DEF: Upstart Holdings Sets Date for 2025 Annual Stockholders Meeting, Outlines Key Proposals

Upstart Holdings will hold its 2025 annual meeting of stockholders virtually on May 23, 2025, to vote on director elections, auditor ratification, and executive compensation.

Summary

• Upstart Holdings, Inc. will hold its 2025 Annual Meeting of Stockholders virtually on May 23, 2025, at 9:00 a.m. Pacific Time.
• Stockholders of record as of March 26, 2025, are eligible to vote.
• The meeting will address the election of Peter Bernard and Paul Gu as Class II directors, ratification of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025, and an advisory vote on executive compensation.
• The Board recommends voting FOR the election of directors, FOR the ratification of the auditor, and FOR the advisory vote on executive compensation.
• The company expects to mail a Notice of Internet Availability of Proxy Materials on or about April 4, 2025.
• As of the record date, there were 95,070,460 shares of common stock outstanding and entitled to vote.
• Stockholders can vote online, by phone, or by mail, with specific deadlines for each method.
• The company's Board has nine members, but the size of the Board will be reduced from nine members to eight members at the conclusion of the 2025 Annual Meeting.
• Sukhinder Singh Cassidy will step down from her role as Lead Independent Director and will not stand for re-election at the 2025 Annual Meeting.
• Kerry Cooper has been appointed as the new Lead Independent Director.
• The company's audit committee consists of Hilliard C. Terry, III, Mary Hentges, and Ciaran OKelly with Mr. Terry serving as Chairperson.
• The company's compensation committee currently consists of Kerry W. Cooper, Sukhinder Singh Cassidy, and Peter Bernard, with Ms. Cooper serving as Chairperson.
• The company's nominating and corporate governance committee consists of Ciaran OKelly, Jeff Huber and Peter Bernard, with Mr. OKelly serving as Chairperson.
• The company's Board has adopted a compensation policy for its non-employee directors (the Outside Director Compensation Policy).
• The company's Board has adopted a compensation recovery policy to further its pay-for-performance philosophy and to comply with applicable SEC and Nasdaq requirements.
• The company's Board has instituted minimum stock ownership guidelines to further align the interests of its executive officers, including its Named Executive Officers, and non-employee members of its Board with those of its stockholders.

Sentiment

Score: 7

Explanation: The document presents a balanced view, highlighting both positive financial results and ongoing challenges. The focus on corporate governance and executive compensation suggests a commitment to best practices.

Positives

• The company is providing stockholders with convenient options to vote, including online, phone, and mail.
• The company is committed to corporate governance best practices, including independent board committees and a code of ethics.
• The company is transparent about its executive compensation program and provides detailed information in the proxy statement.
• The company is taking steps to align executive compensation with long-term stockholder value creation.
• The company is committed to reducing its environmental impact by encouraging electronic delivery of proxy materials.
• The company's business grew dramatically across all product categories in the second half of 2024.
• The company came very close to returning to GAAP profitability in the second half of 2024.
• The company delivered Adjusted EBITDA at levels not seen since the first quarter of 2022.
• The company's Board has instituted minimum stock ownership guidelines to further align the interests of its executive officers, including its Named Executive Officers, and non-employee members of its Board with those of its stockholders.

Negatives

• The company reported a GAAP net loss of ($129) million for 2024, although this is an improvement from the prior year.
• The company reported an adjusted net loss of ($17.8) million for 2024, although this is an improvement from the prior year.

Risks

• Failure to achieve quorum at the Annual Meeting could lead to adjournment and delay in conducting business.
• Advisory vote on executive compensation is non-binding, so the Board may choose to disregard stockholder concerns.
• Changes in macroeconomic conditions could impact the company's ability to retain executives.
• The company's success depends on its ability to attract and retain qualified personnel.
• The company's success depends on its ability to achieve profitable company growth.

Future Outlook

The company aims to continue improving financial lending through its AI-powered credit model, unlocking financial opportunity and mobility for more people.

Management Comments

• Through the power of artificial intelligence (AI), and the incredible talent of our employees, we are unlocking financial opportunity and mobility for more and more people, allowing them to pursue their dreams and goals for a better future.

Industry Context

The document reflects trends in corporate governance, including virtual shareholder meetings, emphasis on board diversity, and executive compensation aligned with performance.

Comparison to Industry Standards

• The company benchmarks its executive compensation against a peer group of 21 publicly-traded technology companies, including ACI Worldwide, MeridianLink, Affirm Holdings, PagerDuty, Alteryx, Paymentus Holdings, Elastic N.V., Payoneer Global, Flywire, PROG Holdings, Green Dot, Rapid7, Intapp, Shift4 Payments, Lending Club, Smartsheet, LivePerson, SoFi Technologies, Marqeta, SPS Commerce and Taboola.
• The company also uses industry-specific compensation survey data from the Radford data and analytics platform to prepare a comprehensive competitive market analysis.

Management Changes

Corporate Governance

Stakeholder Impact

• Stockholders have the opportunity to vote on key proposals and influence the direction of the company.
• Executive officers are incentivized to achieve short-term and long-term financial and operational objectives.
• Employees are provided with competitive compensation and benefits packages.
• The company's success benefits borrowers on the Upstart marketplace and lending partners.

Next Steps

• Stockholders are urged to vote on the proposals outlined in the proxy statement.
• The Board and its committees will consider the outcome of the advisory vote on executive compensation when making future decisions.
• The company will continue to monitor and adapt its compensation policies and practices to align with its strategic goals and market conditions.

Key Dates

Keywords

annual meeting, proxy statement, stockholders, directors, executive compensation, Deloitte & Touche, corporate governance, voting, Upstart Holdings, compensation, audit committee, proxy