ financial wellness, including their income, savings, debt and spending choices.


Competitive Interest Rates and Increased Savings

Our technology is fundamental to our ability to deliver better rates and products. Over the past 1516 years, we’ve refined our ~~advance~~ credit decisioning and machine-learning models with more than 150 billion cells of data ~~and~~derived from over ~~$80~~$90 billion inof issued loans. With this ~~underwriting~~ technology, we’re able to underwrite loans more efficiently, which enables us to offer lower interest rates to our borrowers.						Federal Reserve researchers found that LendingClub-facilitated loans maintain exceptionally low default rates while extending access to ~~credit to riskier borrowers.~~credit.


On average, LendingClub members save ~$~~1,800~~2,200 over the term of a 36 month personal loan.						Researchers from the Federal Reserve Bank of St. Louis found that LendingClub loans have had lower APRs than credit cards across FICO bands. Additionally, researchers from the Federal Reserve Bank of Philadelphia have found that “consumers pay smaller spreads on loans from LendingClub than from credit card ~~borrowing”,~~borrowing,” which is supported by our data that indicates that our members save approximately ~~$1,800~~$2,200 on average over the term of a 36 month personal loan from LendingClub. These savings also extend to our auto refinance loans, which reduce the APRs members pay by over three percentage points and results in average savings of approximately ~~$2,100~~$2,500 over the life of the auto loan.


We’ve also advocated for policies that encourage lending to minority-owned small businesses, such as urging the CFPB to implement Section 1071 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, which requires lenders to report data on how they are serving minority- and women-owned firms. We believe that such policies will encourage innovation in lending, which may allow better inclusion of minority- and women-owned businesses by the financial services industry.

Helping Small Business

We are focused on supporting small ~~businesses. We’ve partnered with the nonprofit community development financial institution Accion Opportunity Fund to increase small business owners’ access to transparent, affordable,~~businesses and ~~responsible credit. We~~ believe that our small business lending activities have helped create or sustain over 100,000 jobs, in addition to helping the over 75,000 people that were able to remain employed with the over $870 million of PPP loans we facilitated during the pandemic. Further, a study from the Federal Reserve Bank of Philadelphia using LendingClub data found that fintech lenders, like LendingClub, “have been able to expand credit access to those underserved small business owners who are not likely to receive funding from traditional lenders…and in those areas that face a higher local unemployment rate.”


~~Through our partnership with Accion Opportunity Fund, we have achieved 5x~~We are focused on supporting small businesses and ~~4x the representation of minority-owned and women-owned businesses, respectively, in~~believe that our small business lending ~~compared to conventional banks.~~activities have helped create or sustain over 100,000 jobs.


We also helped form the Responsible Business Lending Coalition to drive responsible practices in the small business lending sector. With the Responsible Business Lending Coalition, we co-wrote the Small Business Borrowers Bill of Rights, the first cross-sector consensus on responsible small business lending and the rights that small business owners deserve when obtaining a loan. Since its creation, the Small Business Borrowers Bill of Rights has been signed by over 110 nonprofits, community development financial institutions, fintechs and banks and has inspired a wave of small business protection laws across the U.S.


We believe that innovation in the financial services industry can lower prices for small businesses. However, in order for small business customers to identify and benefit from lower prices, they need to be able to easily compare the prices they are being offered. Accordingly, LendingClub and its coalition partners helped lead the passage of the nation’s first small business truth-in-lending law, California Senate Bill 1235, to help protect small businesses from irresponsible lending that disproportionately harms entrepreneurs of color. Similar legislation has since passed in New York and has been introduced in Connecticut, Maryland, New Jersey and North Carolina. Finally, we recently endorsed a bill introduced in the United States House and Senate that would extend the transparency standards of the federal Truth in Lending Act to small business financing.


Corporate Governance Guidelines						Business Conduct and Ethics Policy
Our Corporate Governance Guidelines promote the effective functioning of our Board and its committees, promote the interests of our stockholders, ensure a common set of expectations as to how our Board, its committees, individual directors and management should perform their functions, and provide a flexible framework within which the Board may conduct its business.						Our business conduct and ethics policy applies to all our directors, officers, employees and authorized third-party representatives and promotes certain actions, including honest and ethical conduct, compliance with laws, rules and regulations, the protection of LendingClub assets (including corporate opportunities and confidential information), and fair dealing practices, among others.

Officer Stock Ownership Guidelines						Non-Employee Director Ownership Guidelines
Under guidelines adopted by our Compensation Committee, our CEO should hold equity in LendingClub with a value of six times base salary, our CFO should hold equity with a value of three times base salary, and all other Section 16 officers should hold equity with a value of two times base salary. For additional information, see the section titled “Additional Governance Measures — Stock Ownership Guidelines” on page ~~40.~~38.						Each non-employee director should hold an equity in LendingClub equal to at least $400,000 in ~~value.~~value, which is 10x the base cash retainer for Board service. For additional information, see the section titled “Director Compensation — Director Stock Ownership Guidelines” on page ~~26.~~24.


Human Capital/ Diversity & Inclusion


Our success depends, in large part, on our ability to recruit, develop, motivate and retain employees with the skills to execute our long-term strategy. We participate in a competitive market for talent and aim to distinguish ourselves by offering our employees the opportunity to make a meaningful positive impact on the financial health of Americans in an innovative technology-oriented environment. We also offer competitive compensation and benefits. Our compensation programs consist primarily of base salary, annual corporate bonus opportunity and long-term equity and cash awards. We are committed to providing equal pay for equal work. To support this, we regularly conduct pay equity surveys to ensure our compensation programs are applied equitably across our workforce and benchmark ourselves against industry best practices. Our benefits programs consist of comprehensive health, dental and welfare benefits, including a 401(k) matching program and standalone mental health coverage. We ~~are committed~~also provide employees with opportunities to support their communities by providing ~~equal pay~~dollar-for-dollar matching on qualified charitable donations up to $300 per year per eligible employee. Employees can also receive up to eight hours of paid time off for ~~equal work. To support this, we’ve instituted pay equity assessments and benchmark ourselves against industry best practices.~~eligible volunteer activities.


~~On January 12,~~ In 2023, our total headcount decreased by 560 employees compared to the prior year, primarily due to the workforce reduction plans we ~~announced a plan~~implemented during the year to ~~streamline our operations and more closely~~ align our ~~expense~~cost structure to ~~loan volume and revenue. The plan included a reduction of~~ our ~~workforce by 225 employees and a reorganization to align responsibilities~~financial profile given the continued adverse impact of the ~~operation and utilization of~~evolving macroeconomic environment on our ~~investor marketplace and bank balance sheet (the “Workforce Reduction”).~~business. For employees impacted by ~~the Workforce Reduction,~~a workforce reduction plan, we offered severance, extended benefits coverage and outplacement assistance.


We strive to create a welcoming and empowering environment where our employees feel that they are reaching their full potential, are highly engaged and are doing what they do best every day to accomplish our mission and vision. We support our employees professionally through onboarding programs, on-the-job training, career development sessions and performance check-ins. We monitor employee satisfaction and engagement through semi-annual engagement surveys. The survey results provide an important measure of how employees experience our workplace, culture, priorities and values, and we use the survey results to make informed decisions about the LendingClub experience. During our most recent survey in the Fall of 2023, 91% of LendingClub employees responded. Our five highest rated categories were team camaraderie, accountability, manager, feedback and fair treatment. Our employee experience has earned a number of external recognitions, including being ranked #44 and #38 on Newsweek’s list of the top 100 most loved workplaces for ~~2022;~~2023 and 2022, respectively; being named one of the 2022 Best Workplaces in Financial Services & Insurance by Great Place to Work® and Fortune; Top Workplaces USA awards in 2022 and 2023; Top Workplaces awards for our Lehi, Utah office for every year in which we have operated an office there (2019, 2020, 2021, ~~2022)~~2022, 2023); Greater Bay Area Top Workplaces award for our San Francisco, California office in 2022; a score of 90 and a perfect score of 100 in the Human Rights Campaign Foundation’s 2023 and 2022 Corporate Equality ~~Index;~~Index, respectively; and inclusion on Bloomberg’s Gender-Equality Index in 2022 and 2023.			Leading Workplace
			#44 & #38 on Newsweek’s Top 100 Most Loved Workplaces in 2023 & 2022

			2022 Best Workplaces in Financial Services & Insurance

			Top USA Workplaces 2022 & 2023

			Lehi, Utah Top Workplaces 2019, 2020, 2021, 2022 & ~~2022~~2023

			Greater Bay Area Top Workplaces 2022

			Human Rights Campaign Foundation’s 2022 Corporate Equality Index

			Bloomberg’s 2022 & 2023 Gender-Equality Index


We ~~have always been committed~~adhere, and expect all of our employees to ~~advancing~~adhere, to our business conduct and ethics policy, which, among other things, sets forth numerous policies designed to provide for a safe, ethical, respectful and compliant work ~~environment for~~environment. During the COVID-19 pandemic, our ~~employees.~~commitment to our employees was guided by a core principle: keep our employees safe. With that principle in mind, in 2020, ~~during the COVID-19 pandemic,~~ we rapidly and effectively implemented a work from home program. In 2022, we reopened our physical offices ~~while periodically calibrating our return to office strategy in public health guidance in combination with the needs of our employees.~~and have since adopted a hybrid work model.


We continue to work hard to create a workplace that is welcoming and empowering for all. ~~In addition to anti-racism, inclusive hiring~~We have executive-sponsored leadership and ~~breaking-bias trainings~~mentorship programs for all ~~of our~~ employees, ~~we have executive-sponsored programs~~including those designed to provide women and under-represented individuals with leadership tools and growth opportunities. Further, we have employee resource groups and an allyship program designed to empower ~~our~~all interested employees to advocate for ~~the growth of minorities and build~~ a more diverse and inclusive workplace. We have also established a program focused on supplier diversity to encourage contracts and partnerships with minority-owned businesses.


We are an equal opportunity employer and make employment decisions without regards to race, color, religion or religious creed, gender, gender identity, gender expression, transgender status, marital status, registered domestic partner status, age, national origin, ancestry, disability, medical condition, genetic characteristics, sexual orientation, natural hairstyles, military or veteran status or any other considerations made unlawful by applicable federal, state or local laws (“protected characteristics”). We also prohibit discrimination or harassment based on any protected characteristics or the perception that anyone has any of these protected characteristics, or is associated with someone who has or is perceived as having any of these protected characteristics.


			We believe that having a diverse and inclusive workplace delivers better outcomes for our members and enables our employees to be their best.


Diversity and inclusion are core to our corporate culture and we continue to strive to improve the diversity of talent within the financial services industry. We also treat diversity as an important consideration when making hiring decisions. We believe that the diversity of our employee base should represent the diversity of our customer base. For open roles at all levels of our workforce, including leadership positions (i.e., VP level and above), we aim for a ~~50%~~ diverse candidate slate and diverse interview panel. We promote policies and regulations that prevent and/or address discrimination, including with respect to the use of artificial intelligence and fair and responsible lending to communities of color. Our efforts were recognized by Top Workplaces in 2022 as a Diversity, Equity and Inclusion Standout Company, reflecting our employee involvement, hiring processes, development practices and inclusive benefits. We intend to continue undertaking measures to enhance our efforts with respect to diversity and inclusion.


Below is a summary of certain demographic information of our full-time workforce as of December 31, ~~2022,~~2023, and specifically those employees that serve in leadership positions (i.e., VP level and above).

Full-Time Workforce

Leadership Workforce

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

LendingClub Board

Our Board oversees the strategy and overall business affairs of the Company. A key principle of our Company is maintaining the highest level of trust with customers, regulators, stockholders and employees. We have an active and engaged Board that is committed to fulfilling its fiduciary duties to our Company and stockholders, and helping us continue to earn the trust of our stakeholders. Currently all members of our Board also serve on the board of directors of our banking subsidiary, LendingClub Bank, and therefore are entrusted with monitoring and ensuring the safety and soundness of our banking operations as required by applicable banking regulations. Our Board is also responsible, in conjunction and consultation with the Compensation Committee, for periodically reviewing the performance of our CEO and for providing oversight of talent development and retention. Further, our Nominating and Corporate Governance Committee is responsible for providing primary oversight and review of our progress and disclosures with respect to Environmental, Social and Governance (“ESG”) matters.

Our Board currently has ~~nine~~ten members and may establish a different number of authorized directors from time to time by resolution. ~~Eight~~All nine of our current non-employee directors are independent within the meaning of the listing standards of the New York Stock Exchange (“NYSE”). Our Board is currently divided into three staggered classes of directors. At each annual meeting of stockholders, a class of directors is elected for a three-year term to succeed the same class whose term is then expiring. Our Board has proposed to phase out the classified board structure subject to stockholder approval of Proposal Four of this Proxy Statement at the Annual Meeting. If that proposal passes, our Board will phase into a structure in which all directors will be up for election each year to serve a term ending at the next annual meeting of stockholders.

Our Class ~~III~~I directors standing for re-election, if elected, will continue to serve as directors until the ~~2026~~2027 Annual Meeting of Stockholders and until his or her successor has been elected and qualified, or until his or her earlier death, resignation or removal.

Stockholder Outreach and Feedback

Our Board believes it is important to maintain an open dialogue with stockholders to understand their views on the Company, its strategy and its governance and compensation practices. Therefore, we engage with stockholders regularly and solicit feedback annually on our compensation and governance practices. ~~Consistent with prior years, members~~Members of our management team ~~participated~~participate in these conversations, and stockholders ~~were~~are also offered the opportunity to speak with a member of our Board.

~~This outreach cycle, we filed stockholder outreach presentation materials with the SEC in January 2023.~~ In early 2023 and early 2024, we ~~actively~~ reached out to stockholders representing, in aggregate, an estimated 50% and 46% of our then outstanding shares, respectively, and held meetings with those that requested a discussion, including with the governance departments of some of our largest institutional stockholders. Some stockholders declined our invitation for a discussion, citing a lack of questions or concerns. In total, since January 1, 2023 through our annual stockholder outreach, we have had conversations with stockholders holding, in aggregate, an estimated 42% of our outstanding shares. In addition to our annual stockholder outreach on governance and compensation practices, we maintain ongoing dialogue with many of our stockholders through our investor relations program. In ~~total, since January 1, 2022,~~addition to our annual stockholder outreach on governance and compensation practices, we ~~have had conversations~~maintain ongoing dialogue with ~~stockholders holding, in aggregate, an estimated 46%~~many of our ~~outstanding shares.~~stockholders through our investor relations program.

Overall, the stockholders we engaged with expressed support for our ~~strategy and~~ compensation and governance practices, including our efforts to declassify the Board and remove the supermajority voting standard. Stockholders further recognized the inherent social good of the Company’s business model and welcomed the Company’s disclosures on ESG matters. Certain stockholders inquired about the cadence of the Company’s review of its ESG disclosures and supported the Company’s commitmentSee “Proxy Summary – Responsiveness to incrementally evolve and enhance its ESG disclosures. Some stockholders also encouraged the Company to explore more leveraged compensation programs to further incentivize and reward management for outperformance scenarios, as well as explore diversifying the PBRSU program to include an ambitious, but attainable, multi-year operating metric to supplement the existing TSR metric.

Importantly, stockholders also generally expressed support for our proposal to amend and restate our 2014 Equity Incentive Plan, as well as our accompanying commitment to reduce dilution and adopt various best practices. In particular, stockholders noted that the proposal was thoughtful and appreciated the Company’s transparency and the self-awareness it reflected. With respect to dilution, stockholders recognized the significant steps the Company has taken to date and

In selecting Mr. Morris as the independent Chairman, the Board considered his strong and relevant experience in financial services technology and the financial services industry, ability to provide effective leadership and facilitate open dialogue, and ability to devote sufficient time and attention to the position.

Board Role in Risk Oversight

Management is responsible for assessing and managing risk, subject to Board oversight directly and through its committees. The oversight responsibility of the Board and its committees is informed by reports from our management team, including our Chief Risk Officer and an internal audit team, ~~that~~which are designed to provide visibility to the Board about the identification and assessment of key risks and our risk mitigation strategies. In addition, the Board has requested and has been receiving regular updates from management regarding our response to the recent changes in the macroeconomic environment (including increasing interest rates, elevated inflation and changing market dynamics) and their impacts on us and our customers, employees and other stakeholders, and our efforts to mitigate these impacts.

The Board has delegated to the Operational Risk Committee and Credit Risk and Finance Committee (each comprised of independent directors) primary responsibility for the Board’s oversight of risk management. The Operational Risk Committee is primarily focused on reputational, legal, compliance and operational risk, including cybersecurity risk. The Credit Risk and Finance Committee is primarily focused on credit, market, interest rate and liquidity risk. In accordance with their charters, the Operational Risk Committee and Credit Risk and Finance Committee (collectively, the “Risk Committees”) assist our Board in its oversight of our key risks, including credit, technology and security, strategic, legal, regulatory (other than related to our financial reporting), compliance and operational risks, as well as the guidelines, policies and processes for monitoring and mitigating such risks. The Operational Risk Committee meets with ~~members of~~ our ~~information technology department~~Chief Information Security Officer at least once per year to ~~assess information security risks (including~~discuss the Company’s approach to cybersecurity ~~risks)~~risk management and to evaluate the status of our cybersecurity efforts, which include a broad range of tools and training initiatives that are designed to work together to protect the data and systems used in our business. The Operational Risk Committee also receives presentations and reports on cybersecurity risks and information regarding any cybersecurity incident that meets established reporting thresholds, as well as ongoing updates until such incident has been addressed. We have also established Management Risk Committees to oversee our enterprise risk management program and provide a central oversight function to identify, measure, monitor, evaluate and escalate key risks (including cybersecurity risk) for oversight at the Board level.

The other standing Board committees oversee risks associated with their respective areas of responsibility. For example, our Audit Committee has the responsibility for overseeing the integrity of our financial reporting, including related policies

Meetings and Attendance

In ~~2022,~~2023, the Board held ~~7 meetings (including regularly scheduled and special meetings) and acted by unanimous written consent 5 times.~~9 meetings. Each director attended at least 75% of the aggregate of (i) the total number of meetings of our Board held during the period for which he or she has been a director and (ii) the total number of meetings held by all committees of our Board on which he or she served during the periods that he or she served. Although we do not have a formal policy regarding annual meeting attendance by members of our Board, we encourage our directors to attend. ~~All then continuing~~Eight of our ten directors attended our ~~2022~~2023 Annual Meeting of Stockholders.

In addition, each member of our Board is also a board member of our banking subsidiary, LendingClub Bank. In ~~2022,~~2023, LendingClub Bank held a total of 6258 meetings of the board or meetings of committees of the board. Each director attended at least 75% of the aggregate of (i) the total number of meetings of the board of LendingClub Bank during the period for which he or she has been a director and (ii) the total number of meetings held by all committees of the board of LendingClub Bank on which he or she served during the periods that he or she served.

Often, in conjunction with the regularly scheduled meetings of the Board, the independent directors also meet in executive sessions outside the presence of management. The independent Chairman of our Board, among other responsibilities, presides over such meetings.

Board Committees

Our Board has established an Audit Committee, a Compensation Committee, a Credit Risk and Finance Committee, a Nominating and Corporate Governance Committee and an Operational Risk Committee. The current composition and responsibilities of each of the committees of our Board are described below.

Members serve on committees until their resignation or until otherwise determined by our Board. Each of these committees has a written charter, which, along with our Corporate Governance Guidelines, are available on our website at http://ir.lendingclub.com under the heading “Corporate Governance.”

other compensatory fee from the listed company or any of its subsidiaries or (ii) be an affiliated person of the listed company or any of its subsidiaries.

All of the members of our Audit Committee are independent directors as defined under the applicable rules and regulations of the SEC and the NYSE.

Our Audit Committee oversees financial risk exposures, including monitoring the integrity of our consolidated financial statements, internal controls over financial reporting, our internal audit function and the independence of our independent registered public accounting firm. Our Audit Committee receives internal control-related assessments and reviews and discusses our annual and quarterly consolidated financial statements with management. In fulfilling its oversight responsibilities with respect to compliance matters affecting financial reporting, our Audit Committee meets at least quarterly with management, our internal audit department, our independent registered public accounting firm, our internal legal counsel and compliance department to discuss risks related to our financial risk exposures.

During ~~2022,~~2023, our Audit Committee held 12 meetings.

Compensation Committee

The current members of our Compensation Committee are Faiz Ahmad, Allan Landon, Janey Whiteside and Michael Zeisser (chair). All of the members of our Compensation Committee are independent under the applicable rules and regulations of the SEC and the NYSE.

Our Compensation Committee oversees our executive officer and director compensation arrangements, plans, policies and programs and administers our cash-based and equity-based compensation plans and arrangements for employees generally. Our Compensation Committee also oversees our broader compensation philosophy and approach to human capital. From time to time and as it deems appropriate, our Compensation Committee may delegate its authority to subcommittees and, with respect to non-executive officer compensation, to our officers.

Operational Risk Committee

The current members of our Operational Risk Committee are Faiz Ahmad, Stephen Cutler, Timothy Mayopoulos (chair), Kathryn Reimann and Erin Selleck. Our Operational Risk Committee assists our Board in its oversight of our key risks, including technology and security (including cybersecurity risk), strategic, legal, regulatory (other than related to our financial reporting), compliance and operational risks, as well as the guidelines, policies and processes for monitoring and mitigating such risks.

During ~~2022,~~2023, our Operational Risk Committee held 4 meetings.

Additional Governance Measures

For information regarding additional governance measures we have implemented in recent years, please see the section titled “Additional Governance Measures” beginning on page ~~40.~~37.

Business Conduct and Ethics Policy

Our Board adopted a business conduct and ethics policy that applies to all of our employees, officers and directors, including our CEO, CFO and our other executive officers. The full text of the business conduct and ethics policy is posted on the investor relations section of our website at http://ir.lendingclub.com under the heading “Corporate Governance.” We intend to disclose future amendments to certain provisions of our business conduct and ethics policy, or waivers of provisions contained therein, on our website or in public filings.

Compensation Committee Interlocks and Insider Participation

None of the members of our Compensation Committee are or have at any time during the past fiscal year been one of our officers or employees. None of our executive officers currently serve or in the past fiscal year have served as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our Board or our Compensation Committee.

Nominees for Director

Faiz Ahmad joined our Board in August 2022. From August 2022 to March 2024, Mr. Ahmad served as Chief Commercial Officer of YETI Holdings, Inc. Prior to joining YETI, Mr. Ahmad was CEO, Direct-to-Consumer from June 2020 to July 2022 and Chief Digital Services Officer from September 2019 to June 2020 at Optum, a subsidiary of United Health Group, where he led the creation and go-to-market strategy for Optum’s direct to consumer digital health marketplace for care and pharmacy needs. He also served as Senior Director and Global Head for the Apple Online Store and Apple Retail Market Development for Apple Inc. from February 2015 to August 2019, where he was responsible for the growth strategy, including customer acquisition and affinity programs, for Apple’s retail markets. He also held leadership positions at Delta Airlines, and, in his last role as Managing Director, managed Delta’s digital and customer facing touch points while overseeing the overall digital strategy, global business development, product roadmaps and experience design. Mr. Ahmad received his Master of Business Administration from Emory University and graduated from the Manipal Institute of Technology in India with a Bachelor of Engineering. Mr. Ahmad was chosen as a member of our Board because of his extensive experience in leveraging technology to transform the customer experience for consumer brands.

Allan Landon joined our Board in February 2021. Since June 2011, Mr. Landon has served in various capacities at the University of Utah, including Innovation Advisor, Assistant Dean and Adjunct Professor at the David Eccles School of Business. His teachings cover business leadership and banking courses and help develop experiential learning programs. He also directs the Utah Center for Financial Services. From July 2011 to July 2018, Mr. Landon was Operating Partner at Community BanCapital and CBC Management GP, an Investment Management company. From 2004 to 2010, Mr. Landon served as Chairman and Chief Executive Officer of Bank of Hawaii. Before joining Bank of Hawaii, Mr. Landon was the Chief Financial Officer of First American Bank. Earlier Mr. Landon was a Certified Public Accountant (CPA) and partner with Ernst & Young, serving public and privately-owned community, regional banks and other financial institutions. Mr. Landon is a member of the Boards of Directors of Electronic Caregiver, Inc., and previously served on the Board of Directors of State Farm Mutual Automobile Insurance and Whistic, Inc. Mr. Landon holds a B.S. from Iowa State University. Mr. Landon was chosen to serve on our Board because of his extensive experience in the banking and financial services industry.

Timothy J. Mayopoulosjoined our Board in August 2016. Since October 2023, Mr. Mayopoulos has served as CEO of Power Forward Communities, a nonprofit dedicated to decarbonizing American homes. During March 2023, Mr. Mayopoulos served as President and CEO of Silicon Valley Bridge Bank, N.A. From January 2019 to March 2023, Mr. Mayopoulos served as President of Blend Labs, Inc., a publicly traded enterprise software company making consumer lending simpler, faster and safer. From 2012 to 2018, Mr. Mayopoulos served as President and Chief Executive Officer of Fannie Mae, one of the largest providers of mortgage credit in the United States. Mr. Mayopoulos joined Fannie Mae in 2009 in the wake of the financial crisis. He initially served as Fannie Mae’s General Counsel, and in 2010 was named Chief Administrative Officer. He was promoted to CEO in June 2012, and, in that role, led the company’s support of the U.S. housing market and its efforts to create a better housing finance system for the future. Before joining Fannie Mae, Mr. Mayopoulos was General Counsel of Bank of America, held senior management positions at Donaldson, Lufkin & Jenrette, Credit Suisse First Boston and Deutsche Bank, and practiced law at Davis Polk & Wardwell. Mr. Mayopoulos is a member of the Boards of Directors of Blend Labs, Inc., Science Applications International Corporation (SAIC), Valon Technologies, Inc. and Bilt Technologies, Inc. He is a graduate of Cornell University and New York University School of Law. Mr. Mayopoulos was chosen to serve on our Board because of his extensive experience in the financial, legal and regulatory sectors.

Continuing Directors

Stephen Cutler joined our Board in March 2023. Since January 2023, Mr. Cutler has served as Of Counsel at Simpson Thacher & Bartlett LLP. From April 2018 to January 2023, Mr. Cutler was a Partner at Simpson Thacher & Bartlett LLP, and previously served as Global Head of the firm’s Government and Internal Investigations Practice. Prior to joining Simpson Thacher, Mr. Cutler was Vice Chairman from 2016 to 2018 and General Counsel from 2007 to 2016 of JPMorgan Chase & Co. Earlier in his career, Mr. Cutler served as Director of the SEC’s Division of Enforcement from 2001 to 2005. Mr. Cutler also serves on the board of The Metropolitan Museum of Art and previously served on the boards of the Financial Industry Regulatory Authority (FINRA) and the National Women’s Law Center. Mr. Cutler received his B.A., summa cum laude, from Yale University and his J.D. from Yale Law School, where he was an editor of the Yale Law Journal. Mr. Cutler was chosen to serve on our Board because of his extensive experience in the banking, legal and regulatory sectors.

John C. (Hans) Morris joined our Board in February 2013. Mr. Morris is the managing partner of Nyca Partners, a venture capital company focused on fintech established in 2014. From January 2010 until January 2014, he served as a managing director and special advisor at General Atlantic, a growth equity firm. Mr. Morris was previously President of Visa, Inc. from 2007 to 2009. Prior to Visa, Mr. Morris spent 27 years at Citigroup, Inc., a banking and financial services company, and its predecessor companies in various leadership positions, with his final position as Chief Financial Officer and Head of Finance, Technology and Operations for Citi Markets and Banking. Mr. Morris also serves on the board of directors of several privately held companies, and previously served on the boards of directors of Payoneer Global Inc. from 2011 until 2023,

AvidXchange Holdings, Inc. from 2015 until 2022, and KCG Holdings, Inc. from 2013 until 2017. Mr. Morris holds a B.A. in government from Dartmouth College. Mr. Morris was chosen to serve on our Board because of his extensive experience in the banking and financial services industry and his financial expertise.

Kathryn Reimann joined our Board in August 2022. Since September 2021, Ms. Reimann has served as a Senior Advisor at Oliver Wyman specializing in regulatory compliance and risk management, regulatory policy, governance and ethics matters. She has also served as an Adjunct Professor and Senior Fellow in the Program on Corporate Compliance & Enforcement at New York University School of Law since December 2019 and a regulatory advisor to Hummingbird Regtech since January 2020. She previously served as a Senior Managing Director of Treliant from August 2018 to October 2019 and as Chief Compliance Officer and Managing Director for Citibank NA and Citi’s Global Consumer Banking business from August 2006 to July 2018. Earlier, she served as Global Compliance Head and Managing Counsel of American Express and as Chief Compliance Officer at Lehman Brothers. She was elected to the American Law Institute in 2016 and serves as an advisor on their compliance principles project. She holds an A.B. from Princeton University’s Woodrow Wilson School of Public and International Affairs and a J.D. from New York University School of Law. Ms. Reimann was chosen as a member of our Board because of her extensive experience with consumer financial regulation, bank governance and compliance risk management.

Scott Sanborn has served as our Chief Executive Officer and as a member of our Board since June 2016. Mr. Sanborn previously served as our President from April 2016 to May 2017, Chief Operating and Marketing Officer from April 2013 to March 2016 and Chief Marketing Officer from May 2010 to March 2013. From November 2008 to February 2010, Mr. Sanborn served as the Chief Marketing and Revenue Officer for eHealthInsurance, an e-commerce company. Mr. Sanborn holds a B.A. from Tufts University. Mr. Sanborn has significant executive and leadership experience and has been a driver of our strategy and growth for nearly 10 years and instrumental in transforming the Company from a small privately held company to a publicly traded company and industry leader. Mr. Sanborn was chosen as a member of our Board because of

and the J.L. Kellogg Graduate School of Management at Northwestern University. Mr. Zeisser was chosen to serve on our Board because of his extensive experience in corporate development, strategy and consumer marketplaces.

Considerations in Evaluating Director Nominees

In its evaluation of director candidates, our Nominating and Corporate Governance Committee considers the current size and composition of our Board and the needs of our Board and the respective committees of our Board. Some of the qualifications that our Nominating and Corporate Governance Committee considers include business experience, diversity characteristics (including gender, race and ethnic background) and the skills set forth in the director skills matrix on page 2018.

Exceptional candidates who do not meet all of the above criteria may still be considered. Director candidates must have sufficient time available in the judgment of our Nominating and Corporate Governance Committee to perform all board of director and committee responsibilities. Members of our Board are expected to prepare for, attend, and participate in all board of director and applicable committee meetings. Other than the foregoing, there are no stated minimum criteria for director nominees, although our Nominating and Corporate Governance Committee may also consider such other factors as it may deem, from time to time, are in our stockholders’ best interests.

Our Nominating and Corporate Governance Committee does not have a formal policy with respect to diversity; however, it considers diversity characteristics in identifying director nominees, including personal characteristics such as ethnicity and gender, as well as diversity in the perspective, experience and skills that contribute to the Board’s performance of its responsibilities in the oversight of our Company. Additionally, in its efforts to recruit members of the Board, the Nominating and Corporate Governance Committee will specifically direct any individuals or search firms assisting with recruitment to seek out potential candidates with diversity characteristics, including gender and racial diversity, to ensure that the Nominating and Corporate Governance Committee has considered a full array of qualified candidates. In making determinations regarding nominations of directors, our Nominating and Corporate Governance Committee also considers these and other factors as it oversees the annual board of director and committee evaluations. After completing its review and evaluation of director candidates, our Nominating and Corporate Governance Committee recommends to our full Board the director nominees for election.

Director Compensation

Our non-employee director compensation program is described below. In addition, we reimburse our non-employee directors for reasonable travel and other expenses incurred in connection with attending our board and committee meetings. Employee directors are not eligible to receive additional compensation for their service as directors. Accordingly, Mr. Sanborn, our Chief Executive Officer, ~~and Thomas Casey, our former Chief Financial Officer,~~ received no additional compensation in ~~2022~~2023 for ~~their~~his service as ~~directors.~~a director. Our non-employee directors do not receive perquisites.

Each member of our Board also concurrently serves as a director of our banking subsidiary, LendingClub Bank. In 2022, members of our Board held 98 meetings (between Company and LendingClub Bank meetings of the board or committees of the board).

Equity Compensation

Under our non-employee director compensation program, each new non-employee member of our Board receives an equity award of RSUs in connection with his or her initial election or appointment to our Board having a grant date fair value equal to $200,000 multiplied by a fraction, the numerator of which is 365 minus the number of days that have elapsed between the date of our most recently completed annual meeting of stockholders and the date the non-employee director becomes a member of our Board, and the denominator of which is 365 (the “Initial Director Award”).

To satisfy stock ownership requirements set forth by the federal banking regulations, the Initial Director Award shall have a grant date fair value equal to at least $1,000 and $1,000 of the Initial Director Award will vest immediately. The remainder of the Initial Director Award, if any, will vest on the one-year anniversary of our most recently completed annual meeting of stockholders. For example, a non-employee director that joins our Board mid-way through the one-year anniversary of our most recently completed annual meeting of stockholders would receive an Initial Director Award having a grant date fair value equal to $100,000 with $1,000 vesting immediately and the remainder vesting on the one-year anniversary of our most recently completed annual meeting of stockholders.

Each continuing non-employee member of our Board receives on the date of our annual meeting of stockholders an equity award of RSUs having a grant date fair value of $200,000 that vests quarterly over one year.

The number of RSUs granted to non-employee directors is determined by dividing the intended target value of the equity award by our stock price on the date of grant.

Cash Compensation

Each non-employee director receives the applicable annual cash retainers listed below based on their board and committee service. Committee chairpersons do not receive the committee member retainer in addition to the chairperson retainer. Our non-executive Board chairperson does receive both the cash retainer as a non-employee director and the cash retainer as non-executive Board chairperson.


Board and Committee Service						~~2022~~ 2023 Cash Retainer Amounts
All Non-Employee Directors						$40,000/year
Non-Executive Board Chairperson						$25,000/year
Audit Committee Chairperson						$25,000/year
Compensation Committee, Operational Risk Committee and Credit Risk and Finance Committee Chairperson						$17,500/year
Nominating and Corporate Governance Chairperson						$10,000/year
Audit Committee Member						$12,500/year
Compensation Committee, Operational Risk Committee and Credit Risk and Finance Committee Member						$8,000/year
Nominating and Corporate Governance Member						$5,000/year

Bank Board Service

Each member of our Board and committee of our Board also concurrently serves as a director of our banking subsidiary, LendingClub Bank (the “Bank Board”) and in a corresponding capacity on the corresponding committee, if any, of the Bank Board. Accordingly, by way of example only, a member of our Board who serves as a member of the Audit Committee of our Board and the chair of the Operational Risk Committee of our Board, then also concurrently serves as a member of the Bank Board, a member of the Audit Committee of the Bank Board and the chair of the Operational Risk Committee of the Bank Board (such concurrent service, “Concurrent Service”). Our non-employee directors do not receive any additional compensation for Concurrent Service on the Bank Board.

~~In October 2022, our~~Our non-employee director compensation program ~~was revised to provide, effective as of January 1, 2022,~~provides a per meeting cash retainer in the amounts described below, subject to a maximum calendar year payment of $25,000, for non-employee directors who serve on a committee of the Bank Board that meets at least three times in the then current calendar year and for which there is no corresponding Board committee (such Bank Board committee, a “Bank Only Committee”).

By way of example only, a Bank Only Committee could include a committee responsible for providing oversight of mergers and acquisitions, legal and regulatory compliance, capital management or a Community Reinvestment Act program. In ~~2022,~~2023, there was a single Bank Only Committee that held 1312 meetings in ~~2022~~2023 (the ~~“2022~~“2023 Bank Only Committee”). Ms. Selleck served as chair of the ~~2022~~2023 Bank Only Committee and each of Ms. Reimann and Messrs. Landon, Mayopoulos and Morris served as ~~members.~~

members for all, or a portion, of 2023.


Bank Only Committee Service						~~2022~~ 2023 Cash Retainer Amounts
Chairperson of a Bank Only Committee						$2,000 per meeting
Bank Only Committee Member						$1,000 per meeting

Director Stock Ownership Guidelines

Our director stock ownership guidelines provide that each non-employee director should hold equity (vested shares and/or shares underlying RSU awards) equal to at least $400,000 in value, or ten times the current base cash retainer for non-employee director service, within three years from the date of appointment or election to our Board. Compliance with these guidelines will be considered by our Nominating and Corporate Governance Committee when making recommendations to the Board regarding whether to nominate directors for re-election.

All of our non-employee director nominees and continuing non-employee ~~continuing~~ directors are in compliance with this policy, and either meet the suggested ownership levels currently or have additional time to accumulate equity to meet the ownership levels.

~~2022~~2023 Director Compensation

The following table provides information regarding the total compensation paid or awarded in ~~2022~~2023 to each of our non-employee directors who served during ~~2022.~~2023. Mr. Sanborn ~~and Mr. Casey~~ received no compensation for ~~their 2022~~his 2023 service on our Board because ~~they were~~he was an employee ~~directors.~~director.


Director	Director	Fees��Earned or Paid in Cash ($)(1)	Option Awards ($)	Stock Awards ($)(2)	Total ($)	Director	Fees Earned or Paid in Cash ($)(1)	Option Awards ($)		Stock Awards ($)(2)		Total ($)
Susan Athey(3)		24,489	—	—	24,489
Faiz Ahmad(4)		23,121	—	159,459	182,580
Faiz Ahmad						Faiz Ahmad	61,000	—		200,007		261,007
Stephen Cutler(3)						Stephen Cutler(3)	46,839	—		238,916		285,755
Allan Landon	Allan Landon	94,000	—	200,010	294,010	Allan Landon	92,000	—	200,007		200,007		292,007
Timothy Mayopoulos	Timothy Mayopoulos	83,000	—	200,010	283,010	Timothy Mayopoulos	76,550	—	200,007		200,007		276,557
Patricia McCord(5)		39,750	—	200,010	239,760
John C. (Hans) Morris	John C. (Hans) Morris	96,500	—	200,010	296,510	John C. (Hans) Morris	89,500	—	200,007		200,007		289,507
Kathryn Reimann(4)		25,964	—	159,459	185,423
Kathryn Reimann						Kathryn Reimann	71,328	—		200,007		271,335
Erin Selleck	Erin Selleck	93,500	—	200,010	293,510	Erin Selleck	92,500	—	200,007		200,007		292,507
Janey Whiteside(4)						Janey Whiteside(4)	36,953	—		223,573		260,526
Michael Zeisser	Michael Zeisser	65,403	—	200,010	265,413	Michael Zeisser	67,500	—	200,007		200,007		267,507

EXECUTIVE OFFICERS

Executive Officers

The following table identifies certain information about our current executive officers. Each executive officer serves at the discretion of our Board and holds office until his or her successor is duly appointed or until his or her earlier resignation or removal. There are no family relationships among any of our directors or executive officers.

Name

Age

Position

Scott Sanborn

5354

Chief Executive Officer

Andrew LaBenne

4950

Chief Financial Officer

Annie Armstrong

4546

Chief Risk Officer

Jordan Cheng

49

General Counsel and Corporate Secretary

Ronnie Momen

56

55

Chief Consumer Banking Officer

~~Brandon Pace~~

50

~~Chief Administrative Officer and Corporate Secretary~~

For biographical information regarding Mr. Sanborn, please refer to the section titled “Information Regarding Our Directors” above.

Andrew LaBenne has served as our Chief Financial Officer since September 2022. From July 2022 to September 2022, Mr. LaBenne served as our Executive Vice President, Finance. From April 2021 to May 2022, Mr. LaBenne served as Executive Vice President and Chief Financial Officer of Bakkt Holdings, Inc. (formerly Bakkt Holdings, LLC) and was responsible for all finance, investor relations and enterprise risk functions. From April 2015 to April 2021, Mr. LaBenne was Chief Financial Officer of Amalgamated Financial Corp. From August 2013 until April 2015, Mr. LaBenne was Chief Financial Officer of Business Banking for JPMorgan Chase & Co. Earlier Mr. LaBenne spent 17 years at Capital One Financial in various ~~senior positions in operations, marketing~~roles, including as the CFO of Retail Banking and ~~finance.~~CFO of Commercial Banking. Mr. LaBenne holds a bachelor’s degree in engineering from the University of Michigan and an M.B.A. from the University of Virginia.

Annie Armstrong has served as our Chief Risk Officer since March 2020. From September 2018 to March 2020, Ms. Armstrong served as Global Head of Financial Risk at Uber Technologies, Inc. From October 2007 to September 2018, Ms. Armstrong served in various capacities at KPMG, including as Partner, FinTech Practice Leader from September 2015 to September 2018. Ms. Armstrong holds a B.S. degree in Integrated Science and Technology from James Madison University.

Jordan Cheng has served as our General Counsel and Corporate Secretary since October 2023. From May 2020 to October 2023, Mr. Cheng served as Senior Vice President and General Counsel of LendingClub Bank, our wholly-owned subsidiary. Mr. Cheng previously served as Vice President, Deputy General Counsel and Secretary of Comenity Bank and Comenity Capital Bank, subsidiaries of Alliance Data Systems Corporation, from July 2018 to May 2020, and in various leadership roles, most recently as Vice President and Deputy General Counsel of Alliance Data Systems Corporation from August 2013 to July 2018. Prior to Alliance Data, Mr. Cheng served in various leadership and in-house legal positions at Franklin Capital Corporation, JPMorgan Chase Bank and U.S. Bank from June 2002 to August 2013. Mr. Cheng holds a B.S. in Accounting from the University of Utah and a J.D. from the University of Cincinnati College of Law.

Ronnie Momen has served as our Chief Consumer Banking Officer since November 2020. From July 2018 to November 2020, Mr. Momen served as our Chief Lending Officer. From September 2017 to March 2018, Mr. Momen served as Chief Credit Officer of GreenSky, Inc. From November 2015 to September 2017, Mr. Momen served as Executive Vice President, Head of Credit Risk, Consumer Credit Solutions at Wells Fargo & Company. From 1998 to September 2015, Mr. Momen served in various positions at HSBC Holdings, including the last three years as Executive Vice President, Americas Head of Risk for Retail Banking & Wealth Management. Mr. Momen holds a B.A. in engineering and management science from the University of Cambridge.

~~Brandon Pace~~ has served as our Chief Administrative Officer and Corporate Secretary since November 2020. From March 2019 to November 2020, Mr. Pace served as our General Counsel and Corporate Secretary. Mr. Pace previously served as our Interim General Counsel from December 2018 to February 2019 and Senior Vice President of Legal from December 2016 to November 2018. From April 2010 to December 2016, Mr. Pace served in various legal positions at eBay, Inc., which for many years owned what is now PayPal Holdings, Inc., most recently as Vice President, Deputy General Counsel. Prior to joining eBay, Inc., Mr. Pace spent years in private practice at a number of international law firms representing technology companies. Mr. Pace holds a B.A. in history from Brigham Young University and a J.D. from George Washington University.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Overview

This section describes our executive compensation philosophy, objectives and design, our compensation-setting process, our executive compensation components and the decisions made in ~~2022~~2023 for our named executive officers (“NEOs”), who were the following during ~~2022:~~2023:

•Scott Sanborn, our Chief Executive Officer;

•Andrew LaBenne, our Chief Financial Officer;

•Annie Armstrong, our Chief Risk Officer;

•Jordan Cheng, our General Counsel and Corporate Secretary;

•Ronnie Momen, our Chief Consumer Banking Officer; and

•Brandon Pace, our former Chief Administrative Officer and Corporate ~~Secretary; and~~

•~~Thomas Casey, our former Chief Financial Officer.~~Secretary, whose last day of employment with the Company was on December 5, 2023.

The compensation provided to our NEOs for ~~2022~~2023 is set forth in detail in the Summary Compensation Table and other tables and the accompanying footnotes, and the narrative in this section.

Compensation Philosophy and Principles

To successfully execute on our strategy and continue our mission to improve the financial health of millions of Americans, we must hire and retain a highly talented team of professionals with deep experience in technology and financial services to build new products, engage our members, and manage and grow our business. We also expect our executive team to possess and demonstrate exceptional leadership, innovative thinking and prudent risk management. Because we operate in a highly competitive market for talent, our compensation program must be designed to retain our top talent in the face of well-funded, aggressive ~~competitors for talent.~~competitors.

In developing our compensation program, the Compensation Committee reviews market trends and compensation practices with the assistance of its third-party compensation consultant. FW Cook has been retained by the Compensation Committee to assist ~~the Compensation Committee~~in assessing and ~~management to assess and calibrate~~calibrating our executive pay levels and relative mix of cash and equity compensation relative to public company market norms. The Compensation Committee evaluates our executive compensation program at least annually and more frequently if circumstances change related to our business objectives and the competitive environment for talent.

Central to our compensation philosophy is ~~to incentivize~~incentivizing and ~~reward~~rewarding the achievement of strategic and financial goals of the Company and ~~correlate~~correlating compensation to stockholder returns over the longer term. To that end, we believe that competitive compensation packages should include a combination of base salaries, annual cash bonus opportunities and long-term incentive opportunities ~~in the form of equity awards~~ that are earned over a multi-year period. We approach the design and implementation of our executive compensation program with emphasis on the following principles:

•recruit and retain an exceptional executive team;

•incentivize and reward the achievement of strategic and financial goals of the Company, with an emphasis on long-term goals;

•utilize compensation elements that are directly linked to achievement of corporate objectives, stockholder returns and individual performance; and

•align the interests of our executives with those of our other stockholders.

Stockholder Engagement & Feedback

Our Board believes it is important to maintain an open dialogue with stockholders to understand their views on the Company, its strategy and its governance and compensation practices. Therefore, we engage with stockholders regularly and solicit feedback annually on our compensation and governance practices. Consistent with prior years, members of our management team participated in these conversations, and stockholders were also offered the opportunity to speak with a member of our Board.

~~This outreach cycle, we filed stockholder outreach presentation materials with the SEC in January 2023.~~ In early 2023, we actively reached out to stockholders representing, in aggregate, an estimated 50% of our then outstanding shares and held meetings with those that requested a discussion, including with the governance departments of some of our largest institutional stockholders. Some stockholders declined our invitation for a discussion citing a lack of questions or concerns. In addition to our annual stockholder outreach on governance and compensation practices, we maintain ongoing dialogue with many of our stockholders through our investor relations program. In total, since January 1, 2022, we had conversationsrecent discussions with stockholders, ~~holding, in aggregate, an estimated 46% of our outstanding shares.~~

Overall, the stockholders we engaged with expressed support for our strategy and compensation and governance practices, including our efforts to declassify the Board and remove the supermajority voting standard. Stockholders further recognized the inherent social good of the Company’s business model and welcomed the Company’s disclosures on ESG matters. Certaincertain stockholders inquired about the cadence of the Company’s review of its ESG disclosures and supported the Company’s commitment to incrementally evolve and enhance its ESG disclosures. Some stockholders also encouraged the Company to ~~explore more leveraged compensation programs to further incentivize and reward management for outperformance scenarios, as well as explore diversifying~~diversify the PBRSU program to include an ambitious, but attainable, multi-year operating metric to supplement the ~~existing~~relative TSR metric.

Importantly, stockholders also generally expressed support for our proposal to amend and restate our 2014 Equity Incentive Plan, as well as our accompanying commitment to reduce dilution and adopt various best practices. In particular, stockholders noted that the proposal was thoughtful and appreciated the Company’s transparency and the self-awareness it reflected. With respect to dilution, stockholders recognized the significant steps the Company has taken to date and welcomed the commitment to significantly reduce dilution from the Company’s compensation programs over time. Further, stockholders appreciated that equity compensation is a fundamental component of the Company’s ability to deliver market levels of compensation and that abruptly shifting to and increasing cash compensation to offset unavailability of equity compensation would be disadvantageous in the current economic climate and may also adversely impact the Company’s ability to attract and retain the human capital necessary to execute and advance its strategy. With respect to the timing of the proposal, stockholders recognized that executive retention is critical over the ~~sooner~~next few years as the Company ~~is provided more time to use its existing share reserve,~~navigates the ~~more expeditiously~~current macroeconomic environment and ~~systematically it can begin taking measures to reduce the dilution from its equity compensation program.~~

Finally, while some stockholders expressed a preference for an equity incentive plan that does not contain an evergreen feature, all stockholders we spoke with appreciated that the Company’s proposal does not include an extension of the evergreen feature and acknowledged thatpositions the Company ~~is entitled to the final remaining evergreen tranche in 2024 per the terms of the existing equity incentive plan.~~for growth.

~~Further details regarding~~Finally, we shared the ~~proposed amendment~~substantial measures we had already taken to manage dilution created by the Company’s equity compensation program and ~~restatement~~our target to reduce the overhang and annual utilization rate from our equity compensation program to below 20% and 4%, respectively, by the end of 2027. Stockholders were nearly universally supportive of our ~~2014 Equity Incentive Plan can be found~~efforts and initiatives, including allocating a greater portion of target compensation to cash compensation in ~~Proposal Six~~lieu of ~~this Proxy Statement, beginning on page~~ 70.equity compensation to reach our stated dilution targets.

2023 Executive Compensation Program


Element	Form	Description	Performance Link
Base Salary	Cash	Salaries are competitive and appropriate based on the scope, size and complexity of our business, and represent the only element of our 2023 compensation program that is not performance-based
Target Annual Cash Bonus	Cash	Cash bonuses reward our executive officers for achieving pre-defined annual financial and operational goals that support our long-term business strategy	~~Total revenue~~Pre-Provision Net Revenue (“PPNR”) and GAAP ~~consolidated net income~~Net Income, with no payouts if threshold performance not met; final amounts may be adjusted to reflect individual performance
Target Equity-Based Compensation	RSUs	Long-term equity aligns compensation with stockholders’ long-term interests and promotes retention	Stock price performance over a three-year vesting period
	PBRSUs	Long-term performance-based equity aligns compensation with stockholder returns	PBRSUs earned only if relative total stockholder return (“TSR”) thresholds are met over a three-year performance period, with target performance at the 55th percentile Maximum achievement cap of 125% of target; cap becomes 100% of target if absolute TSR is negative and relative TSR is below the 75th percentile

Pay Outcomes Demonstrate Strong Alignment between Pay and Performance

Our orientation towards ~~performance-based~~at-risk compensation provides a direct link between stockholder interests and the interests of our executive officers and is intended to result in a reduction from target compensation in the event our performance goals are not met. The below graphic shows the composition of our CEO’s target compensation in ~~2022~~2023 and the percent that is considered ~~performance-based,~~at-risk, demonstrating strong alignment in our compensation structure between pay and performance.

Compensation-Setting Process

Role of Management. The Compensation Committee looks to our CEO to make preliminary recommendations regarding compensation for our executive officers other than himself because of his daily involvement with our executive team. As to the CEO, the Compensation Committee works closely with the Committee’s independent compensation consultant, our Chief People Officer and our legal department to gather data on competitive market practices and to evaluate potential modifications to our compensation program. No executive officer participates directly in the final deliberations or determinations regarding his or her own compensation package.

Role of Our Compensation Committee. Our Compensation Committee oversees all aspects of our compensation program for executive officers, including base salaries, annual cash bonus opportunities and payouts under our annual bonus plan, and the size and design (including the achievement of performance objectives where applicable) of equity awards. The Compensation Committee is also responsible for determining the compensation for our CEO and making recommendations to the Board regarding non-employee director compensation. The Compensation Committee is supported by an independent compensation consultant. During ~~2022,~~2023, our Compensation Committee held ~~6 meetings and acted by unanimous written consent~~ 5 ~~times.~~meetings.

Compensation Governance. Our Compensation Committee seeks to ensure sound executive compensation practices to adhere to our pay-for-performance philosophy while appropriately managing risk, supporting retention and aligning our compensation with the creation of long-term value for our stockholders. During ~~2022,~~2023, our Compensation Committee:

•was comprised solely of independent directors under the NYSE listing standards;

•conducted an annual review and approved our compensation strategy; and

•retained discretion on annual bonus payouts and certain other compensation arrangements to enable it to respond to unforeseen events and adjust compensation as appropriate.

Role of Compensation Consultant. During ~~2022,~~2023, FW Cook ~~provided the following services:~~

•advised on ~~our non-employee director~~ compensation policies and market practices among publicly-traded ~~companies; and~~

•~~advised on our executive compensation policies and market practices among publicly-traded companies.~~companies in its role as independent advisor to the Compensation Committee.

FW Cook did not provide any services to us other than the services described above. In December ~~2022,~~2023, the Compensation Committee assessed the independence of FW Cook pursuant to SEC and NYSE rules and concluded that no conflict of interest exists that would prevent FW Cook from independently advising the Compensation Committee.

Use of Comparative Market Data

The Compensation Committee seeks to compensate our executive officers at a level that allows us to successfully retain the best possible talent to manage and grow our business, and drive productivity and efficiency. In setting executive compensation, the Compensation Committee periodically assesses how compensation for our executive officers compares against executives in similar positions at a group of peer companies. Generally, as compared to our peer set, our compensation is less weighted toward cash compensation and more weighted toward equity compensation. Our weighting of cash and equity, including our allocation towards equity and between RSUs and PBRSUs, has been shared with and supported by our stockholders.

In addition to considering compensation data in making compensation decisions, the Compensation Committee also considers the criticality and scope of responsibility of each executive officer, our current practice of maintaining appropriate differentiation in target compensation among our executive officers, as well as the CEO’s and Compensation Committee’s assessment of each executive officer’s performance and impact on the organization. The Compensation Committee believes that the level of target compensation provided to our NEOs was appropriate to attract and retain the exceptional talent required to lead the Company, especially as a regulated banking institution and in the highly competitive San Francisco Bay Area labor market.

~~As previously disclosed in the stockholder outreach materials filed with the SEC in January 2023, the~~The Compensation Committee ~~conducted~~typically conducts a full review of our peer group once every other year. The most recent review occurred in ~~2022. Specifically, in early~~ Fall 2022, at which time our Compensation Committee selected the following companies to constitute the Company’s executive compensation peer group:


Affirm Holdings, Inc.						Live Oak Bancshares, Inc.
Avantax, Inc. (formally Blucora, Inc.)						MoneyLion, Inc.
Axos Financial, Inc.						Open Lending Corp.
Banc of California, Inc.						Preferred Bank
Blend Labs, Inc.						Silvergate Capital Corporation
Domo, Inc.						SoFi Technologies, Inc.
Enova International, Inc.						The Bancorp, Inc.
Green Dot Corporation						TriCo Bancshares
LendingTree, Inc.						Upstart Holdings, Inc.

~~The~~

In selecting the executive compensation peer group, the Compensation Committee ~~decided to focus its selection among~~focused on companies in the banking and fintech sectors. The Compensation Committee considered public companies, with particular attention to several fintech companies that recently became publicly traded, whose business is based in the United States and whose shares are listed on a national securities exchange in the United States, because compensation practices vary widely internationally. Further, the Compensation Committee considered the assets, revenue, revenue growth, net income and market capitalization of these companies, with a focus on companies with significant operations in the San Francisco Bay Area to reflect local conditions and demand for talent. The Compensation Committee also considered the comparability of our business model, employee count and operational complexity. In its final selection, our Compensation Committee believed it appropriate to select peer companies with financial metrics both above and below our own, with the Company placing between the 50th and 75th percentiles, at the time of selection, on a majority of the metrics considered. ~~Below is a summary of the changes to our peer group.~~

As reflected above, when reviewing and updating the peer group in 2022, the Compensation Committee decided to remove a number of regional banks and add a number of consumer-focused online-oriented banks and newly public companies in the fintech industry to better reflect our business model and the companies with whom we compete with for talent. Accordingly, the allocation of fintech and non-bank financial companies within our peer group increased from 4 companies, or 25% of the peer group, to 11 companies, or 61% of the peer group. The Compensation Committee continued to include a number of banks in our peer group to reflect our operating and regulatory environment. Finally, the

Base Salary. WeWhile we believe that ~~competitive~~compensation for the executive team should be weighted towards long-term compensation, we believe that acceptable base salaries are a necessary element of overall compensation in order to attract and retain highly qualified executive officers. ~~While we believe that~~In recent years, there has been considerable compensation inflation across our industry. However, in light of our preference for ~~the executive team should be weighted towards~~ long-term ~~equity~~ compensation ~~we recognize the need to broadly align salaries with our peers~~ and ~~the companies we compete with for talent. As~~in furtherance of remaining profitable during this challenging macroeconomic environment, we have ~~grown and recruited new executive officers for key roles,~~generally not adjusted our base salaries to align with the salaries of our peers. That said, we ~~have made competitive adjustments. We~~ believe that the base salaries we offer are appropriate for a publicly traded company based in the San Francisco Bay Area and given the current sophistication, complexity and ~~complexity~~financial profile of our business.


Name	~~2022~~2023 Annualized Base Salary(1)
Scott Sanborn	$	500,000
Andrew LaBenne	$	425,000
Annie Armstrong	$	~~350,000~~375,000
Jordan Cheng	$	335,000
Ronnie Momen	$	425,000
Brandon Pace	$	~~350,000~~375,000
~~Thomas Casey~~	$	~~425,000~~

(1) As of December 31, ~~2022.~~2023 or, with respect to Mr. Pace, as of December 5, 2023, which was his last day of employment with the Company.

The Compensation Committee reviews base salaries on at least an annual basis and may adjust them from time to time, if needed, to reflect changes in market conditions, or other factors. In ~~2022, Ms. Armstrong received an increase of $40,000 to her base salary and~~2023, Mr. ~~Pace~~Cheng received an increase of $25,000 to his base ~~salary. These increases reflect individual performance~~salary in connection with his promotion to the Company’s General Counsel and ~~market conditions, as well as expanded responsibilities for Mr. Pace.~~Corporate Secretary.

Annual Cash ~~Bonuses.~~ Bonuses

We typically use cash bonuses to reward our executive officers, including NEOs, for achievement ofagainst our publicly disclosed annual financial ~~and operational~~ goals. In ~~2022, our~~2023, the dynamic and uncertain interest rate and broader macroeconomic environment made it challenging to identify full-year goals that appropriately captured skillful management execution instead of the impact of external factors such as changes in interest rates. Further, we did not issue annual guidance in 2023 and therefore could not leverage guidance for establishing annual targets. Accordingly, the Compensation Committee ~~utilized~~determined to bifurcate the 2023 Company-wide annual cash program into two halves (i.e., H1 2023 and H2 2023) to allow for goal setting that more precisely reflected management performance. The Compensation Committee further determined to use Pre-Provision Net Revenue (“PPNR”) and GAAP Net Income as the two quantitative performance metrics ~~disclosed in~~to determine bonus funding, with performance against the PPNR metric weighted at 75% and performance against the GAAP Net Income metric weighted at 25%. The selection and weighting of these goals reflected the Company’s ~~publicly announced financial guidance for 2022, which were total~~desire to deliver acceptable revenue, ~~and GAAP consolidated net income.~~ while remaining profitable.

Target levels of performance for ~~each metric~~H1 2023 were ~~set at~~established in February 2023 and target levels of performance for H2 2023 were established in June 2023. In June 2023, the ~~high end~~Compensation Committee further determined to add an automatic adjustment mechanism to the H2 2023 portion of the ~~Company’s publicly announced guidance and therefore required strong in-year performance and significant year-over-year increases.~~2023 annual cash bonus program that automatically reduces bonus funding for the half in the event GAAP Net Income for Q3 2023 and/or Q4 2023 is below $10 million (the “Net Income Shortfall Adjustment”). The Net Income Shortfall Adjustment was deemed prudent by the Compensation Committee to enable a threshold level of profitability that the Company believed was necessary to meet the expectations of various external stakeholders.

Performance of each metric for each half of 2023 was calculated individually, then combined to arrive at a blended performance for the half. Such blended performance was then plotted against the payout curve to determine the payout for the half. Total funding for the year, subject to discretion by the Compensation Committee, was determined by adding the payouts for each half. The funding of the Company-wide annual cash bonus program iswas based on the achievement of performance metrics and application of the Net Income Shortfall Adjustment, with the Compensation Committee retaining discretion to adjust total funding either above or below the otherwise pre-established funding curve. The allocation of the total funding of the annual cash bonus program to individuals (i.e., individual payouts), including those for NEOs, are discretionary and reflect individual achievement during the year. Therefore actual individual payments may be greater or less than the total funding level of the program.payout curve detailed below.


2023 Annual Cash Bonus Program - Payout Curve
Performance Tier(1)	Funding Percentage	H1 2023		H2 2023
		PPNR ($ million)	GAAP Net Income ($ million)	PPNR ($ million)	GAAP Net Income ($ million)
Threshold Performance	50%	113.3	15.0	83.3	15.8
Satisfactory Performance	80%	120.8	16.0	88.8	16.8
Target Performance	100%	151.0	20.0	111.0	21.0
Above Target Performance	110%	166.1	22.0	122.1	23.1
Maximum Performance	125%	181.2	24.0	133.2	25.2

Our Compensation Committee believed that the achievement of the performance metrics would require excellent leadership, effective management and a clear focus on driving and achieving results. The following table details the quantitative metrics in the 2022 annual cash bonus program, as well as actual achievement. Actual achievement with respect to Total Revenue was 98.9% of target and with respect to GAAP Consolidated Net Income was 193.1% of target. Combined actual achievement was 146% of target, which was well in excess of the 120% achievement level necessary to yield maximum funding under the program and therefore could have supported the Committee exercising discretion to fund the program at a higher level. However, the Committee did not exercise any discretion in funding the 2022 annual cash bonus program, and therefore the program was funded at 125% of target, which was the pre-established maximum. As noted above, all individual payments under the annual cash bonus program are discretionary and reflect individual achievement during the year, and therefore may be different than the 125% total funding level.

Annual Cash Bonuses for the ~~2022~~2023 Performance Period

Based on performance against the ~~pre-defined~~pre-approved financial metrics described above and in recognition of their significant individual contributions in furthering the Company’s performance and strategy, all of our continuing NEOs received a payment under the annual incentive plan at the actual corporate funding level of ~~125%~~83% (i.e., the Compensation Committee did not apply any discretion (upwards or downwards) on the individual bonus payments to our NEOs based on their individual performance).

The following table sets forth the ~~2022~~2023 annual cash bonuses paid in the first quarter of ~~2023~~2024 to each of our ~~NEOs:~~NEOs, other than Mr. Pace who did not receive a 2023 annual cash bonus due to the timing of his separation:


Name	Name	Eligible Salary ($)	Bonus Target (%)	Bonus Target ($)	Bonus Achievement (%)	Total Bonus Payout ($)	Name	Eligible Salary ($)	Bonus Target (%)	Bonus Target ($)	Bonus Achievement (%)	Total Bonus Payout ($)
Scott Sanborn	Scott Sanborn	500,000	150	750,000	125	937,501
Andrew LaBenne	Andrew LaBenne	182,396	85	155,037	125	193,796
Annie Armstrong	Annie Armstrong	365,000	75	273,750	125	342,188
Jordan Cheng(1)
Ronnie Momen	Ronnie Momen	425,000	85	361,250	125	451,563
Brandon Pace		368,750	75	276,563	125	345,704
Thomas Casey		425,000	85	361,250	125	451,563

Performance-Based Restricted Stock Units

In ~~2022,~~2023, all Company employees that were granted PBRSUs were provided with an intended target value of the PBRSU award and the number of target PBRSUs subject to the award was determined by dividing the intended target value of the PBRSU award by the per unit grant date fair value.

On March ~~13, 2022,~~12, 2023, the Compensation Committee granted ~~204,411~~270,670 target PBRSUs to Mr. Sanborn, ~~37,166~~68,898 target PBRSUs to Mr. LaBenne, 49,213 target PBRSUs to Ms. Armstrong, ~~89,198~~88,583 target PBRSUs to Mr. Momen ~~37,166~~and 49,213 target PBRSUs to Mr. Pace, reflecting intended target values of $2,062,500, $525,000, $375,000, $675,000 and ~~74,332 target PBRSUs to Mr. Casey.~~$375,000, respectively. These awards ~~were~~are structured so that the PBRSUs ~~would~~ become earned only to the extent that ~~certain~~ pre-established performance targets ~~were~~are met over the three-year performance period. The performance metric for the ~~2022~~2023 PBRSUs was our TSR relative to the TSR of each of the companies ~~comprising~~below (the “2023 TSR Basket Companies”):

Next Gen Lenders

Other Fintech

Consumer

Online Banks

Sub-Prime

Consumer Finance

Regional Banks

Upstart

Green Dot

Synchrony

Regional Management

Live Oak Bank

Affirm

MoneyLion

Capital One

Oportun

Axos

SoFi

LendingTree

Discover

OneMain Financial

Silvergate

Open Lending

Ally Financial

Banc of California

Rocket Companies

Bread Financial

The 2023 TSR Basket Companies were selected by the ~~KBW Nasdaq Bank Index (the “KBW Index Companies”~~Compensation Committee after screening for companies that have relevant business models or operate in industries that are relevant to the Company’s business, as well as the following factors:

•Comparability of geography, size and scope

•Balance among types of companies (regional banks, consumer online banks, next gen lenders, etc.),

•Correlation with ~~target performance set at~~LendingClub stock

•Preference for overlap with executive compensation peer group

Given the 55th ~~percentile~~evolving nature of the ~~KBW Index Companies.~~Company’s business and industry, the Compensation Committee will continue to review and iterate on the basket of companies used for future relative TSR based awards.

Achievement of 2020 PBRSU Awards

The PBRSUs granted in 2020 to our NEOs consisted of a relative TSR based portion (35%) and an Adjusted EBITDA based portion (65%). The performance period for the ~~2022 PBRSUs is January 1, 2022 to~~Adjusted EBITDA based portion ended on December 31, ~~2024. TSR is defined as stock price performance measured using a 20-day trailing volume weighted average price. If~~2021, and accordingly in Q1 2022 our Compensation Committee evaluated the performance ~~targets are met at the end~~of that portion of the 2020 PBRSU awards. The performance period for the ~~resulting~~relative TSR based portion ended on May 31, 2023, and accordingly in Q2 2023 our Compensation Committee evaluated the performance of that portion of the 2020 PBRSU awards and determined that 124% of the target number of relative TSR based portion of the 2020 PBRSUs were earned. These earned PBRSUs ~~will immediately vest. Any unearned PBRSUs will be forfeited.~~vested upon the Compensation Committee’s determination and accordingly Mr. Sanborn, Ms. Armstrong, Mr. Momen and Mr. Pace earned 293,443, 95,972, 51,185 and 44,787 vested shares, respectively.

Achievement Table for Relative TSR Portion of 2020 PBRSU Program(1)

Measure/ Weighting

Threshold Performance

Satisfactory Performance

Target Performance

Above Target Performance

Maximum Performance

Actual Performance

Relative TSR Portion (35%)

25th Percentile

40th Percentile

55th Percentile

65th Percentile

80th Percentile

79th Percentile

Payout Percentage

50%

75%

100%

110%

125%

124%

(1) Straight-line interpolation for achievement between: (i) threshold performance and satisfactory performance, (ii) satisfactory performance and target performance, (iii) target performance and above target performance, and (iv) above target performance and maximum performance. The entire relative TSR based portion of the award is forfeited if the level of performance is below threshold performance.

Other Compensation Information

~~Return to Office Bonus Payment~~2023 Cash-Choice Awards

~~Although~~In 2023, the Company ~~enables remote work, it also believes there are benefits~~permitted non-executives to ~~culture and collaboration through its hybrid model whereby employees voluntarily~~ elect to ~~return~~receive a portion of their long-term incentive award in the form of a fixed value cash award in lieu of equity (e.g., the cash-choice program). The cash-choice program is intended to allow employees to select a mix of compensation that suits their needs and preferences, while aiding the Company’s ~~office spaces for~~effort to reduce dilution. Mr. Cheng was serving in a ~~few days a week, subject~~non-executive capacity when he was granted his 2023 long-term incentive award. Accordingly, he was eligible to ~~certain safety related conditions. To recognize~~participate in the cash-choice program and ~~reward all employees that~~ elected to ~~return to~~received 25% of the ~~Company’s office spaces,~~intended value of his 2023 long-term incentive award in the ~~Company awarded such employees~~form a ~~one-time~~fixed value cash ~~bonus~~award in lieu of ~~$1,000 in Q1 2022 (the “Return to Office Bonus”). Mr. Sanborn, Ms. Armstrong, Mr. Momen, Mr. Pace and Mr. Casey were among the employees eligible for, and that received, a Return to Office Bonus.~~RSUs.

~~Andrew LaBenne Signing Bonus~~

The Compensation Committee awarded Mr. LaBenne a one-time cash signing bonus in connection with the commencement of his employment with the Company. The Compensation Committee deemed that the cash bonus was warranted to secure Mr. LaBenne’s employment with the Company given the critical role Mr. LaBenne is expected to have in the future success of the Company and in light of the competitive recruiting environment.

~~Thomas Casey~~Ronnie Momen Post-Service Vesting

Each of Mr. ~~Casey’s~~Momen’s equity awards granted in and since ~~2019,~~2023 provide for up to an additional year of vesting following a termination of service, subject to certain criteria, including a minimum number of years of ~~age and~~ service with the Company and certain transition assistance. In the case of PBRSUs for which his termination of service occurs during a performance period, Mr. ~~Casey~~Momen is entitled to a pro-rated portion of the earned PBRSU shares determined by adding the additional vesting credit to actual time served during the performance period, and based upon actual achievement of the underlying performance metric(s) upon completion of the performance period.

Brandon Pace Severance Payments

In connection with a cost reduction plan, certain roles within the Company’s legal department were consolidated and the position of Chief Administrative Officer was eliminated. Accordingly, Mr. ~~Casey’s retirement,~~Pace ceased serving as Chief Administrative Officer and Corporate Secretary effective October 19, 2023. Mr. Pace remained an employee of the ~~Compensation Committee determined that~~Company in a non-executive capacity from October 20, 2023, through December 5, 2023. In connection with his departure, which constituted an involuntary termination, Mr. ~~Casey satisfied~~Pace received $195,861 in separation related payments, which consisted of: (i) a lump sum payment equal to six months of his base salary, and (ii) six monthly cash payments equal to his monthly COBRA premium. Mr. Pace was entitled to these payments pursuant to the ~~pre-established criteria, and therefore Mr. Casey remains eligible, per the original~~ terms of his ~~equity~~existing employment agreement with the Company and none of these payments were negotiated for or voluntarily provided by the Company in connection with Mr. Pace’s departure.

Achievement of 2021 PBRSU Awards

The PBRSUs granted in 2021 to our NEOs were entirely relative TSR based with the applicable performance period ending on December 31, 2023. In Q1 2024 our Compensation Committee evaluated the performance of the 2021 PBRSU awards and determined that none of the shares subject to ~~vest into a maximum of 415,540 shares following his termination of service on January 3, 2023.~~the awards were earned.

Benefits Programs

Our employee benefits programs, including our 401(k) plan and health and well-being programs, are designed to provide a competitive level of benefits to our employees, including our executive officers and their families. We adjust our employee benefit programs as needed based on regular monitoring of applicable laws and practices and the competitive market. Our executive officers are entitled to participate in the same employee benefit plans, and on the same terms and conditions, as all other full-time employees.

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 generally~~ provide perquisites to our executive team. In the future, we may provide perquisites or other personal benefits in limited circumstances, such as where we believe it is appropriate to assist an individual executive in the performance of his or her duties, to make our executive team more efficient and effective and for recruitment, motivation or retention purposes.

Employment Agreements

We have entered into employment agreements with each of the NEOs. These agreements provide for “at-will” employment and generally include the NEO’s initial base salary, an initial equity award and an indication of eligibility for an annual cash incentive award opportunity. These employment agreements also provide for payments upon a qualifying

termination of employment, including in connection with a change in control of our Company. We believe that entering into these arrangements will help our executives maintain continued focus and dedication to their responsibilities to help maximize stockholder value if there is a potential transaction that could involve a change in control of our Company. For a summary of the material terms and conditions of these agreements, see “Executive Compensation – Employment Agreements,” below.

Stock Ownership Guidelines. ~~The~~In December 2019, the Compensation Committee adopted stock ownership guidelines ~~in December 2017 and enhanced the guidelines in December 2019. Under the guidelines,~~pursuant to which the CEO should hold equity (vested shares and/or shares underlying RSU awards) with a value of six times base salary; the CFO should hold equity (vested shares and/or shares underlying RSU awards) with a value of three times base salary; and all other Section 16 executives should hold equity (vested shares and/or shares underlying RSU awards) with a value of two times base salary. Executives are permitted five years from the later of the adoption of the ~~enhanced~~ guidelines or the date ~~of hiring~~they became an executive to meet the holding requirements. Prior to meeting the holding requirements, such executives are not permitted to sell more than fifty percent of the after-tax value from any equity vesting event. All executives are in compliance with this policy, and either meet the suggested ownership levels currently or have additional time to accumulate equity to meet the ownership levels.

Hedging and Pledging Policy. Our insider trading policy prohibits directors, officers, and other employees from engaging in transactions in publicly-traded options (such as puts and calls) and other derivative securities relating to our common stock. This policy prohibits short sales and extends to cover any hedging or similar transaction designed to

Compensation Tables

Summary Compensation Table

The following table provides information regarding the compensation earned by each of our NEOs during the year ended December 31, ~~2022,~~2023, and, to the extent required under the SEC executive compensation disclosure rules, the years ended December 31, ~~2021~~2022 and ~~2020:~~2021:


Name and Principal Position	Name and Principal Position		Year	Salary ($)	Bonus ($)	Stock Awards(1)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)(2)	All Other Compensation ($)(3)	Total ($)	Name and Principal Position	Year	Salary ($)	Bonus ($)(1)	Stock Awards ($)(2)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)(3)	All Other Compensation ($)(4)	Total ($)
Scott Sanborn	Scott Sanborn		2022	500,000	1,000	3,472,723	—	937,501	7,826	4,919,050
Chief Executive Officer	Chief Executive Officer		2021	500,000	—	5,805,143	—	625,007	7,949	6,938,099
		2021
			2020	400,000	—	5,000,004	—	500,000	6,920	5,906,924

Andrew LaBenne
Andrew LaBenne
Andrew LaBenne	Andrew LaBenne		2022	182,396	183,200	3,137,519	—	193,796	—	3,696,911
Chief Financial Officer	Chief Financial Officer

Annie Armstrong(4)			2022	365,000	1,000	1,106,229	—	342,188	7,760	1,822,177
Annie Armstrong
Annie Armstrong
Annie Armstrong
Chief Risk Officer	Chief Risk Officer		2021	335,000	—	1,426,691	—	272,192	5,480	2,039,363
		2021
			2020	209,375	150,000	3,000,005	—	173,007	—	3,532,387
Jordan Cheng
Jordan Cheng
Jordan Cheng
General Counsel and Corporate Secretary

Ronnie Momen

Ronnie Momen

Ronnie Momen	Ronnie Momen		2022	425,000	1,000	2,654,945	—	451,563	5,000	3,537,508
Chief Consumer Banking Officer	Chief Consumer Banking Officer		2021	395,000	50,000	2,536,309	—	370,318	5,000	3,356,627
Chief Consumer Banking Officer
			2020	299,792	—	1,600,008	—	234,813	5,000	2,139,613

Brandon Pace			2022	368,750	1,000	1,106,229	—	345,704	8,652	1,830,335
Chief Administrative Officer and Corporate Secretary			2021	350,000	—	1,585,197	—	284,380	8,294	2,227,871
			2020	291,667	—	1,400,006	—	227,500	5,473	1,924,646

Thomas Casey(5)			2022	425,000	1,000	2,212,458	—	451,563	5,000	3,095,021
Former Chief Financial Officer			2021	425,000	—	3,170,393	—	398,443	5,005	3,998,841
			2020	354,167	100,000	3,000,009	—	318,750	6,230	3,779,156
Brandon Pace(5)
Brandon Pace(5)
Brandon Pace(5)
Former Chief Administrative Officer and Corporate Secretary

~~(5)~~Mr. Casey retired from his role as Chief Financial Officer of the Company and resigned from his position on the Board, each effective August 31, 2022. Mr. Casey remained an employee of the Company in a non-executive capacity from September 1, 2022 through January 3, 2023.

Grants of Plan-Based Awards in ~~2022~~2023

The following table sets forth certain information regarding grants of plan-based awards to our NEOs during ~~2022.~~2023:


					Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)			Estimated Future Payouts Under Equity Incentive Plan Awards (2)
				Estimated Future Payouts Under Non-Equity Incentive Plan Awards
Name
Name
Name	Name	Award Type	Grant Date		Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)	All Other Stock Awards: Number of Shares of Stock	Grant Date Fair Value of Stock and Option Awards ($)(3)	Award Type	Grant Date	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)	All Other Stock Awards: Number of Shares of Stock	Grant Date Fair Value of Stock and Option Awards ($)(2)
Scott Sanborn	Scott Sanborn	Cash	N/A		375,000	750,000	937,500				—	—
		RSUs	3/13/22		—	—	—				99,032	1,410,216
		PBRSUs	3/13/22		—	—	—	102,206	204,411	255,514	—	2,062,507
	RSUs
	PBRSUs

Andrew LaBenne	Andrew LaBenne	Cash	N/A		77,518	155,037	193,796				—	—
		RSUs	8/31/22		—	—	—				240,055	3,137,519
Andrew LaBenne
Andrew LaBenne
	RSUs
	PBRSUs

Annie Armstrong	Annie Armstrong	Cash	N/A		136,875	273,750	342,188				—	—
Annie Armstrong
Annie Armstrong
	RSUs
	PBRSUs
		RSUs	3/13/22		—	—	—				51,350	731,224
		PBRSUs	3/13/22		—	—	—	18,583	37,166	46,458	—	375,005
Jordan Cheng
Jordan Cheng
Jordan Cheng
	Cash(4)
	RSUs

Ronnie Momen	Ronnie Momen	Cash	N/A		180,625	361,250	451,563				—	—
		RSUs	3/13/22		—	—	—				123,240	1,754,938
		PBRSUs	3/13/22		—	—	—	44,599	89,198	111,498	—	900,008
Ronnie Momen
Ronnie Momen
	RSUs
	PBRSUs

Brandon Pace	Brandon Pace	Cash	N/A		138,281	276,563	345,703				—	—
		RSUs	3/13/22		—	—	—				51,350	731,224
		PBRSUs	3/13/22		—	—	—	18,583	37,166	46,458	—	375,005

Thomas Casey		Cash	N/A		180,625	361,250	451,563				—	—
		RSUs	3/13/22		—	—	—				102,700	1,462,448
		PBRSUs	3/13/22		—	—	—	37,166	74,332	92,915	—	750,010
Brandon Pace
Brandon Pace
	RSUs
	PBRSUs

~~2022~~2023 Outstanding Equity Awards at Fiscal Year End

The following table sets forth certain information regarding outstanding equity awards held by our NEOs that remained outstanding as of December 31, ~~2022.~~2023. Mr. Pace did not have any equity awards that remained outstanding as of December 31, 2023.

Option Awards Stock Awards
Time-Based Performance-Based
Name Grant Date Number of Securities Underlying Unexercised Options
(#) Exercisable Number of Securities Underlying Unexercised Options
(#) Unexercisable Option Exercise Price
($) Option Expiration Date Number of Shares or Units of Stock That Have Not Vested
(#)
Market Value of Shares or Units of Stock That Have Not Vested
($)(1)
Equity Incentive Plan Awards: Number of Unearned Shares or Units or Other Rights That Have Not Vested
(#)(2)
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
($)
Scott Sanborn 02/24/2014 270,188 (3) — 24.95 02/24/2024
02/26/2016 234,588 (3) — 42.05 02/26/2026
03/03/2016 11,899 (3) — 47.80 03/03/2026
02/24/2019 9,985 (4) 87,868
02/26/2020 67,479 (5) 593,815
07/06/2020 110,177 (6) 969,558
07/06/2020 295,608 (7) 2,601,346
03/09/2021 58,790 (8) 517,352
03/21/2021 172,450 (9) 1,517,560
03/13/2022 74,274 (10) 653,611
03/13/2022 102,206 (11) 899,413
Andrew LaBenne 08/31/2022 240,055 (12) 2,112,484
Annie Armstrong 05/26/2020 142,664 (13) 1,255,443
07/06/2020 36,058 (6) 317,310
07/06/2020 96,745 (7) 851,356
03/09/2021 27,436 (8) 241,437
03/21/2021 28,220 (9) 248,336
03/13/2022 38,513 (10) 338,914
03/13/2022 18,583 (11) 163,530
Ronnie Momen 02/24/2019 5,991 (4) 52,721
02/26/2020 33,590 (5) 295,591
07/06/2020 19,231 (6) 169,233
07/06/2020 51,598 (7) 454,062
03/09/2021 48,774 (8) 429,211
03/21/2021 50,168 (9) 441,478
03/13/2022 92,430 (10) 813,384
03/13/2022 44,599 (11) 392,471
Brandon Pace 02/24/2019 5,692 (4) 50,090
02/26/2020 29,391 (5) 258,641
07/06/2020 16,828 (6) 148,086
07/06/2020 45,148 (7) 397,302
03/09/2021 30,484 (8) 268,259
03/21/2021 31,355 (9) 275,924
03/13/2022 38,513 (10) 338,914
03/13/2022 18,583 (11) 163,530

~~(10)~~(6) Becomes fully vested after three years, with 1/12th vesting on May 25, 2022, and 1/12th vesting quarterly thereafter.

~~(11)~~(7) Represents the outstanding but unearned PBRSUs granted in 2022.

(8) Becomes fully vested after three years, with 1/12th vesting on May 25, 2023, and 1/12th vesting quarterly thereafter.

(9) Represents the outstanding but unearned PBRSUs granted in 2023. For more information, see “Compensation Discussion and Analysis – Executive Compensation Elements – Equity Compensation – ~~2022~~2023 Equity Awards – Performance-Based Restricted Stock Units.”

~~(12)~~(10) Becomes fully vested after three years, with 1/3rd vesting on August 25, 2023, and 1/12th vesting quarterly thereafter.

~~(13)~~(11) Becomes fully vested after four years, with 1/4th vesting on May 25, 2021, and 1/16th vesting quarterly thereafter.

Pay Versus Performance Disclosure

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning the Company’s executive compensation philosophy, including how it incorporates and aligns with the Company’s performance, refer to “Executive Compensation – Compensation Discussion and Analysis.”


Pay Versus Performance Table	Pay Versus Performance Table									Pay Versus Performance Table
Year	Year	Summary Compensation Table Total for PEO ($)(1)	Compensation Actually Paid to PEO ($)(2)	Average Summary Compensation Table Total for Non-PEO NEOs ($)(3)	Average Compensation Actually Paid to Non-PEO NEOs ($)(2)	Value of Initial Fixed td00 Investment Based On:
						Total Shareholder Return ($)(4)	Peer Group Total Shareholder Return ($)(4)	GAAP Net Income/(Loss) ($ millions)(5)	Total Revenue ($ millions)(5)
Total Shareholder Return ($)(4)
Total Shareholder Return ($)(4)											Peer Group Total Shareholder Return ($)(4)	GAAP Net Income/(Loss) ($ millions)(5)	Pre-Provision Net Revenue (PPNR) ($ millions)(5)
(a)	(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)
2023										2023	4,560,821	2,710,871	1,815,053	1,350,393	69.26	84.70	38.9	298.2
2022	2022	4,919,050	(14,595,137)	2,796,390	(3,135,491)	69.73	88.96	289.7	1,187.2	2022	4,919,050	(14,595,137)	2,796,390	(3,135,491)	69.73	88.96	289.7	420.4
2021	2021	6,938,099	22,811,912	2,922,623	9,069,589	191.60	116.64	18.6	818.6	2021	6,938,099	22,811,912	2,922,623	9,069,589	191.60	116.64	18.6	157.2
2020	2020	5,906,924	6,487,065	2,882,104	2,944,255	83.68	86.37	(187.5)	318.1	2020	5,906,924	6,487,065	2,882,104	2,944,255	83.68	86.37	(187.5)	(184.2)

(b)The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The amounts deducted or added in calculating the equity award adjustments are as follows:


Year	Year	PEO or Average of Non-PEO NEOs	Year End Fair Value of Equity Awards ($)	Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($)	Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($)	Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($)	Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($)	Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($)	Total Equity Award Adjustments ($)	Year	PEO or Average of Non-PEO NEOs	Year End Fair Value of Equity Awards ($)	Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($)	Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($)	Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($)	Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($)	Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($)	Total Equity Award Adjustments ($)
2023										2023	PEO	3,010,664	(1,846,188)	307,697	108,678	—		1,580,851
											Average of Non-PEO NEOs	837,737	(200,261)	177,825	(99,182)	—		716,119
2022	2022	PEO	1,591,858	(12,537,845)	307,494	(5,402,970)	—		(16,041,463)	2022	PEO	1,591,858	(12,537,845)	307,494	(5,402,970)	—		(16,041,463)
		Average of Non-PEO NEOs	999,347	(3,393,486)	204,083	(1,698,349)	—		(3,888,405)		Average of Non-PEO NEOs	999,347	(3,393,486)	204,083	(1,698,349)	—		(3,888,405)
2021	2021	PEO	7,266,661	11,274,035	952,986	2,185,274	—		21,678,956	2021	PEO	7,266,661	11,274,035	952,986	2,185,274	—		21,678,956
		Average of Non-PEO NEOs	3,001,312	3,410,557	679,442	1,235,303	—		8,326,614		Average of Non-PEO NEOs	3,001,312	3,410,557	679,442	1,235,303	—		8,326,614
2020	2020	PEO	8,082,527	(333,083)	248,186	(1,186,322)	(1,231,163)	—	5,580,145	2020	PEO	8,082,527	(333,083)	248,186	(1,186,322)	(1,231,163)	—	5,580,145
		Average of Non-PEO NEOs	2,743,592	(168,179)	94,200	(291,656)	(110,800)	—	2,267,157		Average of Non-PEO NEOs	2,743,592	(168,179)	94,200	(291,656)	(110,800)	—	2,267,157

•Relative TSR (see the section entitled “2023 Equity Awards – Performance-Based Restricted Stock Units” on page 35 for additional information on our relative TSR based PBRSU program)

Relationship between Compensation Actually Paid and Company Performance

Below are graphs showing the relationship of “compensation actually paid” to our PEO and the average “compensation actually paid” to our Non-PEO NEOs in 2023, 2022, 2021 and 2020 to (i) the TSR of the Company and the KBW Nasdaq Bank Index, and (ii) the Company’s GAAP net income (loss) and ~~total revenue.~~PPNR. As illustrated below, the increase in “compensation actually paid” between 2020 and 2021 is correlated to the appreciation in the Company’s stock price during 2021. Similarly, the decrease in “compensation actually paid” between 2021 and 2022 is correlated to the depreciation in the Company’s stock price during 2022. In 2023, “compensation actually paid” approximated, though was modestly less than, the reported summary compensation table totals, reflecting the generally flat stock price between end of year 2022 and end of year 2023. The Company believes that correlation between “compensation actually paid” and TSR reflects that a significant portion of the Company’s executive compensation program is equity denominated. Conversely, changes in “compensation actually paid” are significantly less correlated to the Company’s GAAP net income and ~~total revenue,~~PPNR, reflecting the relatively smaller quantum of executive compensation based on the performance of those measures.

Compensation Actually Paid vs. TSR

Compensation Actually Paid vs. GAAP Net Income (Loss) and ~~Total Revenue~~PPNR

Securities Authorized for Issuance Under Equity Compensation Plans

The following table summarizes compensation plans under which our equity securities are authorized for issuance as of December 31, ~~2022.~~2023:


Plan Category	Plan Category	(a) Total Number of Securities To Be Issued Upon Exercise of Outstanding Options, Warrants, and Rights (1)	(b) Weighted-average Exercise Price of Outstanding Options, Warrants, and Rights ($)(2)	(c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))	Plan Category	(a) Total Number of Securities To Be Issued Upon Exercise of Outstanding Options, Warrants, and Rights (1)	(b) Weighted-average Exercise Price of Outstanding Options, Warrants, and Rights ($)(2)	(c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
Equity compensation plans approved by security holders(3)	Equity compensation plans approved by security holders(3)	11,636,912	38.16	23,776,112	Equity compensation plans approved by security holders(3)	9,333,670	39.2	30,216,055
Equity compensation plans not approved by security holders(4)	Equity compensation plans not approved by security holders(4)	40,050	5.32	1,340,438	Equity compensation plans not approved by security holders(4)	4,576	5.48	1,340,439

REPORT OF THE COMPENSATION COMMITTEE

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 of 1933, as amended (Securities Act), or under the Securities Exchange Act of 1934, as amended (Exchange Act), except to the extent that we specifically incorporate this information by reference, and will not otherwise be deemed “soliciting material” or “filed” under either the Securities Act or the Exchange Act.

Our Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and based on such review and discussions, the Compensation Committee recommended to our Board that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into our Annual Report.

THE COMPENSATION COMMITTEE

Faiz Ahmad

Allan Landon

Janey Whiteside

Michael Zeisser (Chair)

RELATED PARTY TRANSACTIONS

Related party transactions must be reviewed and approved by our Audit Committee when not conducted in the ordinary course of business subject to the standard terms of our online marketplace or certificate investment program. Related party transactions may include any transaction between entities under common control or with a related person occurring since the beginning of our latest fiscal year, or any currently proposed transaction involving us where the amount involved exceeds $120,000. This review also includes any material amendment or modification to an existing related party transaction. We have defined related persons as members of the Board, executive officers, 5% or greater owners of our outstanding stock and any immediate family members of each such related persons, as well as any other person or entity with significant influence over our management or operations.

As previously disclosed, on December 31, 2020, the Company ceased offering and selling Member Payment Dependent Notes, as such term is defined in its Form S-3 filed with the SEC on August 9, 2019 (the “Retail Notes”). In connection with the cessation of the Retail Notes program, we ceased deposits to the program. From January 1, ~~2022~~2023 to December 31, ~~2022,~~2023, Mr. Sanborn received ~~$7,228~~$2,565 in withdrawals from his Retail Notes program account in connection with the wind-down of the program. These transactions were made in the ordinary course of business and were transacted on terms and conditions that were not more favorable than those obtained by similarly situated third-party investors.

REPORT OF THE AUDIT COMMITTEE

This report of the Audit 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 the Exchange Act, except to the extent that we specifically incorporate this information by reference, and will not otherwise be deemed “soliciting material” or “filed” under either the Securities Act or the Exchange Act.

The Audit Committee has reviewed and discussed our audited financial statements for the year ended December 31, ~~2022~~2023 with management and with Deloitte & Touche LLP.

The Audit Committee has also discussed with Deloitte & Touche LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC.

The Audit Committee also has received and reviewed the written disclosures and the letter from Deloitte & Touche LLP required by applicable requirements of the PCAOB regarding Deloitte & Touche LLP’s communications with the Audit Committee concerning independence, and has discussed with Deloitte & Touche LLP its independence from us.

Based on the review and discussions described above, the Audit Committee recommended to the Board that the audited financial statements be included in the Annual Report for filing with the SEC.

THE AUDIT COMMITTEE*COMMITTEE

Stephen Cutler

Allan Landon (Chair)

Kathryn Reimann

Erin Selleck

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act and the rules of the SEC require our directors, executive officers and persons who own more than 10% of our common stock to, among other things, file reports of their ownership and changes in ownership of our common stock with the SEC and to furnish us with copies of all Section 16(a) reports that they file.

Based solely on our review of the reports furnished to us during 2023 and questionnaires from our directors and executive officers, we determined that no director, executive officer or beneficial owner of more than 10% of our common stock failed to file a report on a timely basis during 2023.

COMMUNICATIONS WITH THE LENDINGCLUB BOARD

Stockholders and interested parties wishing to communicate with our Board or with an individual member or members of our Board may do so by writing to our Board or to the particular member or members of our Board and mailing the correspondence to our Corporate Secretary at LendingClub Corporation, 595 Market Street, Suite 200, San Francisco, California 94105. Each communication from a stockholder 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 nominee, the name and address of the beneficial owner of such shares, and (ii) the number of shares of our common stock that are owned of record by the stockholder of record and beneficially by the beneficial owner.

Our Corporate Secretary, in consultation with appropriate members of our Board as necessary, will review all incoming communications and, if appropriate, all such communications will be forwarded to the appropriate member or members of our Board, or if none is specified, to the Chairman of our Board.

PROPOSAL ONE:

ELECTION OF DIRECTORS

Our Board is currently comprised of ten members. In accordance with our Restated Certificate of Incorporation, our Board is divided into three staggered classes of directors. At the Annual Meeting, three Class I directors will be elected for a three-year term to succeed the same class whose term is then expiring.

The following individuals, each of whom is currently serving on our Board as a Class I director, were nominated by our Board for election at the Annual Meeting, each to serve until the 2027 Annual Meeting of Stockholders and until his successor has been elected and qualified or his earlier death, resignation or removal:

•Syed Faiz Ahmad;

•Allan Landon; and

•Timothy Mayopoulos.

Our Bylaws require that in an uncontested election each director will be elected by the vote of the majority of the votes cast. A majority of votes cast means that the number of shares cast “for” a director’s election exceeds the number of votes cast “against” that director. A share that is otherwise present at the meeting but for which there is an abstention, or to which a stockholder gives no authority or direction, shall not be considered a vote cast.

Each nominee has consented to being named in this Proxy Statement and to serve if elected. In the event that any nominee for any reason is unable to serve, or for good cause will not serve, the proxies will be voted for such substitute nominee as our Board may determine.

Each nominee has agreed to resign if they do not receive a majority of votes cast.

THE BOARD RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE NOMINATED DIRECTORS.

PROPOSAL TWO:

ADVISORYVOTEONEXECUTIVECOMPENSATION

As required pursuant to Section 14A of the Exchange Act, we are providing our stockholders with a non-binding advisory vote on the compensation of our named executive officers as described above under the heading “Executive Compensation.” This non-binding advisory vote is commonly referred to as a “say-on-pay” vote. The non-binding advisory vote on the compensation of our named executive officers, as disclosed in this Proxy Statement, will be determined by the affirmative vote of a majority of the shares cast for or against the matter at the Annual Meeting.

Stockholders are urged to read the “Executive Compensation – Compensation Discussion and Analysis” section of this Proxy Statement, which discusses our executive compensation philosophy, policies and practices, and contains tabular information and narrative discussion about the compensation of our named executive officers. The Compensation Committee believes that these policies and procedures are effective in advancing our compensation philosophy and in achieving our goals.

We are asking you to indicate your support for the compensation of our named executive officers as described in this Proxy Statement. This vote is not intended to address any specific item of compensation, but rather the overall compensation of the named executive officers and the philosophy, policies and procedures described in this Proxy Statement. Accordingly, we are asking you to vote, on an advisory basis, which is non-binding, “FOR” the following resolution at the Annual Meeting:

“RESOLVED, that the compensation paid to LendingClub Corporation’s named executive officers, as disclosed pursuant to the Securities and Exchange Commission’s compensation disclosure rules, including the Compensation Discussion and Analysis, compensation tables and narrative discussion set forth in the Proxy Statement relating to its 2024 Annual Meeting of Stockholders, is hereby APPROVED.”

The vote on our named executive officer compensation is an advisory vote only and will not be binding on us. However, our Compensation Committee, which is responsible for designing and administering our executive compensation, values the opinions expressed by stockholders, and will consider the outcome of the vote when making future compensation decisions.

THE BOARD RECOMMENDS A VOTE “FOR” THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT.

PROPOSAL THREE:

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board has selected Deloitte & Touche LLP to be our independent registered public accounting firm for the year ending December 31, 2024 and recommends that the stockholders vote for ratification of such appointment. The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2024 will be determined by the affirmative vote of a majority of the votes cast for or against the matter at the Annual Meeting. In the event of a negative vote on such ratification, the Audit Committee will reconsider its selection. We expect representatives of Deloitte & Touche LLP to be present at the Annual Meeting, to have the opportunity to make a statement if they desire to do so and to be available to respond to appropriate questions.

Audit and Related Fees

The following table sets forth the aggregate fees for audit and other services provided by Deloitte & Touche LLP for the years ended December 31, 2023 and 2022:


	2023		2022
Audit fees(1)	$	2,979,975	$	3,715,861
Audit-related fees(2)	20,025		40,171
Tax fees	—		—
All other fees	—		—
Total fees	$	3,000,000	$	3,756,032

(1)Audit fees consist of the aggregate fees billed for professional services rendered for the audit of our annual financial statements included in our Annual Report and a review of financial statements included in our Quarterly Reports on Form 10-Q.

(2)Audit-related fees include (i) agreed upon procedures related to compliance with regulatory guidelines, (ii) review of SEC filings, and (iii) services that are normally provided in connection with statutory and regulatory filings or engagements for those years.

The Audit Committee’s policy is to pre-approve all audit and permissible non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. The Audit Committee generally pre-approves particular services or categories of services on a case-by-case basis. The independent registered public accounting firm and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with these pre-approvals, and the fees for the services performed to date.

All of the services of Deloitte & Touche LLP for 2023 and 2022 described above were pre-approved by the Audit Committee.

THE BOARD RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2024.

PROPOSAL FOUR:

DECLASSIFICATION OF THE BOARD

The Board has unanimously approved and recommends that our stockholders approve amending certain sections of our Restated Certificate of Incorporation that would phase in the declassification of our Board (the “Declassification Amendment”), as described below and set forth on Annex I of this Proxy Statement.

Background of the Proposal

The Nominating and Governance Committee and the Board regularly review our corporate governance practices to ensure that such practices, including the procedures for the election of directors, remain in the best interests of the Company and our stockholders. The Board believes that its classified structure, which was implemented in 2014 when we became a publicly traded company, promotes continuity, stability, and encourages the Board to plan for long-term goals.

As stated earlier in this Proxy Statement, we conducted meetings with the governance teams from a number of significant stockholders during which we solicited input on governance issues and priorities. During these meetings, a number of our largest stockholders expressed a preference that, over the course of time, we should consider declassifying our Board. While the Board believes there are important benefits to a classified board structure, the Board recognizes the growing sentiment among certain stockholders and members of the investment community in favor of annual elections and the benefit of providing stockholders an annual opportunity to express their views on the individual performance of each director and on the entire board of directors more frequently than with a classified board structure.

Ultimately, after weighing the various factors, the Board determined that it would be in the best interests of the Company and our stockholders to amend and restate our Restated Certificate of Incorporation to declassify the Board. Accordingly, since 2018, we have proposed to amend Sections 3, 4 and 5 of Article VI of our Restated Certificate of Incorporation in order to phase in the declassification of our Board. Per Article X of our Restated Certificate of Incorporation, amending certain Articles of our Restated Certificate of Incorporation, including Article VI, requires the affirmative vote of the holders of at least two-thirds of the voting power of all of our then-outstanding shares of common stock entitled to vote generally in the election of directors, voting together as a single class. The 2018, 2019, 2020, 2021, 2022 and 2023 proposals each failed, receiving approximately 61.0%, 60.7%, 46.8%, 56.7%, 57.6% and 63.8%, respectively, of the affirmative vote of our then-outstanding shares of capital stock. Of those shares that voted for this proposal at each annual meeting in 2018, 2019, 2020, 2021, 2022 and 2023, the overwhelming majority voted in favor of the proposal.

In light of the strong stockholder support this proposal has received in prior years and because the Board continues to believe in the merits of declassifying our Board, in March 2024, the Board approved, subject to stockholder approval, the Declassification Amendment. The Board also approved certain conforming changes to our Bylaws, which changes will go in effect if the Declassification Amendment is approved by our stockholders.

Please note that the Declassification Amendment requires the affirmative vote of the holders of at least two-thirds of all outstanding shares of the Company’s capital stock to pass.

Current Classified Board Structure

Under Article VI, Section 3 of our Restated Certificate of Incorporation, the Board is currently separated into three classes equal in size. Absent the earlier resignation or removal of a director, each year the stockholders are asked to elect the directors comprising one of the classes for a three-year term. The term of the current Class I directors is set to expire at the Annual Meeting. The term of the Class II directors is set to expire at the 2025 Annual Meeting and the term of the Class III directors is set to expire at the 2026 Annual Meeting. Under the current classified board structure, stockholders may only elect one-third of the Board each year.

Proposed Amendment to Restated Certificate of Incorporation

Currently, members of our Board are elected for staggered terms of three years. If the Declassification Amendment is approved, commencing immediately after the date of the Annual Meeting, any director elected to the Board shall be elected for a term expiring at the next annual meeting of stockholders. The directors who are elected or appointed on or prior to the date of the Annual Meeting, including the directors standing for election under Proposal One, will continue to hold office until the end of the terms for which they were elected or appointed to serve. In all cases, each director will hold office until his or her successor has been elected and qualified or until such director’s earlier death, retirement, resignation or removal.

This description of the proposed Declassification Amendment is only a summary of the proposed amendments to our Restated Certificate of Incorporation and is qualified in its entirety by reference to, and should be read in conjunction with, the full text of Article VI of our Restated Certificate of Incorporation, as proposed to be amended, a copy of which is attached to this Proxy Statement as Annex I.

If our stockholders approve the proposed Declassification Amendment, we intend to file with the Secretary of State of the State of Delaware a Second Amended and Restated Certificate of Incorporation incorporating the Declassification Amendment, which will become effective upon filing.

If our stockholders approve the proposed Declassification Amendment and the Supermajority Voting Amendment (as defined below) described in Proposal Five, we intend to file with the Secretary of State of the State of Delaware a Second Amended and Restated Certificate of Incorporation incorporating both the Declassification Amendment and the Supermajority Voting Amendment, which will become effective upon filing.

If our stockholders approve the proposed Declassification Amendment and the Officer Exculpation Amendment (as defined below) described in Proposal Six, we intend to file with the Secretary of State of the State of Delaware a Second Amended and Restated Certificate of Incorporation incorporating both the Declassification Amendment and the Officer Exculpation Amendment, which will become effective upon filing.

If our stockholders approve the proposed Declassification Amendment, the Supermajority Voting Amendment described in Proposal Five and the Officer Exculpation Amendment described in Proposal Six, we intend to file with the Secretary of State of the State of Delaware a Second Amended and Restated Certificate of Incorporation incorporating each of the Declassification Amendment, the Supermajority Voting Amendment and the Officer Exculpation Amendment, which will become effective upon filing.

THE BOARD RECOMMENDS A VOTE “FOR” THE APPROVAL AND ADOPTION OF THE DECLASSIFICATION AMENDMENT.

PROPOSAL FIVE:

REMOVAL OF THE SUPERMAJORITY VOTING REQUIREMENT TO AMEND THE COMPANY’S GOVERNING DOCUMENTS

The Board has unanimously approved and recommends that our stockholders approve amending Articles V and X of our Restated Certificate of Incorporation to remove the supermajority voting requirements to amend our Restated Certificate of Incorporation or for our stockholders to amend our Bylaws (the “Supermajority Voting Amendment”), as described below and set forth on Annex II of this Proxy Statement.

Background of the Proposal

Article V of our Restated Certificate of Incorporation provides that our stockholders may adopt, amend or repeal any provision of the Bylaws if the affirmative vote of the holders of at least two-thirds of the voting power of all of the then-outstanding shares of the Company’s common stock entitled to vote generally in the election of directors, voting together as a single class, vote to adopt, amend or repeal any provision of the Bylaws. Likewise, Article X of our Restated Certificate of Incorporation requires the affirmative vote of the holders of at least two-thirds of the voting power of all of the then-outstanding shares of the Company’s common stock entitled to vote generally in the election of directors, voting together as a single class, to amend or repeal Article V, Article VI, Article VII, Article VIII or Article X, which relate to:

•the amendment of our Bylaws;

•the powers, size, election, term, vacancies and removal of members of the Board;

•the Company’s classified board structure;

•director exculpation from liability;

•the requirement that stockholder action be taken at an annual or special meeting of stockholders and not by written consent and specifications as to who has authority to call a special meeting of the stockholders;

•the advance notice requirements for stockholder nominations for election of directors and other business to be brought by stockholders before a meeting of stockholders; and

•amendment of our Restated Certificate of Incorporation.

We refer to these supermajority voting requirements of the Restated Certificate of Incorporation as the “Supermajority Provisions”.

The Supermajority Provisions were included in the Restated Certificate of Incorporation in 2014 when we became a publicly traded company and are similar to supermajority voting requirements found in the governing documents of many publicly traded companies. In 2019, certain stockholders and proxy advisory firms requested that we remove the Supermajority Provisions in our Restated Certificate of Incorporation. Our Board carefully considered the views of our stockholders, and evaluated how our corporate governance practices would be affected if the Supermajority Provisions were removed from our Restated Certificate of Incorporation. In response, the Board committed to putting forth an amendment to remove the Supermajority Provisions in our Restated Certificate of Incorporation no later than 2023.

As part of our ongoing review of our corporate governance practices, the Board and the Nominating and Corporate Governance Committee reviewed the Supermajority Provisions, and determined that removing the Supermajority Provisions is in the best interests of the Company and our stockholders. The Supermajority Provisions were intended to provide corporate governance stability, protect against self-interested action on the part of large stockholders, reduce the likelihood that third parties institute corporate governance changes that may be inconsistent with the best interest of, or otherwise harmful to, the Company and its stockholders and require that a broad base of stockholder support exists before certain governance matters are approved and implemented. While the Board understands these important benefits, the Board also recognizes that the Supermajority Provisions may have the effect of reducing the Board’s accountability to stockholders and can limit stockholder participation in our corporate governance. The Board also acknowledges that many other public companies have transitioned away from similar supermajority voting requirements. Therefore, after careful consideration, the Board believes that the benefits of removing the Supermajority Provisions to provide more accountability to stockholders and promote stronger corporate governance outweigh the benefits of retaining such supermajority voting requirements. Further, by putting forth this Proposal Five, we are fulfilling our 2019 commitment to our stockholders to remove these Supermajority Provisions.

Accordingly, in 2023, we proposed to amend Articles V and X of our Restated Certificate of Incorporation to remove the supermajority voting requirements to amend our Restated Certificate of Incorporation or for our stockholders to amend our

Bylaws. Per Article X of our Restated Certificate of Incorporation, amending certain Articles of our Restated Certificate of Incorporation, including Articles V and X, requires the affirmative vote of the holders of at least two-thirds of the voting power of all of our then-outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a single class. The 2023 proposal failed, receiving approximately 63.8% of the affirmative vote of our then-outstanding shares of capital stock. Of those shares that voted for this proposal at the 2023 Annual Meeting of Stockholders, the overwhelming majority voted in favor of the proposal.

In light of the strong stockholder support this proposal received at the 2023 Annual Meeting of Stockholders and because the Board continues to believe in the merits of removing the supermajority voting requirements in our Restated Certificate of Incorporation to amend our Restated Certificate of Incorporation or Bylaws, in March 2024, the Board approved, subject to stockholder approval, the Supermajority Voting Amendment.

Please note that the Supermajority Voting Amendment requires the affirmative vote of the holders of at least two-thirds of all outstanding shares of the Company’s capital stock to pass.

Proposed Amendment to Restated Certificate of Incorporation

Currently, our Restated Certificate of Incorporation requires a supermajority vote to amend our Restated Certificate of Incorporation and for our stockholders to amend the Bylaws. If the Supermajority Voting Amendment is approved and becomes effective, then the supermajority voting requirements to amend our governing documents in our Restated Certificate of Incorporation would be deleted. As a result, the standard for stockholder approval of any future amendments to the Restated Certificate of Incorporation (including Articles V, VI, VII, VIII or X) or of any future stockholder amendments to our Bylaws would be by the affirmative vote of the holders of at least a majority of the voting power of all of the then-outstanding shares of the Company’s capital stock entitled to vote generally in the election of directors, voting together as a single class.

This description of the proposed Supermajority Voting Amendment is only a summary of the proposed amendments to our Restated Certificate of Incorporation and is qualified in its entirety by reference to, and should be read in conjunction with, the full text of Articles V and X of our Restated Certificate of Incorporation, as proposed to be amended, a copy of which is attached to this Proxy Statement as Annex II.

If our stockholders approve the proposed Supermajority Voting Amendment, we intend to file with the Secretary of State of the State of Delaware a Second Amended and Restated Certificate of Incorporation incorporating the Supermajority Voting Amendment, which will become effective upon filing.

If our stockholders approve the proposed Supermajority Voting Amendment and the Declassification Amendment described in Proposal Four, we intend to file with the Secretary of State of the State of Delaware a Second Amended and Restated Certificate of Incorporation incorporating both the Supermajority Voting Amendment and the Declassification Amendment, which will become effective upon filing.

If our stockholders approve the proposed Supermajority Voting Amendment and the Officer Exculpation Amendment described in Proposal Six, we intend to file with the Secretary of State of the State of Delaware a Second Amended and Restated Certificate of Incorporation incorporating both the Supermajority Voting Amendment and the Officer Exculpation Amendment, which will become effective upon filing.

If our stockholders approve the proposed Supermajority Voting Amendment, the Declassification Amendment described in Proposal Four and the Officer Exculpation Amendment described in Proposal Six, we intend to file with the Secretary of State of the State of Delaware a Second Amended and Restated Certificate of Incorporation incorporating each of the Supermajority Voting Amendment, the Declassification Amendment and the Officer Exculpation Amendment, which will become effective upon filing.

THE BOARD RECOMMENDS A VOTE “FOR” THE APPROVAL AND ADOPTION OF THE SUPERMAJORITY VOTING AMENDMENT

PROPOSAL SIX:

AMEND THE RESTATED CERTIFICATE OF INCORPORATION TO LIMIT THE PERSONAL LIABILITY OF CERTAIN OFFICERS OF THE COMPANY AS PERMITTED BY DELAWARE LAW

The Board has unanimously approved and recommends that our stockholders approve amending our Restated Certificate of Incorporation to add Article XI to limit the personal liability of certain of our officers for breaches of the fiduciary duty of care as an officer to the extent permitted by Delaware law (the “Officer Exculpation Amendment”), as described below and set forth on Annex III of this Proxy Statement.

In approving the proposed Officer Exculpation Amendment, the Board took into account several factors, such as the narrow class and type of claims that such officers would be exculpated from liability pursuant to Section 102(b)(7) of the DGCL, the limited number of our officers who would be impacted, and the benefits the Board believes the Company would accrue by providing officer exculpation in accordance with Section 102(b)(7) of the Delaware General Corporation Law (the “DGCL”), including, the potential to reduce indemnification costs incurred by the Company associated with frivolous lawsuits. The Board balanced these considerations with our corporate governance practices and mechanisms available to the Board to hold officers accountable, and determined that it is advisable and in the best interests of the Company and our stockholders to approve the Officer Exculpation Amendment.

Background of the Proposal

The State of Delaware, which is our state of incorporation, recently amended Section 102(b)(7) of the DGCL to permit a corporation to eliminate or limit the personal liability of certain officers to the corporation or its stockholders for breaches of the fiduciary duty of care as an officer in certain limited circumstances. We sometimes refer to this elimination or limitation of personal liability as “exculpation” in this proxy statement. Prior to the amendment of Section 102(b)(7) of the DGCL, Delaware law authorized such exculpation for directors but not for officers. Consequently, plaintiffs have employed a tactic of bringing certain claims that would otherwise be exculpated if brought against directors against individual officers to avoid dismissal of such claims and extract settlements from defendant corporations. The amendment of Section 102(b)(7) of the DGCL was adopted to address the inconsistent treatment between officers and directors and the rising litigation and insurance costs.

As with directors, exculpation protection under Section 102(b)(7) of the DGCL does not apply to an officer’s breaches of the duty of loyalty, acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, or any transaction in which the officer derived an improper personal benefit. Unlike director exculpation, however, the protection for officers under Section 102(b)(7) of the DGCL only permits officer exculpation for direct claims brought by stockholders for breach of an officer’s fiduciary duty of care, including class actions, but does not eliminate an officer’s monetary liability for breach of fiduciary duty claims brought by the corporation itself or for derivative claims brought by stockholders in the name of the corporation. In addition, the exculpation protection under Section 102(b)(7) of the DGCL only applies to certain officers, namely a person who (during the course of conduct alleged to be wrongful) (i) is or was president, chief executive officer, chief operating officer, chief financial officer, chief legal officer, controller, treasurer or chief accounting officer; (ii) is or was identified in the corporation’s public filings with the SEC as one of the most highly compensated executive officers of the corporation; or (iii) has, by written agreement with the corporation, consented to be identified as an officer for purposes of accepting service of process. To gain the added protection for our officers, we must amend our Restated Certificate of Incorporation to add an officer exculpation provision.

Reasons for the Proposal

The Board believes it is appropriate for the Company and other public corporations incorporated in states that allow for the limitation of personal liability of directors and officers to have such a provision in their certificates of incorporation for the following reasons:

•The nature of the role of directors and officers often requires them to make decisions on crucial matters. Frequently, directors and officers must make decisions in response to time-sensitive opportunities and challenges, which can create substantial risk of investigations, claims, actions, suits or proceedings seeking to impose liability on the basis of hindsight, especially in the current litigious environment and regardless of merit. Limiting concern about personal risk would empower both directors and officers to best exercise their business judgment in furtherance of stockholder interests.

•The Board believes the proposed Officer Exculpation Amendment could reduce the instances in which the Company is required to indemnify its officers by reducing their exposure to lawsuits.

•The Board believes the proposed Officer Exculpation Amendment would align the protections for our officers with those protections currently afforded to our directors, although it would not eliminate officers’ monetary liability for breach of fiduciary duty claims brought by the Company itself or for derivative claims brought by stockholders in the name of the Company.

•The Board expects our peers and other companies with whom we compete for officer talent to adopt exculpation clauses that limit the personal liability of officers in their certificates of incorporation. We believe failing to adopt the proposed Officer Exculpation Amendment could impact our recruitment and retention of exceptional officer candidates that conclude that the potential exposure to liabilities, costs of defense and other risks of proceedings exceeds the benefits of serving as an officer of the Company.

•The Board believes the proposed Officer Exculpation Amendment could better position us to attract top officer candidates and retain our current officers and enable our officers to exercise their business judgment in furtherance of the interests of our stockholders without the potential for distraction posed by the risk of personal liability.

Because the Board believes in the merits of limiting the liability of certain of our officers, in March 2024, the Board approved, subject to stockholder approval, the Officer Exculpation Amendment.

The proposed Officer Exculpation Amendment is not being proposed in response to any specific resignation, threat of resignation or refusal to serve by any officer. In addition, the Company is not proposing the Officer Exculpation Amendment in anticipation of any specific litigation. The Officer Exculpation Amendment is being proposed on a prospective basis to help mitigate potential future harm to the Company and our stockholders.

Please note that the Officer Exculpation Amendment requires the affirmative vote of the holders of at least a majority of all outstanding shares of the Company’s capital stock to pass.

Interests of Certain Persons in this Proposal

Our executive officers and other employees may be considered as having an interest in the approval of this proposal as they may receive the personal liability exculpation protections afforded by the Officer Exculpation Amendment if it is adopted by our stockholders.

Proposed Amendment to Restated Certificate of Incorporation

Currently, our Restated Certificate of Incorporation provides for the exculpation of directors for breaches of the fiduciary duty of care, but does not include a provision that allows for the exculpation of officers. If the Officer Exculpation Amendment is approved and becomes effective, then our officers will not face personal liability for breaches of their fiduciary duty of care as an officer. Our officers would still be personally liable for (i) breaches of the duty of loyalty, (ii) acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) any transaction in which the officer derived an improper personal benefit, or (iv) breach of fiduciary duty claims brought by the Company itself or for derivative claims brought by our stockholders in the name of the Company. Our officers would also be personally liable for any act or omission that occurred prior to the date on which the Officer Exculpation Amendment becomes effective.

This description of the proposed Officer Exculpation Amendment is only a summary of the proposed amendments to our Restated Certificate of Incorporation and is qualified in its entirety by reference to, and should be read in conjunction with, the full text of Article XI of our Restated Certificate of Incorporation, as proposed to be amended, a copy of which is attached to this Proxy Statement as Annex III.

If our stockholders approve the proposed Officer Exculpation Amendment, we intend to file with the Secretary of State of the State of Delaware a Second Amended and Restated Certificate of Incorporation incorporating the Officer Exculpation Amendment, which will become effective upon filing.

If our stockholders approve the proposed Officer Exculpation Amendment and the Declassification Amendment described in Proposal Four, we intend to file with the Secretary of State of the State of Delaware a Second Amended and Restated Certificate of Incorporation incorporating both the Officer Exculpation Amendment and the Declassification Amendment, which will become effective upon filing.

If our stockholders approve the proposed Officer Exculpation Amendment and the Supermajority Voting Amendment described in Proposal Five, we intend to file with the Secretary of State of the State of Delaware a Second Amended and

Restated Certificate of Incorporation incorporating both the Officer Exculpation Amendment and the Supermajority Voting Amendment, which will become effective upon filing.

If our stockholders approve the proposed Officer Exculpation Amendment, the Declassification Amendment described in Proposal Four and the Supermajority Voting Amendment described in Proposal Five, we intend to file with the Secretary of State of the State of Delaware a Second Amended and Restated Certificate of Incorporation incorporating each of the Officer Exculpation Amendment, the Declassification Amendment and the Supermajority Voting Amendment, which will become effective upon filing.

THE BOARD RECOMMENDS A VOTE “FOR” THE APPROVAL AND ADOPTION OF THE OFFICER EXCULPATION AMENDMENT

PROPOSAL SEVEN:

EXTEND THE EXPIRATION OF THE EMPLOYEE STOCK PURCHASE PLAN

BY TEN YEARS FROM DECEMBER 2024 TO DECEMBER 2034

The Board has unanimously approved and recommends that our stockholders approve amending and restating our 2014 Employee Stock Purchase Plan (the “ESPP”) to extend the expiration of the plan by ten years from December 2024 to December 2034 and to amend certain provisions of the ESPP (the “ESPP Amendment”), as described below and set forth on Annex IV of this Proxy Statement.

Background of the Proposal

The ESPP became effective on December 9, 2014, immediately prior to our initial public offering. The purpose of the ESPP is to provide eligible employees of the Company with a means of acquiring an equity interest in the Company through payroll deductions to enhance such employees’ sense of participation in the affairs of the Company. The ESPP will assist us in retaining the services of new employees and securing the services of new and existing employees while providing incentives for such individuals to exert maximum efforts toward our success. The ESPP will enable eligible employees to purchase shares of our common stock at a discount. Purchases will be accomplished through participation in discrete offering periods. The Board believes this amendment and restatement of the ESPP is necessary in order to allow us to continue to use the ESPP as part of our equity compensation program to attract and retain the services of individuals essential to our long-term growth and success.

The key differences between the terms of the ESPP and the ESPP, as amended and restated by the ESPP Amendment, are as follows:

•The ESPP Amendment extends the term of the ESPP from December 9, 2024 to December 9, 2034.

•The ESPP Amendment provides the Compensation Committee with the authority to increase the purchase price per share of Company common stock sold in an offering period.

•The ESPP Amendment provides the Compensation Committee with the authority to adjust the holding period required under the ESPP after shares of common stock are purchased in an offering.

•The ESPP Amendment provides that shares of common stock purchasable under the ESPP may be either newly-issued shares or shares reacquired by the Company (including shares purchased on the open market).

Importantly, please note that we are not seeking an increase in the number of shares available for issuance under the ESPP, and we are not seeking an extension to the existing evergreen provision under the ESPP, which sunset per its original terms in January 2024.

If stockholders approve this proposal and the ESPP Amendment, the amended and restated ESPP will become effective as of the date of stockholder approval and expire on December 9, 2034, unless sooner terminated in accordance with the terms of the amended and restated ESPP. If stockholders do not approve this proposal, the ESPP will expire on December 9, 2024.

For additional details regarding the ESPP Amendment and the ESPP, as amended and restated, please see the summary of the amended and restated ESPP below.

Please note that the ESPP Amendment requires the affirmative vote of at least a majority of the votes cast during the Annual Meeting to pass.

Interest of Certain Persons in this Proposal

Our executive officers and other employees may be considered as having an interest in the approval of this proposal and the ESPP Amendment because they are eligible to purchase shares of common stock under the ESPP (including as amended and restated).

Description of the Amended and Restated 2014 Employee Stock Purchase Plan

The essential features of the ESPP, as amended and restated, are summarized below. This summary does not purport to be complete and is subject to, and qualified in its entirety by, the provisions of the ESPP, as amended and restated, which is attached as Annex IV.

General. The purpose of the ESPP is to provide eligible employees with a means of acquiring an equity interest in the Company through payroll deductions to enhance such employees’ sense of participation in the affairs of the Company. The ESPP is intended to qualify as an “employee stock purchase plan” within the meaning of Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”).

Administration. The ESPP is administered by our Compensation Committee. The Compensation Committee has full authority to adopt administrative rules and procedures and to interpret the provisions of the ESPP. All costs and expenses incurred in the administration of the ESPP will be paid by the Company without charge to participants.

Share Reserve. As of April 15, 2024, 1,171,757 shares of common stock have been issued under the ESPP and 8,681,503 shares remain available for issuance, subject to adjustment for changes in our capitalization. Shares of common stock purchasable under the ESPP may be either authorized but unissued shares of common stock or shares reacquired by the Company, including shares purchased on the open market by the Company.

Pursuant to the original terms of the ESPP, the number of shares of our common stock reserved for issuance automatically increased on January 1 of each year from 2015 through 2024 by the lesser of 1% of the total outstanding shares of our common stock and common stock equivalents as of the immediately preceding December 31 or a number determined by our board of directors or Compensation Committee. The existing evergreen provision of the ESPP sunset per its original terms in January 2024, and we are not seeking an extension of the evergreen provision under the ESPP Amendment.

Eligibility and Participation. Our employees generally are eligible to participate in our ESPP if they are employed by us for at least 20 hours per week and more than five months in a calendar year. Employees who are 5% stockholders, or would become 5% stockholders as a result of their participation in our ESPP, are ineligible to participate in our ESPP. The Compensation Committee may impose additional restrictions on eligibility. As of April 15, 2024, there were approximately [X] employees, including [X] executive officers, who were eligible to participate in the ESPP.

Offering Period. The ESPP is implemented through a series of offerings of purchase rights to eligible employees. Under the ESPP, we may specify offering periods with durations of not more than 27 months. Each offering period may consist of one or more purchase periods, with a duration of six months, and will have one or more purchase dates on which shares of our common stock may be purchased by any employee participating in the offering. An offering may be terminated under certain circumstances. Eligible participants who wish to participate in an offering period will be required to enroll in the ESPP before the commencement of the offering period. Once an employee is enrolled, participation will be automatic in subsequent offering periods. An employee’s participation automatically ends upon termination of employment for any reason. Our Compensation Committee may change the timing and duration of offering periods and purchase periods, and the frequency of purchases, as long as such changes comply with the terms of the ESPP.

Purchase Price. Unless our Compensation Committee determines to use a higher price, common stock will be purchased for employees participating in the ESPP at a price per share equal to 85% of the lesser of (i) the fair market value of a share of our common stock on the first date of an offering or (ii) the fair market value of a share of our common stock on the date of purchase. As of April 15, 2024, the closing price of our Common Stock was $[X] per share.

Purchase Rights; Stock Purchases. Under our ESPP, eligible employees will be able to acquire shares of our common stock by accumulating funds through payroll deductions. Our eligible employees will be able to select a rate of payroll deduction between 1% and 15% of their eligible cash compensation, unless a lower limit is set by the Compensation Committee. For the purposes of the ESPP, the term “compensation” shall mean base salary; however, the Compensation Committee may at any time prior to the beginning of an offering period determine that “compensation” means solely base salary or all W-2 cash compensation, including without limitation base salary or regular hourly wages, bonuses, incentive compensation, commissions, overtime, shift premiums, plus draws against commissions. On the last business day of each purchase period, the payroll deductions of each participant are automatically applied to the purchase of whole shares of our common stock at the purchase price in effect for that purchase period. Any amount remaining in a participant’s account after purchasing whole shares shall be returned to the participant at the end of each purchase period.

Special Limitations. The ESPP imposes certain limitations upon an employee’s right to acquire common stock under the ESPP, including the following limitations:

•An employee will not be granted purchase rights under the ESPP if such individual, together with any other person whose stock would be attributed to such employee pursuant to Section 424(d) of the Code, either prior to or as a

result of being granted a purchase right under the ESPP, owns stock or holds options to purchase stock possessing 5% or more of the total combined voting power or value of all classes of our common stock.

•A participant shall not be permitted to purchase more than 500 shares on any one purchase date, unless the Compensation Committee specifies a lesser number.

•No employee will have the right to purchase shares under the ESPP at a rate that, when aggregated with purchase rights under all of the Company’s employee stock purchase plans that are also outstanding in the same calendar year(s), would have a fair market value of more than $25,000 (determined in accordance with Section 423 of the Code) for each calendar year in which that purchase right is outstanding.

Holding Period.The Compensation Committee may require that any shares of common stock acquired under the ESPP by a participant during an offering period be restricted from being sold or otherwise disposed until a pre-established period of time lapses.

Termination of Purchase Rights. The purchase right of a participant will terminate if such participant’s employment is terminated for any reason, including retirement, death, disability or the failure of the participant to remain an eligible employee. Any payroll deductions that the participant may have with respect to the terminated purchase right will be returned to the participant or, in the case of the participant’s death, to the participant’s legal representative.

Stockholder Rights. Participants in the ESPP will have no interest or voting right in the shares covered by his or her purchase right until such purchase right has been exercised and shares are purchased on the participant’s behalf.

Transferability. Payroll deductions credited to a participant’s account, purchase rights and rights to receive shares under the ESPP may not be assigned, transferred, pledged or otherwise disposed of in any way, other than by will, the laws of descent and distribution or by designating a beneficiary to receive any cash from the participant’s account under the ESPP in the event of such participant’s death.

Changes to Capital Structure. If the number of our outstanding shares of common stock is changed by a stock dividend, recapitalization, stock split, reverse stock split, subdivision, combination, reclassification or similar change in our capital structure, then the Compensation Committee shall make appropriate adjustments to (i) the number of shares that may be delivered under the ESPP, (ii) the purchase price per share and the number of shares covered by each purchase right that has not yet been exercised, (iii) the number of shares reserved for issuance under the ESPP, (iv) the maximum number of shares that may be issued over the term of the ESPP, and (v) the limitations on the number of shares that can be purchased on any one purchase date.

Corporate Transactions. In the event of certain corporate transactions, such as the sale or disposition of all or substantially all of our assets, a merger or consolidation, then then current offering period will be shortened and our Board or Compensation Committee will determine a new purchase date for the offering period. Such purchase date will occur on or prior to the consummation of the corporate transaction. The ESPP will then terminate when the corporate transaction occurs.

Amendment and Termination. Unless previously terminated by the Compensation Committee, the ESPP is currently set to expire on December 9, 2024. As amended and restated, the term of the ESPP would be extended until December 9, 2034, unless terminated earlier by the Compensation Committee. Our Compensation Committee also has the authority to amend, suspend or terminate the ESPP at any time. The Compensation Committee may not, without stockholder approval, (i) increase the number of shares issuable under the ESPP, or (ii) change the designation of the employees (or class of employees) eligible for participation in the ESPP.

Incorporation of Prior Reverse Stock Split. The share numbers in the ESPP, as amended and restated, reflect the impact of our July 2019 1-for-5 reverse stock split.

Federal Tax Information

The following paragraphs are a summary of the general federal income tax consequences to U.S. taxpayers and the Company of the purchase rights under the ESPP based on the tax laws in effect as of the date of this proxy statement. Tax consequences for any particular individual may be different.

General. The ESPP, and the right of participants to make purchases of our common stock pursuant to the ESPP are intended to be eligible for the favorable tax treatment provided by Sections 421 and 423 of the Code.

Tax Effect for Participants. Participants will not realize any income upon the grant of purchase rights or upon the purchase of common stock under the ESPP. Taxable income will not be recognized by a participant until there is a sale or other disposition of the shares acquired under the ESPP.

The amount of a participant’s tax liability upon disposition of the shares acquired will depend on whether the participant satisfies certain holding period requirements. If the participant holds the shares purchased under the ESPP for at least two years from the first day of the offering period in which the participant purchased shares and at least one year from the purchase date, then the participant will recognize: (i) ordinary income in an amount equal to the lesser of (a) the purchase price discount as of the first day of the offering period (i.e., 15% of the fair market value of the shares on the first day of the offering period) with respect to the purchased shares, and (b) the fair market value of the shares on the date of disposition minus the amount of the participant’s payroll deductions used to purchase the shares; and (ii) long-term capital gain or loss in an amount equal to the difference between the amount realized upon the disposition of the shares and the participant’s basis in the shares (i.e., the purchase price plus the amount, if any, taxed to the participant as ordinary income).

If the participant does not satisfy the holding periods noted above, then the participant will recognize: (i) ordinary income in an amount equal to the fair market value of the shares on the date of purchase minus the amount of the participant’s payroll deductions used to purchase the shares; and (ii) long-term capital gain or loss in an amount equal to the difference between the amount realized upon the disposition of the shares and the participant’s basis in the shares (i.e., the purchase price plus the amount taxed to the participant as ordinary income).

The ability of a participant to utilize such a capital loss will depend on the participant’s other tax attributes and the statutory limitations on capital loss deductions not discussed herein.

Tax Effects for the Company. The Company is not entitled to any deductions at the time a participant is granted a purchase right under the ESPP or upon the purchase of shares under the ESPP. If a participant satisfies the holding periods noted above, the Company will not receive any deduction for federal income tax purposes with respect to any discount in the sale price of the shares of such participant. If the participant does not satisfy such holding period, the Company will be entitled to a tax deduction in an amount equal to the amount that the participant is taxed as ordinary income. Any deduction for the Company is subject to the limitations of Section 162(m) of the Code.

THE FOREGOING IS ONLY A SUMMARY OF THE EFFECT OF U.S. FEDERAL INCOME TAXATION UPON PARTICIPANTS AND THE COMPANY UNDER THE ESPP. IT DOES NOT PURPORT TO BE COMPLETE, AND DOES NOT DISCUSS THE TAX CONSEQUENCES OF A PARTICIPANT’S DEATH OR THE PROVISIONS OF THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FOREIGN COUNTRY IN WHICH A SERVICE PROVIDER MAY RESIDE.

Accounting Treatment

Under present accounting principles, the issuance of common stock under the ESPP will not result in any charge to our earnings. However, we must disclose in pro-forma statements to our financial statements the impact that purchase rights granted under the ESPP would have on our reported earnings, where the value of those purchase rights is treated as compensation expense.

Registration with the SEC

The Company previously filed registration statements on Form S-8 with the SEC to register the shares of common stock currently available for issuance under the ESPP. We intend to file with the SEC a registration statement on Form S-8 to cover new shares that were reserved in 2024 for issuance under the ESPP pursuant to the ESPP’s evergreen provision.

New Plan Benefits

The amended and restated ESPP does not provide for set benefits or amounts of awards and we have not approved any awards that are conditioned on stockholder approval of the ESPP Amendment. Because benefits under the amended and restated ESPP will depend on employees’ elections to participate and the fair market value of our common stock at various future dates, it is not possible to determine the benefits that will be received by our executive officers and other employees if the ESPP Amendment is approved by the shareholders.

Existing Plan Benefits

The following table sets forth, for each of the individuals and the various groups indicated, the total number of shares of our common stock that have been purchased under the ESPP since it became effective on December 9, 2014 through May 10, 2019 (the last purchase date under the ESPP):

Name and Position

Number of Shares

Scott Sanborn

Chief Executive Officer and Director

3,310

Andrew LaBenne

Chief Financial Officer

—

Annie Armstrong

Chief Risk Officer

—

Jordan Cheng

General Counsel and Corporate Secretary

—

Ronnie Momen

Chief Consumer Banking Officer

—

Brandon Pace

Former Chief Administrative Officer and Corporate Secretary

1,910

All current executive officers as a group

3,310

All current directors who are not executive officers as a group

—

Faiz Ahmad

Director Nominee

—

Allan Landon

Director Nominee

—

~~Timothy Mayopoulos~~

~~Kathryn Reimann~~

~~Erin Selleck~~Audit and Related Fees

The following table sets forth the aggregate fees for audit and other services provided by Deloitte & Touche LLP for the years ended December 31, 2023 and 2022:


	2023		2022
Audit fees(1)	$	2,979,975	$	3,715,861
Audit-related fees(2)	20,025		40,171
Tax fees	—		—
All other fees	—		—
Total fees	$	3,000,000	$	3,756,032

(1)Audit fees consist of the aggregate fees billed for professional services rendered for the audit of our annual financial statements included in our Annual Report and a review of financial statements included in our Quarterly Reports on Form 10-Q.

(2)Audit-related fees include (i) agreed upon procedures related to compliance with regulatory guidelines, (ii) review of SEC filings, and (iii) services that are normally provided in connection with statutory and regulatory filings or engagements for those years.

* The ~~listed membership~~Audit Committee’s policy is to pre-approve all audit and permissible non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. The Audit Committee generally pre-approves particular services or categories of services on a case-by-case basis. The independent registered public accounting firm and management are required to periodically report to the Audit Committee ~~is as~~regarding the extent of services provided by the independent registered public accounting firm in accordance with these pre-approvals, and the fees for the services performed to date.

All of the ~~date our audited financial statements~~services of Deloitte & Touche LLP for 2023 and 2022 described above were pre-approved by the ~~year ended December~~Audit Committee.

THE BOARD RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, ~~2022 were filed with the SEC.~~2024.


LENDINGCLUB CORPORATION \| 60


~~2023~~2024 PROXY STATEMENT \| ~~SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE~~PROPOSAL FOUR: DECLASSIFICATION OF THE BOARD

~~SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE~~PROPOSAL FOUR:

DECLASSIFICATION OF THE BOARD

~~Section 16(a) of the Exchange Act~~The Board has unanimously approved and ~~the rules of the SEC require~~recommends that our ~~directors, executive officers and persons who own more than 10%~~stockholders approve amending certain sections of our ~~common stock to, among other things, file reports~~Restated Certificate of ~~their ownership and changes~~Incorporation that would phase in ~~ownership~~the declassification of our ~~common stock with the SEC~~Board (the “Declassification Amendment”), as described below and ~~to furnish us with copies~~set forth on Annex I of ~~all Section 16(a) reports that they file.~~this Proxy Statement.

~~Based solely on our review~~Background of the ~~reports furnished~~Proposal

The Nominating and Governance Committee and the Board regularly review our corporate governance practices to usensure that such practices, including the procedures for the election of directors, remain in the best interests of the Company and our stockholders. The Board believes that its classified structure, which was implemented in 2014 when we became a publicly traded company, promotes continuity, stability, and encourages the Board to plan for long-term goals.

As stated earlier in this Proxy Statement, we conducted meetings with the governance teams from a number of significant stockholders during which we solicited input on governance issues and priorities. During these meetings, a number of our largest stockholders expressed a preference that, over the course of time, we should consider declassifying our Board. While the Board believes there are important benefits to a classified board structure, the Board recognizes the growing sentiment among certain stockholders and members of the investment community in favor of annual elections and the benefit of providing stockholders an annual opportunity to express their views on the individual performance of each director and on the entire board of directors more frequently than with a classified board structure.

Ultimately, after weighing the various factors, the Board determined that it would be in the best interests of the Company and our stockholders to amend and restate our Restated Certificate of Incorporation to declassify the Board. Accordingly, since 2018, we have proposed to amend Sections 3, 4 and 5 of Article VI of our Restated Certificate of Incorporation in order to phase in the declassification of our Board. Per Article X of our Restated Certificate of Incorporation, amending certain Articles of our Restated Certificate of Incorporation, including Article VI, requires the affirmative vote of the holders of at least two-thirds of the voting power of all of our then-outstanding shares of common stock entitled to vote generally in the election of directors, voting together as a single class. The 2018, 2019, 2020, 2021, 2022 and ~~questionnaires from our directors~~2023 proposals each failed, receiving approximately 61.0%, 60.7%, 46.8%, 56.7%, 57.6% and ~~executive officers, we determined that no director, executive officer or beneficial owner~~63.8%, respectively, of ~~more than 10%~~the affirmative vote of our ~~common stock failed to file a report on a timely basis during~~then-outstanding shares of capital stock. Of those shares that voted for this proposal at each annual meeting in 2018, 2019, 2020, 2021, 2022 ~~except for one Form 4 for Annie Armstrong, which was due on June 9, 2022, but was filed on June 10, 2022.~~and 2023, the overwhelming majority voted in favor of the proposal.

In light of the strong stockholder support this proposal has received in prior years and because the Board continues to believe in the merits of declassifying our Board, in March 2024, the Board approved, subject to stockholder approval, the Declassification Amendment. The Board also approved certain conforming changes to our Bylaws, which changes will go in effect if the Declassification Amendment is approved by our stockholders.

Please note that the Declassification Amendment requires the affirmative vote of the holders of at least two-thirds of all outstanding shares of the Company’s capital stock to pass.

Current Classified Board Structure

Under Article VI, Section 3 of our Restated Certificate of Incorporation, the Board is currently separated into three classes equal in size. Absent the earlier resignation or removal of a director, each year the stockholders are asked to elect the directors comprising one of the classes for a three-year term. The term of the current Class I directors is set to expire at the Annual Meeting. The term of the Class II directors is set to expire at the 2025 Annual Meeting and the term of the Class III directors is set to expire at the 2026 Annual Meeting. Under the current classified board structure, stockholders may only elect one-third of the Board each year.

Proposed Amendment to Restated Certificate of Incorporation

Currently, members of our Board are elected for staggered terms of three years. If the Declassification Amendment is approved, commencing immediately after the date of the Annual Meeting, any director elected to the Board shall be elected for a term expiring at the next annual meeting of stockholders. The directors who are elected or appointed on or prior to the date of the Annual Meeting, including the directors standing for election under Proposal One, will continue to hold office until the end of the terms for which they were elected or appointed to serve. In all cases, each director will hold office until his or her successor has been elected and qualified or until such director’s earlier death, retirement, resignation or removal.


LENDINGCLUB CORPORATION \| 61


~~2023~~2024 PROXY STATEMENT \| ~~COMMUNICATIONS WITH~~PROPOSAL FOUR: DECLASSIFICATION OF THE ~~LENDINGCLUB~~ BOARD

~~COMMUNICATIONS WITH THE LENDINGCLUB BOARD~~

This description of the proposed Declassification Amendment is only a summary of the proposed amendments to our Restated Certificate of Incorporation and is qualified in its entirety by reference to, and should be read in conjunction with, the full text of Article VI of our Restated Certificate of Incorporation, as proposed to be amended, a copy of which is attached to this Proxy Statement as Annex I.

~~Stockholders and interested parties wishing~~If our stockholders approve the proposed Declassification Amendment, we intend to ~~communicate~~file with ~~our Board or with an individual member or members~~the Secretary of our Board may do so by writing to our Board or to the particular member or members of our Board and mailing the correspondence to our Corporate Secretary at LendingClub Corporation, 595 Market Street, Suite 200, San Francisco, California 94105. Each communication from a stockholder should set forth (i) the name and addressState of the ~~stockholder, as it appears on our books,~~State of Delaware a Second Amended and ifRestated Certificate of Incorporation incorporating the shares of our common stock are held by a nominee, the name and address of the beneficial owner of such shares, and (ii) the number of shares of our common stock that are owned of record by the stockholder of record and beneficially by the beneficial owner.Declassification Amendment, which will become effective upon filing.

~~Our Corporate~~If our stockholders approve the proposed Declassification Amendment and the Supermajority Voting Amendment (as defined below) described in Proposal Five, we intend to file with the Secretary ~~in consultation with appropriate members~~ of ~~our Board as necessary,~~State of the State of Delaware a Second Amended and Restated Certificate of Incorporation incorporating both the Declassification Amendment and the Supermajority Voting Amendment, which will review all incoming communications and, if appropriate, all such communications will be forwarded to the appropriate member or members of our Board, or if none is specified, to the Chairman of our Board.become effective upon filing.

If our stockholders approve the proposed Declassification Amendment and the Officer Exculpation Amendment (as defined below) described in Proposal Six, we intend to file with the Secretary of State of the State of Delaware a Second Amended and Restated Certificate of Incorporation incorporating both the Declassification Amendment and the Officer Exculpation Amendment, which will become effective upon filing.

If our stockholders approve the proposed Declassification Amendment, the Supermajority Voting Amendment described in Proposal Five and the Officer Exculpation Amendment described in Proposal Six, we intend to file with the Secretary of State of the State of Delaware a Second Amended and Restated Certificate of Incorporation incorporating each of the Declassification Amendment, the Supermajority Voting Amendment and the Officer Exculpation Amendment, which will become effective upon filing.

THE BOARD RECOMMENDS A VOTE “FOR” THE APPROVAL AND ADOPTION OF THE DECLASSIFICATION AMENDMENT.


LENDINGCLUB CORPORATION \| 62


~~2023~~2024 PROXY STATEMENT \| PROPOSAL ~~ONE: ELECTION~~FIVE: REMOVAL OF ~~DIRECTORS~~THE SUPERMAJORITY VOTING REQUIREMENT

PROPOSAL ~~ONE:~~FIVE:

~~ELECTION~~REMOVAL OF ~~DIRECTORS~~THE SUPERMAJORITY VOTING REQUIREMENT TO AMEND THE COMPANY’S GOVERNING DOCUMENTS

~~Our~~The Board ~~is currently comprised~~has unanimously approved and recommends that our stockholders approve amending Articles V and X of ~~nine members. In accordance with~~ our Restated Certificate of Incorporation to remove the supermajority voting requirements to amend our ~~Board is divided into three staggered classes~~Restated Certificate of ~~directors. At the Annual Meeting, three Class III directors will be elected~~Incorporation or for ~~a three-year term~~our stockholders to ~~succeed the same class whose term is then expiring.~~amend our Bylaws (the “Supermajority Voting Amendment”), as described below and set forth on Annex II of this Proxy Statement.

~~The following individuals, each~~Background of ~~whom is currently serving on~~the Proposal

Article V of our ~~Board~~Restated Certificate of Incorporation provides that our stockholders may adopt, amend or repeal any provision of the Bylaws if the affirmative vote of the holders of at least two-thirds of the voting power of all of the then-outstanding shares of the Company’s common stock entitled to vote generally in the election of directors, voting together as a ~~Class III director, were nominated by~~single class, vote to adopt, amend or repeal any provision of the Bylaws. Likewise, Article X of our ~~Board for~~Restated Certificate of Incorporation requires the affirmative vote of the holders of at least two-thirds of the voting power of all of the then-outstanding shares of the Company’s common stock entitled to vote generally in the election at of directors, voting together as a single class, to amend or repeal Article V, Article VI, Article VII, Article VIII or Article X, which relate to:

•the ~~Annual Meeting, each~~ ~~to serve until the 2026 Annual Meeting~~amendment of ~~Stockholders and until his or her successor has been elected and qualified or his or her earlier death, resignation or removal~~:our Bylaws;

•~~Kathryn Reimann;~~the powers, size, election, term, vacancies and removal of members of the Board;

•~~Scott Sanborn;~~the Company’s classified board structure;

•director exculpation from liability;

•the requirement that stockholder action be taken at an annual or special meeting of stockholders and not by written consent and specifications as to who has authority to call a special meeting of the stockholders;

•the advance notice requirements for stockholder nominations for election of directors and other business to be brought by stockholders before a meeting of stockholders; and

•~~Michael Zeisser.~~amendment of our Restated Certificate of Incorporation.

~~Our Bylaws require that in an uncontested election each director will be elected by the vote~~We refer to these supermajority voting requirements of the ~~majority~~Restated Certificate of Incorporation as the votes cast. A majority of votes cast means that the number of shares cast “for” a director’s election exceeds the number of votes cast “against” that director. A share that is otherwise present at the meeting but for which there is an abstention, or to which a stockholder gives no authority or direction, shall not be considered a vote cast.“Supermajority Provisions”.

~~Each nominee has consented~~The Supermajority Provisions were included in the Restated Certificate of Incorporation in 2014 when we became a publicly traded company and are similar to ~~being named~~supermajority voting requirements found in ~~this Proxy Statement~~the governing documents of many publicly traded companies. In 2019, certain stockholders and proxy advisory firms requested that we remove the Supermajority Provisions in our Restated Certificate of Incorporation. Our Board carefully considered the views of our stockholders, and evaluated how our corporate governance practices would be affected if the Supermajority Provisions were removed from our Restated Certificate of Incorporation. In response, the Board committed to ~~serve if elected. In~~putting forth an amendment to remove the ~~event that any nominee for any reason is unable to serve, or for good cause will not serve, the proxies will be voted for such substitute nominee as~~Supermajority Provisions in our ~~Board may determine.~~Restated Certificate of Incorporation no later than 2023.

~~Each nominee has agreed~~As part of our ongoing review of our corporate governance practices, the Board and the Nominating and Corporate Governance Committee reviewed the Supermajority Provisions, and determined that removing the Supermajority Provisions is in the best interests of the Company and our stockholders. The Supermajority Provisions were intended to ~~resign if they do not receive~~provide corporate governance stability, protect against self-interested action on the part of large stockholders, reduce the likelihood that third parties institute corporate governance changes that may be inconsistent with the best interest of, or otherwise harmful to, the Company and its stockholders and require that a ~~majority~~broad base of ~~votes cast.~~stockholder support exists before certain governance matters are approved and implemented. While the Board understands these important benefits, the Board also recognizes that the Supermajority Provisions may have the effect of reducing the Board’s accountability to stockholders and can limit stockholder participation in our corporate governance. The Board also acknowledges that many other public companies have transitioned away from similar supermajority voting requirements. Therefore, after careful consideration, the Board believes that the benefits of removing the Supermajority Provisions to provide more accountability to stockholders and promote stronger corporate governance outweigh the benefits of retaining such supermajority voting requirements. Further, by putting forth this Proposal Five, we are fulfilling our 2019 commitment to our stockholders to remove these Supermajority Provisions.

~~THE BOARD RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE NOMINATED DIRECTORS.~~Accordingly, in 2023, we proposed to amend Articles V and X of our Restated Certificate of Incorporation to remove the supermajority voting requirements to amend our Restated Certificate of Incorporation or for our stockholders to amend our


LENDINGCLUB CORPORATION \| 63


~~2023~~2024 PROXY STATEMENT \| PROPOSAL ~~TWO: ADVISORY VOTE ON EXECUTIVE COMPENSATION~~FIVE: REMOVAL OF THE SUPERMAJORITY VOTING REQUIREMENT

~~PROPOSAL TWO:~~

~~ADVISORYVOTE~~ON~~EXECUTIVECOMPENSATION~~Bylaws. Per Article X of our Restated Certificate of Incorporation, amending certain Articles of our Restated Certificate of Incorporation, including Articles V and X, requires the affirmative vote of the holders of at least two-thirds of the voting power of all of our then-outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a single class. The 2023 proposal failed, receiving approximately 63.8% of the affirmative vote of our then-outstanding shares of capital stock. Of those shares that voted for this proposal at the 2023 Annual Meeting of Stockholders, the overwhelming majority voted in favor of the proposal.

~~As required pursuant to Section 14A~~In light of the ~~Exchange Act, we are providing~~strong stockholder support this proposal received at the 2023 Annual Meeting of Stockholders and because the Board continues to believe in the merits of removing the supermajority voting requirements in our Restated Certificate of Incorporation to amend our Restated Certificate of Incorporation or Bylaws, in March 2024, the Board approved, subject to stockholder approval, the Supermajority Voting Amendment.

Please note that the Supermajority Voting Amendment requires the affirmative vote of the holders of at least two-thirds of all outstanding shares of the Company’s capital stock to pass.

Proposed Amendment to Restated Certificate of Incorporation

Currently, our Restated Certificate of Incorporation requires a supermajority vote to amend our Restated Certificate of Incorporation and for our stockholders ~~with~~to amend the Bylaws. If the Supermajority Voting Amendment is approved and becomes effective, then the supermajority voting requirements to amend our governing documents in our Restated Certificate of Incorporation would be deleted. As a ~~non-binding advisory vote on~~result, the ~~compensation~~standard for stockholder approval of any future amendments to the Restated Certificate of Incorporation (including Articles V, VI, VII, VIII or X) or of any future stockholder amendments to our named executive officers as described above under the heading “Executive Compensation.” This non-binding advisory vote is commonly referred to as a “say-on-pay” vote. The non-binding advisory vote on the compensation of our named executive officers, as disclosed in this Proxy Statement, willBylaws would be ~~determined~~ by the affirmative vote of the holders of at least a majority of the voting power of all of the then-outstanding shares ~~cast for or against~~of the ~~matter at~~Company’s capital stock entitled to vote generally in the ~~Annual Meeting.~~election of directors, voting together as a single class.

~~Stockholders are urged~~This description of the proposed Supermajority Voting Amendment is only a summary of the proposed amendments to our Restated Certificate of Incorporation and is qualified in its entirety by reference to, and should be read in conjunction with, the ~~“Executive Compensation – Compensation Discussion~~full text of Articles V and ~~Analysis” section~~X of our Restated Certificate of Incorporation, as proposed to be amended, a copy of which is attached to this Proxy Statement which discusses our executive compensation philosophy, policies and practices, and contains tabular information and narrative discussion about the compensation of our named executive officers. The Compensation Committee believes that these policies and procedures are effective in advancing our compensation philosophy and in achieving our goals.as Annex II.

~~We are asking you~~If our stockholders approve the proposed Supermajority Voting Amendment, we intend to ~~indicate your support for~~file with the ~~compensation~~Secretary of ~~our named executive officers as described in this Proxy Statement. This vote is not intended to address any specific item of compensation, but rather the overall compensation~~State of the ~~named executive officers~~State of Delaware a Second Amended and Restated Certificate of Incorporation incorporating the ~~philosophy, policies and procedures described in this Proxy Statement. Accordingly, we are asking you to vote, on an advisory basis,~~Supermajority Voting Amendment, which ~~is non-binding, “FOR” the following resolution at the Annual Meeting:~~will become effective upon filing.

~~“RESOLVED, that~~If our stockholders approve the ~~compensation paid~~proposed Supermajority Voting Amendment and the Declassification Amendment described in Proposal Four, we intend to ~~LendingClub Corporation’s named executive officers, as disclosed pursuant to~~file with the ~~Securities~~Secretary of State of the State of Delaware a Second Amended and ~~Exchange Commission’s compensation disclosure rules, including~~Restated Certificate of Incorporation incorporating both the ~~Compensation Discussion~~Supermajority Voting Amendment and ~~Analysis, compensation tables and narrative discussion set forth in~~ the ~~Proxy Statement relating to its 2023 Annual Meeting of Stockholders, is hereby APPROVED.”~~Declassification Amendment, which will become effective upon filing.

~~The vote on~~If our ~~named executive officer compensation is an advisory vote only~~stockholders approve the proposed Supermajority Voting Amendment and ~~will not be binding on us. However, our Compensation Committee, which is responsible for designing and administering our executive compensation, values~~ the ~~opinions expressed by stockholders, and will consider~~Officer Exculpation Amendment described in Proposal Six, we intend to file with the ~~outcome~~Secretary of State of the ~~vote when making future compensation decisions.~~State of Delaware a Second Amended and Restated Certificate of Incorporation incorporating both the Supermajority Voting Amendment and the Officer Exculpation Amendment, which will become effective upon filing.

If our stockholders approve the proposed Supermajority Voting Amendment, the Declassification Amendment described in Proposal Four and the Officer Exculpation Amendment described in Proposal Six, we intend to file with the Secretary of State of the State of Delaware a Second Amended and Restated Certificate of Incorporation incorporating each of the Supermajority Voting Amendment, the Declassification Amendment and the Officer Exculpation Amendment, which will become effective upon filing.

THE BOARD RECOMMENDS A VOTE “FOR” THE APPROVAL ~~ON AN ADVISORY BASIS,~~AND ADOPTION OF THE ~~COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT.~~

SUPERMAJORITY VOTING AMENDMENT


LENDINGCLUB CORPORATION \| 64


~~2023~~2024 PROXY STATEMENT \| PROPOSAL ~~THREE: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~SIX : OFFICER EXCULPATION

PROPOSAL ~~THREE:~~SIX:

~~RATIFICATION~~AMEND THE RESTATED CERTIFICATE OF ~~APPOINTMENT~~INCORPORATION TO LIMIT THE PERSONAL LIABILITY OF ~~INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~CERTAIN OFFICERS OF THE COMPANY AS PERMITTED BY DELAWARE LAW

The ~~Audit Committee of the~~ Board has ~~selected Deloitte & Touche LLP to be our independent registered public accounting firm for the year ending December 31, 2023~~unanimously approved and recommends that our stockholders approve amending our Restated Certificate of Incorporation to add Article XI to limit the personal liability of certain of our officers for breaches of the fiduciary duty of care as an officer to the extent permitted by Delaware law (the “Officer Exculpation Amendment”), as described below and set forth on Annex III of this Proxy Statement.

In approving the proposed Officer Exculpation Amendment, the Board took into account several factors, such as the narrow class and type of claims that such officers would be exculpated from liability pursuant to Section 102(b)(7) of the DGCL, the limited number of our officers who would be impacted, and the benefits the Board believes the Company would accrue by providing officer exculpation in accordance with Section 102(b)(7) of the Delaware General Corporation Law (the “DGCL”), including, the potential to reduce indemnification costs incurred by the Company associated with frivolous lawsuits. The Board balanced these considerations with our corporate governance practices and mechanisms available to the Board to hold officers accountable, and determined that it is advisable and in the best interests of the Company and our stockholders ~~vote~~to approve the Officer Exculpation Amendment.

Background of the Proposal

The State of Delaware, which is our state of incorporation, recently amended Section 102(b)(7) of the DGCL to permit a corporation to eliminate or limit the personal liability of certain officers to the corporation or its stockholders for ~~ratification~~breaches of the fiduciary duty of care as an officer in certain limited circumstances. We sometimes refer to this elimination or limitation of personal liability as “exculpation” in this proxy statement. Prior to the amendment of Section 102(b)(7) of the DGCL, Delaware law authorized such exculpation for directors but not for officers. Consequently, plaintiffs have employed a tactic of bringing certain claims that would otherwise be exculpated if brought against directors against individual officers to avoid dismissal of such ~~appointment.~~claims and extract settlements from defendant corporations. The ~~ratification~~amendment of Section 102(b)(7) of the ~~appointment~~DGCL was adopted to address the inconsistent treatment between officers and directors and the rising litigation and insurance costs.

As with directors, exculpation protection under Section 102(b)(7) of ~~Deloitte & Touche LLP~~the DGCL does not apply to an officer’s breaches of the duty of loyalty, acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, or any transaction in which the officer derived an improper personal benefit. Unlike director exculpation, however, the protection for officers under Section 102(b)(7) of the DGCL only permits officer exculpation for direct claims brought by stockholders for breach of an officer’s fiduciary duty of care, including class actions, but does not eliminate an officer’s monetary liability for breach of fiduciary duty claims brought by the corporation itself or for derivative claims brought by stockholders in the name of the corporation. In addition, the exculpation protection under Section 102(b)(7) of the DGCL only applies to certain officers, namely a person who (during the course of conduct alleged to be wrongful) (i) is or was president, chief executive officer, chief operating officer, chief financial officer, chief legal officer, controller, treasurer or chief accounting officer; (ii) is or was identified in the corporation’s public filings with the SEC as one of the most highly compensated executive officers of the corporation; or (iii) has, by written agreement with the corporation, consented to be identified as an officer for purposes of accepting service of process. To gain the added protection for our ~~independent registered public accounting firm~~officers, we must amend our Restated Certificate of Incorporation to add an officer exculpation provision.

Reasons for the ~~year ending December 31, 2023 will be determined~~Proposal

The Board believes it is appropriate for the Company and other public corporations incorporated in states that allow for the limitation of personal liability of directors and officers to have such a provision in their certificates of incorporation for the following reasons:

•The nature of the role of directors and officers often requires them to make decisions on crucial matters. Frequently, directors and officers must make decisions in response to time-sensitive opportunities and challenges, which can create substantial risk of investigations, claims, actions, suits or proceedings seeking to impose liability on the basis of hindsight, especially in the current litigious environment and regardless of merit. Limiting concern about personal risk would empower both directors and officers to best exercise their business judgment in furtherance of stockholder interests.

•The Board believes the proposed Officer Exculpation Amendment could reduce the instances in which the Company is required to indemnify its officers by reducing their exposure to lawsuits.


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2024 PROXY STATEMENT \| PROPOSAL SIX : OFFICER EXCULPATION

•The Board believes the proposed Officer Exculpation Amendment would align the protections for our officers with those protections currently afforded to our directors, although it would not eliminate officers’ monetary liability for breach of fiduciary duty claims brought by the Company itself or for derivative claims brought by stockholders in the name of the Company.

•The Board expects our peers and other companies with whom we compete for officer talent to adopt exculpation clauses that limit the personal liability of officers in their certificates of incorporation. We believe failing to adopt the proposed Officer Exculpation Amendment could impact our recruitment and retention of exceptional officer candidates that conclude that the potential exposure to liabilities, costs of defense and other risks of proceedings exceeds the benefits of serving as an officer of the Company.

•The Board believes the proposed Officer Exculpation Amendment could better position us to attract top officer candidates and retain our current officers and enable our officers to exercise their business judgment in furtherance of the interests of our stockholders without the potential for distraction posed by the risk of personal liability.

Because the Board believes in the merits of limiting the liability of certain of our officers, in March 2024, the Board approved, subject to stockholder approval, the Officer Exculpation Amendment.

The proposed Officer Exculpation Amendment is not being proposed in response to any specific resignation, threat of resignation or refusal to serve by any officer. In addition, the Company is not proposing the Officer Exculpation Amendment in anticipation of any specific litigation. The Officer Exculpation Amendment is being proposed on a prospective basis to help mitigate potential future harm to the Company and our stockholders.

Please note that the Officer Exculpation Amendment requires the affirmative vote of the holders of at least a majority of all outstanding shares of the Company’s capital stock to pass.

Interests of Certain Persons in this Proposal

Our executive officers and other employees may be considered as having an interest in the approval of this proposal as they may receive the personal liability exculpation protections afforded by the Officer Exculpation Amendment if it is adopted by our stockholders.

Proposed Amendment to Restated Certificate of Incorporation

Currently, our Restated Certificate of Incorporation provides for the exculpation of directors for breaches of the fiduciary duty of care, but does not include a provision that allows for the exculpation of officers. If the Officer Exculpation Amendment is approved and becomes effective, then our officers will not face personal liability for breaches of their fiduciary duty of care as an officer. Our officers would still be personally liable for (i) breaches of the duty of loyalty, (ii) acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) any transaction in which the officer derived an improper personal benefit, or (iv) breach of fiduciary duty claims brought by the Company itself or for derivative claims brought by our stockholders in the name of the Company. Our officers would also be personally liable for any act or omission that occurred prior to the date on which the Officer Exculpation Amendment becomes effective.

This description of the proposed Officer Exculpation Amendment is only a summary of the proposed amendments to our Restated Certificate of Incorporation and is qualified in its entirety by reference to, and should be read in conjunction with, the full text of Article XI of our Restated Certificate of Incorporation, as proposed to be amended, a copy of which is attached to this Proxy Statement as Annex III.

If our stockholders approve the proposed Officer Exculpation Amendment, we intend to file with the Secretary of State of the State of Delaware a Second Amended and Restated Certificate of Incorporation incorporating the Officer Exculpation Amendment, which will become effective upon filing.

If our stockholders approve the proposed Officer Exculpation Amendment and the Declassification Amendment described in Proposal Four, we intend to file with the Secretary of State of the State of Delaware a Second Amended and Restated Certificate of Incorporation incorporating both the Officer Exculpation Amendment and the Declassification Amendment, which will become effective upon filing.

If our stockholders approve the proposed Officer Exculpation Amendment and the Supermajority Voting Amendment described in Proposal Five, we intend to file with the Secretary of State of the State of Delaware a Second Amended and


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2024 PROXY STATEMENT \| PROPOSAL SIX : OFFICER EXCULPATION

Restated Certificate of Incorporation incorporating both the Officer Exculpation Amendment and the Supermajority Voting Amendment, which will become effective upon filing.

If our stockholders approve the proposed Officer Exculpation Amendment, the Declassification Amendment described in Proposal Four and the Supermajority Voting Amendment described in Proposal Five, we intend to file with the Secretary of State of the State of Delaware a Second Amended and Restated Certificate of Incorporation incorporating each of the Officer Exculpation Amendment, the Declassification Amendment and the Supermajority Voting Amendment, which will become effective upon filing.

THE BOARD RECOMMENDS A VOTE “FOR” THE APPROVAL AND ADOPTION OF THE OFFICER EXCULPATION AMENDMENT


LENDINGCLUB CORPORATION\| 67


2024 PROXY STATEMENT \| PROPOSAL SEVEN: EXTEND THE EXPIRATION OF THE 2014 EMPLOYEE STOCK PURCHASE PLAN