LendingClub (LC) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for June 3, 2025, to be held virtually; record date is April 7, 2025.

• 2024 saw strong business execution: 85% stock price appreciation, 20% balance sheet growth, 24% deposit growth, and 32% net income increase.

• Strategic priorities included exiting OCC agreement, enhancing product suite with Tally IP, and launching new savings and loan products.

• Ongoing commitment to reduce equity compensation dilution, with a shift to cash-based awards and a target to lower overhang and utilization rates by 2027.

Voting matters and shareholder proposals

• Election of four Class II directors to serve until 2028.

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

• Ratification of Deloitte & Touche LLP as independent auditor for 2025.

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

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

Board of directors and corporate governance

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

• Board leadership is separated, with an independent Chairman.

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

• Board regularly engages with shareholders and has implemented feedback on governance and compensation.

• Proposals to declassify the Board and remove supermajority voting have been repeatedly supported by a majority of voting shareholders but have not yet met the two-thirds threshold.