Sofi Technologies Inc
10 nominees · 3 ballot items.
Elect ten directors to one-year terms; a non-binding advisory vote to approve the compensation of the Company’s named executive officers (say-on-pay); and ratify Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026.
Follow how the vote landed and what changed on Sofi Technologies Inc’s board — director track records, governance grades, and ongoing monitoring — on the Boardroom Alpha platform.
On the ballot3
- 1
Election of Directors
ManagementBoard: FORElect ten nominees currently serving as members of the Board of Directors to serve one-year terms expiring at the 2027 annual meeting.
- 2
Non-Binding Advisory Vote on the Stockholder Approval of Executive Compensation (Say-on-Pay
ManagementBoard: FORAdvisory vote to approve, on a non-binding basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement pursuant to Item 402 of Regulation S-K.
More detail
This non-binding ‘‘say-on-pay’’ proposal asks stockholders to approve the overall compensation of the Company’s named executive officers as disclosed in the proxy materials under Item 402. Management frames the vote as an opportunity for stockholders to endorse the Company’s philosophy of significant at‑risk compensation that ties short‑term cash bonuses and long‑term equity (RSUs and PSUs) to financial, operational and strategic goals. The Compensation Committee reports that the 2025 program produced funded payouts (initially formulaic 122.7% of target, reduced by committee discretion to 120%) and that individual multipliers reflecting performance and risk assessments produced the actual payments. The committee also emphasizes retention and market competitiveness — large equity grants, multi‑year vesting, and an increasing proportion of performance‑based PSUs for senior executives. Following prior shareholder feedback (76.2% support in 2025), the Company made program design changes for 2026 to strengthen rigor and alignment, including aligning target performance with target payout (100% = target), narrowing funding range to 80%–120% with a threshold below which no payout is earned, and increasing the relative TSR target for PSUs to the 55th percentile. Management argues the program balances short‑ and long‑term incentives, includes risk mitigants (risk effectiveness assessment, clawback policy, and double‑trigger change‑in‑control protections), and is responsive to investor concerns. The Board unanimously recommends a vote FOR the proposal because it believes the disclosed compensation policies and practices appropriately align executive interests with long‑term shareholder value while addressing investor feedback and governance best practices.
- 3
Ratification of Appointment of Independent Registered Public Accounting Firm
ManagementBoard: FORRatify the selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.
Nominees on the ballot10
Top institutional holders10
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 4.5% | 57,108,581 | $907M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.0% | 50,975,115 | $809M |
| 3 | D. E. Shaw Co., Inc.Activist | 2.7% | 34,337,237 | $545M |
| 4 | UBS Group AG | 2.6% | 33,314,603 | $529M |
| 5 | BlackRock, Inc. | 2.6% | 33,153,027 | $526M |
| 6 | STATE STREET CORP | 2.1% | 27,315,197 | $434M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 1.8% | 22,566,743 | $358M |
| 8 | BlackRock, Inc. | 1.6% | 20,379,133 | $324M |
| 9 | Qube Research Technologies Ltd | 1.3% | 16,799,087 | $267M |
| 10 | JANE STREET GROUP, LLC | 1.2% | 15,081,953 | $240M |
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Frequently asked questions
- When is the Sofi Technologies Inc 2026 annual meeting?
- Sofi Technologies Inc (SOFI) holds its 2026 annual shareholder meeting on Wednesday, June 17, 2026.
- What is the record date for the Sofi Technologies Inc 2026 meeting?
- The record date for the Sofi Technologies Inc 2026 meeting is Monday, April 20, 2026. Shareholders of record on or before that date are eligible to vote.
- Who are the director nominees for Sofi Technologies Inc's 2026 meeting?
- The board is presenting 10 director nominees at the Sofi Technologies Inc 2026 meeting, listed with their independence status and background.
- What proposals will shareholders vote on at the Sofi Technologies Inc 2026 meeting?
- Shareholders will vote on 3 proposals at the Sofi Technologies Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.
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