LendingClub (LC) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 2, 2026, with voting on five key proposals, including director elections, executive compensation, auditor ratification, board declassification, and removal of supermajority voting requirements.

• Strong 2025 financial performance: 33% growth in originations to nearly $10B, doubled EPS, and double-digit return on tangible common equity.

• Strategic expansion into home improvement financing and continued focus on technology-driven banking for underserved, creditworthy consumers.

• Ongoing commitment to reducing equity dilution and enhancing shareholder value through compensation program changes and stock repurchases.

• Board leadership transition with Hans Morris stepping down and Timothy Mayopoulos serving as independent Chairman.

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 from staggered to annual 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.

• Board regularly engages with shareholders and has implemented governance changes in response to feedback.

• Ongoing efforts to refresh board composition, increase diversity, and add relevant banking and fintech expertise.

• Proposals for board declassification and removal of supermajority voting have received strong shareholder support but have not yet passed due to turnout.