Happen (HAPN) Proxy filing summary

Executive summary

• Achieved strong financial performance in 2025, with originations up 33% to nearly $10B and net income rising to $135.7M, driven by higher marketplace sales and strong credit performance.

• Expanded product suite, including Level Up deposit products and entry into home improvement financing, supporting long-term growth.

• Materially reduced dilution from equity compensation programs, ahead of targets, and initiated a $100M stock repurchase program through 2026.

• Hosted a successful Investor Day outlining strategy and competitive advantages.

• Leadership transition with the resignation of long-serving Chairman Hans Morris.

Voting matters and shareholder proposals

• Election of three Class III directors for terms expiring in 2029.

• Advisory vote on executive compensation (say-on-pay).

• Ratification of Deloitte & Touche LLP as independent auditor for 2026.

• Proposal to phase in declassification of the Board, moving to annual director elections.

• Proposal to remove supermajority voting requirements for amending governing documents.

Board of directors and corporate governance

• Board consists of nine members, eight of whom are independent; all serve on the bank subsidiary board.

• Board committees include Audit, Compensation, Credit Risk & Finance, Nominating & Corporate Governance, and Operational Risk.

• Ongoing board refreshment, with majority of directors appointed since 2021, adding diversity and banking expertise.

• Proposals to declassify the board and remove supermajority voting requirements reflect shareholder feedback.