📄 What This Document Is 📅

This document is a Definitive Proxy Statement (DEF 14A). Think of a Proxy Statement as an annual shareholder education packet. 📚 It contains all the critical information the company needs to ask you, the stockholder, to vote on important matters at the upcoming Annual Meeting.

👉 The key purpose is twofold: to report on the company’s performance in 2025 and to ask for your approval on major governance changes (like board structure and executive pay).

Upcoming Annual Meeting Details:

• Date: June 2, 2026
• Time: 10:00 a.m. Pacific Time
• Location: Via webcast at www.virtualshareholdermeeting.com/LC2026
• Record Date (Who gets to vote): Stockholders of record at the close of business on April 9, 2026.

🏢 What LendingClub Does ✨

In simple terms, LendingClub is a nationally chartered digital bank that acts as a platform for lending. They aim to serve the "motivated middle"—creditworthy U.S. consumers who often feel underserved by traditional banks. 🏛️

👉 They operate a mobile-first, branchless platform that provides competitive pricing and a streamlined experience for various financial needs, including personal loans, auto refinance, and point-of-sale financing.

LendingClub’s Core Advantage (Differentiation): The company emphasizes four key advantages that support its business model:

1. Proprietary Data: An underwriting platform built on nearly two decades of data and machine-learning models.
2. Member Value: Products designed to provide meaningful financial value to members.
3. Digital Experience: Mobile-first platforms that enhance transparency and loyalty.
4. Technology Stack: An infrastructure engineered for scalability and innovation.

Since founding in 2006, LendingClub has originated over $100 billion in loans and amassed a membership base of over five million individuals.

🚀 2025 Business and Strategic Highlights 📊

LendingClub highlighted strong execution and growth in 2025, while also announcing plans to expand into new, underpenetrated markets. 💡

Key Operational Metrics (2025):

• Total Assets: Grew to $11.6 billion, boosted by the success of their Structured Certificates program.
• Total Originations: Increased to $9.6 billion (up from $7.2 billion), signaling robust demand for their lending products.
• Net Income: Increased to $135.7 million. This growth was primarily attributed to higher marketplace sales, improved loan sale pricing, strong credit performance, and a larger balance sheet resulting in a higher net interest margin.
• Credit Performance: The company noted it maintained "credit outperformance versus competitive set," suggesting their underwriting models remain strong even in volatile markets.

Future Growth Strategies:

• Home Improvement Financing: LC is aggressively expanding its purchase finance business into home improvement financing, a large market where they have high conviction. They achieved this by acquiring Mosaic intellectual property, targeting entry in the first half (H1) of 2026. 🏡
• Member Engagement: The launch of LevelUp Checking is deepening member relationships and providing new avenues for savings and engagement.
• Marketplace Growth: The marketplace continues to attract top-tier institutional investors, which is a key driver of revenue through loan and marketplace sales.

🗳️ Governance & Shareholder Proposals 🗳️

This section outlines the five major items up for vote at the Annual Meeting. These proposals fundamentally shape how the company is governed and directed. 🏛️

The management strongly recommends voting "FOR" all five proposals, citing that this addresses the most common feedback received from stockholders.

1. Election of Directors (Class III):

• Stockholders will elect three new Class III Directors: Kathryn Reimann, Scott Sanborn, and Michael Zeisser.
• Why it matters: Electing these directors is key to maintaining the company's leadership structure and governance oversight.

2. Advisory Vote on Executive Compensation:

• This allows stockholders to vote on whether they approve of the executive compensation package provided to the named executive officers (NEOs) for 2025.
• Why it matters: This gives shareholders a formal mechanism to weigh in on whether the company's reward structure aligns with performance and shareholder value.

3. Ratification of Independent Registered Public Accounting Firm:

• Stockholders must approve the appointment of Deloitte & Touche LLP as the company’s independent public accounting firm for the fiscal year ending December 31, 2026.
• Why it matters: This is a necessary approval to ensure that the financial reports and audits for 2026 are compliant and verified by an independent, qualified firm.

4. Declassification of the Board (Proposal Four):

• Management proposes amending the company’s Certificate of Incorporation to phase out the current classified Board structure.
• Historical Context: This is the ninth consecutive year the Board is recommending this. Although over 99% of voting stockholders supported this in 2025, the measure did not receive the necessary two-thirds support to pass.
• Why it matters: Declassification typically allows directors to be elected by class rather than through staggered terms, allowing for greater shareholder control and responsiveness.

5. Removing Supermajority Voting Requirement (Proposal Five):

• Management proposes eliminating the supermajority vote requirement needed to amend the company's governing documents.
• Historical Context: This is the fourth consecutive year the Board has included this proposal.
• Why it matters: Supermajority requirements can make it difficult to change the company's bylaws or structure. Removing this requirement makes corporate governance more flexible and responsive to shareholder direction.

🧠 Director & Board Governance Structure ⚖️

The Proxy Statement dedicates significant space to how the Board is structured and how it manages corporate risk. 💼

Board Leadership Changes:

• Hans Morris, who served for nearly thirteen years (including ten years as Chairman), resigned from his role as Independent Chairman effective March 31, 2026.
• Timothy Mayopoulos was appointed as the Independent Chairman of the Board.
• Why it matters: This handover ensures continuity of leadership while maintaining the Board's commitment to having an independent chair to balance responsibilities and oversight.

Board Committees (The Watchdogs): The Board established several expert committees to oversee specific areas of risk and governance:

• Audit Committee: Oversees financial risk, internal controls, and the integrity of financial statements. (Chair: Allan Landon)
• Compensation Committee: Oversees executive and director compensation. (Chair: Michael Zeisser)
• Credit Risk and Finance Committee: Oversees credit, market, interest rate, and liquidity risk. (Chair: Erin Selleck)
• Operational Risk Committee: Focuses on strategic, legal, compliance, and operational risks, including cybersecurity. (Chair: Stephen Cutler)
• Nominating and Corporate Governance Committee: Advises on board composition, director nominations, and corporate governance best practices. (Chair: Janey Whiteside)
• Committees’ Function: These specialized committees ensure that the full Board can monitor complex risks (like cyberattacks, credit downturns, or financial reporting failures) effectively.

💵 Executive Compensation & Director Pay 💰

Compensation details are highly complex, reflecting the company's commitment to aligning executive pay with shareholder success. 💡

Director Compensation Changes (Effective 2026):

• The Compensation Committee commissioned a study from Frederic W. Cook & Co., Inc. (FW Cook) to recommend revisions.
• The new "Revised Program" increases the Annual RSU Award target grant date fair value from $200,000 to $240,000.
• Crucially, the cash retainer for the Non-Executive Board Chairperson is proposed to increase from $25,000 to $50,000.

Historical Dilution Reduction Progress (A Commitment):

• The company has a stated commitment to materially reduce equity dilution to below 4% by the end of 2027.
• Through a combination of program changes (like implementing a "Cash Award" portion of long-term awards) and stock buybacks, the Adjusted Share Utilization Rate has been declining dramatically:
  • 2021: 3.2%
  • 2023: 1.7%
  • 2025: 0.8%
• Why it matters: This shows the company is taking proactive steps—and succeeding—to protect shareholder value by minimizing the number of shares issued through compensation plans.

🧑‍💼 The Management Team 🤝

The filing provides extensive professional backgrounds for the key leaders, emphasizing deep expertise in banking, finance, and technology. 🚀

Chief Executive Officer (CEO):

• Scott Sanborn (Age 56): Has served as CEO and Director since June 2016. He is credited with driving the company's transformation from a small private company to a publicly traded industry leader.

Key Officers:

• Andrew LaBenne (CFO, Age 52): Extensive experience, including roles at JPMorgan Chase & Co., Amalgamated Financial Corp., and Capital One Financial.
• Jordan Cheng (General Counsel/Corporate Secretary, Age 51): Served in legal capacities at both LendingClub Bank (subsidiary) and various major financial institutions (e.g., Comenity Bank, Franklin Capital Corporation).
• Steven Mattics (Chief Lending Officer, Age 57): Has a deep background in payment solutions, including roles at U.S. Bank and Nordstrom.
• Dov Haselkorn (Chief Risk Officer, Age 46): Brought in March 2026, he has a history at Capital One, focusing on finance and risk management.

📞 Key Contacts and Logistics 📍

If stockholders wish to learn more or exercise their vote, this section contains the necessary logistical information.

• Proxy Materials Location: The full Proxy Statement, Proxy, and Annual Report are available electronically at www.proxyvote.com.
• General Counsel/Corporate Secretary: Jordan Cheng (San Francisco, California).
• Corporate Governance Guidelines: Available online at http://ir.lendingclub.com.
• Investor Relations Program: The Board and management encourage ongoing dialogue with stockholders through the company’s investor relations program.
• General Inquiries: The company can be reached at 88 Kearny Street, Suite 600, San Francisco, California 94108.

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🧠 The Analogy

Think of a Proxy Statement like a quarterly report, but instead of just showing what happened, it’s also a detailed conversation with your shareholders about how the company plans to run itself next year. It’s where they show you the money metrics (Did we make money?) and the "rules" metrics (How will we organize ourselves to keep making money?).

🧩 Final Takeaway

LendingClub is aggressively pursuing growth by entering new markets like home improvements, while simultaneously making significant governance moves to satisfy shareholder demands by reforming its board structure and dramatically cutting the perceived cost of executive compensation dilution.