LendingClub (LC) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for June 3, 2025, with all materials available online; only shareholders of record as of April 7, 2025, may vote.

• 2024 saw strong business execution: deposits grew from $7.3B to $9.1B, total assets reached $10.6B, and net income increased to $51.3M.

• 85% stock price appreciation in 2024, credit outperformance, and successful exit from OCC operating agreement.

• Significant reduction in equity compensation dilution, with a shift to cash-based awards and a target to reduce overhang and annual utilization rates below 20% and 4% by 2027.

• Acquisition of Tally IP, launch of new savings products, and enhanced mobile offerings to deepen member engagement.

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 a staggered to annual election structure.

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

• Board leadership is separated, with an independent Chairman.

• Board diversity and refreshment emphasized, with majority of directors appointed since 2021.

• Stockholder engagement is ongoing, with annual outreach and responsiveness to feedback.