LendingClub : 2024 Proxy Statement

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

	SCHEDULE 14A
	Proxy Statement Pursuant to Section 14(a)
	of the Securities Exchange Act of 1934
Filed by the Registrant x	Filed by a Party other than the Registrant ¨
Check the appropriate box:

• Preliminary Proxy Statement
• Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

• Definitive Proxy Statement

• Definitive Additional Materials
• Soliciting Material under §240.14a-12

LendingClub Corporation

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

• No fee required.

• Fee paid previously with preliminary materials.
• Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

595 Market Street, Suite 200

San Francisco, California 94105

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 11, 2024

To Our Stockholders:

NOTICE IS HEREBY GIVEN that the 2024 Annual Meeting of Stockholders of LendingClub Corporation (the "Company," "LendingClub," "we," "us" and "our") will be held on June 11, 2024 at 8:00 a.m. Pacific Time via the Internet at www.virtualshareholdermeeting.com/LC2024(the "Annual Meeting"). There is no physical location for the Annual Meeting.

At the Annual Meeting, you will be asked to:

1. Elect Syed Faiz Ahmad (Faiz Ahmad), Allan Landon and Timothy Mayopoulos as Class I directors, each of whom is currently serving on our Board of Directors, to serve until the 2027 Annual Meeting of Stockholders and until his successor has been elected and qualified or his earlier death, resignation or removal;
2. Approve, on a non-binding advisory basis, the compensation of our named executive officers as disclosed in the Proxy Statement;
3. Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024;
4. Approve a management proposal to amend and restate the Company's Restated Certificate of Incorporation to phase in the declassification of our Board of Directors;
5. Approve a management proposal to amend and restate the Company's Restated Certificate of Incorporation to remove the supermajority voting requirements to amend our governing documents;
6. Approve a management proposal to amend and restate the Company's Restated Certificate of Incorporation to limit the personal liability of certain officers of the Company as permitted by Delaware law; and
7. Approve a management proposal to amend and restate the Company's 2014 Employee Stock Purchase Plan to extend the expiration of the 2014 Employee Stock Purchase Plan by ten years from December 2024 to December 2034, and make certain other changes.

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice.

Only stockholders of record at the close of business on April 15, 2024 are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof.

By Order of the Board of Directors,

Jordan Cheng

General Counsel and Corporate Secretary

San Francisco, California

April 25, 2024

Whether or not you expect to participate in the Annual Meeting, please vote via the Internet, by phone, or complete, date, sign and promptly return the accompanying proxy in the enclosed postage-paid envelope (if applicable) so that your shares may be represented at the Annual Meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 11, 2024: THIS PROXY STATEMENT, PROXY, AND THE ANNUAL REPORT ARE AVAILABLE AT WWW.PROXYVOTE.COM

Dear Stockholders,

As a digitally native, vertically integrated, customer-focused company, and one of a small number of fintech companies with a national bank charter, we are building a new kind of bank, one that aims to advantage our members with the information, tools, and guidance they need to achieve their own version of financial success. We do this by leveraging data and technology to increase access to credit, lower borrowing costs, and improve the return on savings - all through a smart, simple, and rewarding digital experience.

Despite a challenging macroeconomic environment, we continue to develop and launch market-leading products and features. In 2023, we sold over $1.5 billion in Structured Certificates - a new type of structured program transaction that allows investors to earn compelling levered returns without the need for the financing typically required for a whole loan purchase, while we earn an attractive yield with remote credit risk. For consumers, we're introducing TopUpTM and CleanSweepTM products, which give our members additional avenues for additional money and/or lower debt payments. And we have more on the roadmap, as we leverage our commitment to innovation and our marketplace bank model to advantage our members.

We've been able to accomplish the above while maintaining our commitment to remain profitable throughout 2023. Given the adverse impact of the ongoing macroeconomic environment on our business, we resized our expense base. Unfortunately, that included difficult decisions to streamline our workforce. However, among other factors, our resolve on expense management positioned us to successfully exit our operating agreement with the Office of the Comptroller of the Currency (OCC) in early 2024. We remain keenly focused on prudently operating the business, including delivering on credit quality.

Maintaining high employee engagement and productivity necessitate that we deliver a compelling combination of culture, opportunity, and compensation. As a fintech company with a substantial presence in the San Francisco Bay Area, we have historically operated a broad-based, equity oriented, long-term incentive program to deliver market-required compensation. We are cognizant of the dilution this creates on our stockholders and have implemented several changes to reduce the overhang and annual utilization rate from our equity compensation program to below 20% and 4%, respectively, by the end of 2027. We engaged with many of our largest stockholders on the topic and they have been nearly universally supportive of our efforts and initiatives, including allocating a greater portion of target compensation to cash compensation in lieu of equity compensation to reach our stated dilution targets.

As we reduce equity participation through our equity compensation program, we are evaluating the merits of resuming our Employee Stock Purchase Plan to provide employees another avenue for equity participation. Therefore, this year we have included a proposal to extend the expiration of our 2014 Employee Stock Purchase Plan, which otherwise expires in December 2024. Please note that the proposal does not solicit any new shares, nor does it extend the existing evergreen provision, which sunset per its original terms earlier this year. Please refer to page 69 of this proxy statement for more information on this important proposal.

Further, we have included two important governance proposals for your consideration. First, we continue to believe in the merits of a declassified board and have again included a proposal this year to phase out our current classified board structure. Second, we have again included a proposal this year to remove the supermajority voting standard to amend our governing documents. In 2023, more than 99% of our stockholders that voted supported these measures; however, we did not receive the necessary number of votes for them to pass. These proposals, along with our efforts to reduce the dilution from equity compensation, address the most common areas of stockholder feedback. Therefore, we highly encourage you to vote "FOR" each of these proposals.

Although the macro environment appears likely to remain dynamic and uncertain over the near and intermediate term, we believe that LendingClub has tremendous opportunities ahead and is well placed to resume growth as conditions stabilize.

With our award-winning banking product, market-leading lending capabilities, innovation-oriented culture and seasoned executive team, we remain optimistic about our future and committed to creating value for our stockholders, as well as our customers, employees and communities.

On behalf of the Board, thank you for your investment in LendingClub.

Sincerely,

Scott Sanborn, Chief Executive Officer and member of the Board

John C. (Hans) Morris, Independent Chairman of the Board

2024 PROXY STATEMENT
TABLE OF CONTENTS
Proxy Summary	1
Environmental, Social and Governance	6
Board of Directors and Corporate Governance	14
LendingClub Board	14
Board Committees	16
Business Conduct and Ethics Policy	19
Information Regarding Our Directors	19
Director Compensation	23
Executive Officers	26
Executive Compensation	27
Compensation Discussion and Analysis	27
Compensation Tables	39
Pay Versus Performance Disclosure	43
Employment Agreements	47
Potential Payments Upon Termination or Change In Control	48
Securities Authorized For Issuance Under Equity Compensation Plans	50
Report of the Compensation Committee	51
Security Ownership of Certain Beneficial Owners and Management	52
Related Party Transactions	55
Report of the Audit Committee	56
Section 16(a) Beneficial Ownership Reporting Compliance	57
Communications With the LendingClub Board	58
Proposal One: Election of Directors	59
Proposal Two: Advisory Vote on Executive Compensation	60
Proposal Three: Ratification of Appointment of Independent Registered Public Accounting Firm	61
Proposal Four: Declassification of the Board	62
Proposal Five: Removal of the Supermajority Voting Requirement	64
Proposal Six: Limit the Personal Liability of Certain Officers of the Company as Permitted by Delaware Law..	66
Proposal Seven: Extend the Expiration of the 2014 Employee Stock Purchase Plan	69
Questions and Answers about the Proxy Materials and the Annual Meeting	74
Other Business	81
Annex I	82
Annex II	83
Annex III	84
Annex IV	85
Exhibit A	95

2024 PROXY STATEMENT | PROXY SUMMARY

PROXY SUMMARY

April 25, 2024

Overview of Voting Items

Proposal	Board Recommendation	Page
Proposal One: Election of Class I directors	For each nominee	59
Proposal Two: Advisory vote to approve the compensation of our named executive	For	60
officers
Proposal Three: Ratification of the appointment of Deloitte & Touche LLP as our	For	61
independent registered public accounting firm for the 2024 fiscal year
Proposal Four: Management proposal to amend and restate the Company's Restated	For	62
Certificate of Incorporation to phase in the declassification of the Board of Directors
Proposal Five: Management proposal to amend and restate the Company's Restated
Certificate of Incorporation to remove the supermajority voting requirements to amend	For	64
our governing documents
Proposal Six: Management proposal to amend and restate the Company's Restated
Certificate of Incorporation to limit the personal liability of certain officers of the	For	66
Company as permitted by Delaware Law
Proposal Seven: Management proposal to amend and restate the Company's 2014
Employee Stock Purchase Plan to extend the expiration of the 2014 Employee Stock
Purchase Plan by ten years from December 2024 to December 2034, and make certain	For	69
other changes

The Notice of Internet Availability of Proxy Materials (the "Notice"), Proxy Statement, form of proxy and Annual Report on Form 10-K for the year ended December 31, 2023 (the "Annual Report") will be first distributed and made available to stockholders on or about April 25, 2024.

Who We Are

LendingClub Corporation (including its subsidiaries, "LendingClub", the "Company", "we", "us", "our") operates a leading digital marketplace bank with innovative and market-leading products and features. As a digitally native, vertically integrated, customer-focused company, and one of a small number of fintech companies with a national bank charter, we are building a new kind of bank, one that aims to advantage our members with the information, tools, and guidance they need to achieve their own version of financial success. We do this by leveraging data and technology to increase access to credit, lower borrowing costs, and improve the return on savings - all through a smart, simple, and rewarding digital experience.

Our customers - our "members" - can gain access to a range of financial products and services designed to help them digitally optimize their lending, spending and savings. Our primary loan products include unsecured personal loans, secured auto refinance loans, and patient and education finance loans. We currently offer borrowers multiple features to lower their cost of debt and enhance their financial health, including balance transfers (where a borrower's existing credit card debt is directly paid down and the loan is consolidated into a fixed-rate term loan) and joint applications (where borrowers may receive a better rate when they jointly apply for a personal loan). These loan products are underpinned by a scalable technology platform and capabilities targeted directly at our members' core needs to either lower the cost of their debt and/or improve the returns on their savings. Our commercial lending business is primarily focused on small businesses, and we participate in the U.S. Small Business Administration lending programs. Our deposit business includes sourcing deposits directly from consumer and commercial customers and from third-party marketing channels and deposit brokers. For consumer depositors, we offer high-yield savings accounts, checking accounts and certificates of deposit. With our FDIC- insured high-yield savings account, members can enhance their savings by earning competitive interest on their entire balance. Our checking accounts deliver an award-winning digital experience, customer friendly features, such as ATM fee rebates, no overdraft fees, and early direct deposits. Since 2007, more than 4.8 million individuals have become members, joining the Club to help achieve their financial goals.

LENDINGCLUB CORPORATION | 1

2024 PROXY STATEMENT | PROXY SUMMARY

To execute on our vision, grow the business responsibly and create value for our stockholders, it is critical that we have a sophisticated, dedicated and committed management team, overseen by an independent Board of Directors (the "Board") with substantial and relevant expertise.

2023 Strategic Priorities and Results

Our management team and Board are deeply focused on the evolution, execution and oversight of our strategy. Below is a summary of key 2023 strategic priorities and how we executed against them.

Responsiveness to Stockholder Feedback

Our Board believes it is important to maintain an open dialogue with stockholders to understand their views on the Company, its strategy and its governance and compensation practices. Therefore, we engage with stockholders regularly and solicit feedback annually on our compensation and governance practices. Consistent with prior years, members of our management team participated in these conversations, and stockholders were also offered the opportunity to speak with a member of our Board. Stockholders have overwhelmingly expressed support for the proactive approach the Company has taken to solicit and incorporate stockholder feedback.

In early 2023 and early 2024, we reached out to stockholders representing, in aggregate, an estimated 50% and 46% of our then outstanding shares, respectively, and held meetings with those that requested a discussion, including with the governance departments of some of our largest institutional stockholders. Some stockholders declined our invitation for a discussion, citing a lack of questions or concerns. In total, since January 1, 2023 through our annual stockholder outreach, we have had conversations with stockholders holding, in aggregate, an estimated 42% of our outstanding shares. In addition to our annual stockholder outreach on governance and compensation practices, we maintain ongoing dialogue with many of our stockholders through our investor relations program.

Overall, the stockholders we engaged with expressed support for our strategy and compensation and governance practices. Among other things, stockholders inquired about the cadence of the Company's review of its ESG disclosures and supported the Company's commitment to incrementally evolve and enhance its ESG disclosures as rulemaking on the topic evolves and is finalized. Further, stockholders recognized that executive retention is critical over the next few years as the Company navigates the current macroeconomic environment and positions the Company to resume growth. Below is a summary of other feedback we received from our stockholders and how we've responded.

LENDINGCLUB CORPORATION | 2

2024 PROXY STATEMENT | PROXY SUMMARY

What We Heard	What We Have Done
Equity Programs

• Stockholders expressed a desire for us to reduce the dilution from our equity compensation program

• Evolved compensation program to reduce equity utilization (see below)
• Terminated evergreen provision in our 2014 Equity Incentive Plan, as amended and restated (the "2014 Equity Incentive Plan"), resulting in forfeiture of over 7 million shares that would otherwise be available for grant
• Committed to not issue any of the remaining 1.34 million shares available for grant under the 2016 Radius incentive plan
• Amended the 2014 Equity Incentive Plan to limit ability to accelerate awards

PBRSU Design

• Some stockholders expressed a desire for us to diversify our performance- based restricted stock unit ("PBRSU") program to include an ambitious, but attainable, multi-year operating metric

• Allocated 50% of the intended value of our 2024 PBRSUs to achievement against a 3-year operating metric
• Continued to allocate the remaining 50% of the intended value of
  our 2024 PBRSUs to achievement against a 3-year relative TSR metric, with target performance remaining at the 55th percentile

Corporate Governance

• Stockholders continue to support our	• For the seventh consecutive year, the Board is recommending a
efforts to declassify the Board	proposal to phase-out our classified Board at this year's Annual
	Meeting
	• Despite the support of 99% of stockholders that voted in 2023, the
	proposal has not yet received the requisite number of votes to pass
• Some stockholders prefer that we	• For the second consecutive year, the Board is recommending a
eliminate the supermajority vote	proposal to eliminate the supermajority voting requirement to
requirement to amend our governing	amend our governing documents at this year's Annual Meeting
documents	• Despite the support of 99% of stockholders that voted in 2023, the
	proposal has not yet received the requisite number of votes to pass
• Stockholders appreciated our	• Implemented a 1-year holding period on vested equity awards, net
willingness to evolve and adopt	of taxes, for executive officers
policies to reflect feedback and	• Adopted clawback policies with coverage greater than applicable
heightened standards	requirements
• Stockholders support the refreshment	• Appointed two new directors in 2023
and composition of our Board	• Majority of Board appointed since 2021, with recent appointments
	adding diversity and significant banking experience
Reducing Dilution

In connection with our proposal in 2023 to amend and restate our 2014 Equity Incentive Plan, we made an accompanying commitment to materially reduce the dilution created from our equity compensation program. Specifically, our stated targets are to reduce the overhang and annual utilization rate from our equity compensation program to below 20% and 4%, respectively, by the end of 2027.

In discussing with stockholders, we noted the substantial measures we had already taken to manage dilution, including:

• Reduced Award Sizes. Adjusted our internal guidelines to reduce target equity award sizes by 25%.
• Cliff Vesting. All equity awards to new hire employees have a one-year cliff before vesting begins.
• Cash-ChoiceProgram. We created a "cash-choice" program where non-executive employees can elect to receive a portion of their long-term incentive award in the form of a fixed value cash award in lieu of equity.
• Stock Options. We discontinued our use of stock options for equity awards, and instead award restricted stock units ("RSUs") and PBRSUs to our employees and executives as long-term incentive awards.

LENDINGCLUB CORPORATION | 3

2024 PROXY STATEMENT | PROXY SUMMARY

• Tax Withholding for Equity Awards. We changed our withholding practices on employee compensation income from RSU/PBRSU vest events to hold back a portion of the newly vested shares and remit cash from our treasury accounts to the tax authorities, in lieu of selling shares into the open market.

We discussed, and stockholders appreciated and acknowledged, that equity compensation is a fundamental component of the Company's ability to deliver competitive levels of compensation and that further reductions in equity compensation would need to be offset by increases in cash compensation in order to retain the human capital necessary to execute and advance the Company's strategy.

Equity awards are denominated in dollars to employees and then converted into shares/units; typically, by dividing the intended target dollar value by the 30-day trailing average of the Company's stock price. Consequently, an increasing stock price results in reduced dilution as fewer shares are required to cover the intended target dollar value of an equity award. The Company considered the merits of not implementing any program changes and instead waiting for stock price appreciation to naturally reduce the dilution created from its equity compensation program. However, the Company determined that being more proactive with respect to reducing dilution, without the benefit of stock price appreciation, was preferable given the feedback the Company received from its stockholders on the importance and urgency of reducing dilution.

Accordingly, in 2024 we adopted a program whereby all long-term incentive awards, including those granted to executives, are bifurcated into an equity portion (e.g., PBRSU and/or RSU) and a fixed value cash-based portion, with the fixed value cash-based portion vesting over 3-years like the equity portion. This program change is intended to decrease equity utilization, while keeping target compensation levels intact and providing the Company another multi-year retention feature in its compensation program. We believe this program was the best available solution to balance reducing dilution, rewarding and retaining employees, and managing compensation expense. For executives, compensation remains largely performance based with a majority of total target compensation in the form of a multi-yearlong-term incentive award.

The Company grants long-term incentive awards quarterly, with a substantial majority of grants made in the Q1 grant cycle, as the Q1 grant cycle includes annual refresh awards as compared to the Q2 through Q4 grant cycles which typically consist entirely of new-hire awards. The below graphic depicts the number of shares underlying long-term incentive awards granted in Q1 of 2023 and 2024, illustrating the impact of program changes on our use of equity.

LENDINGCLUB CORPORATION | 4