Independent
Tenure on this board
5.2 yrs
Also a director at
Pg&E Corp (PCG)
3 nominees · 3 ballot items.
Elect three Class III directors (Kerry Cooper, Mary Hentges, Ciaran O’Kelly); ratify Deloitte & Touche LLP as independent registered public accounting firm for 2026; approve, on an advisory basis, the compensation of the named executive officers (Say-on-Pay); and transact any other business properly brought before the meeting.
Elect Kerry Cooper, Mary Hentges and Ciaran O’Kelly as Class III directors to serve until the 2029 annual meeting and until their successors are duly elected and qualified.
Ratify the appointment of Deloitte & Touche LLP as Upstart’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding, advisory proposal to approve the compensation of Upstart’s named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis, tables and narrative.
This proposal asks stockholders to cast a non-binding advisory vote to approve the compensation paid to Upstart’s named executive officers as disclosed in the proxy statement. Management is seeking this advisory approval as a routine governance practice to solicit stockholder feedback on executive pay and to demonstrate alignment between pay and performance. The company’s disclosed program for 2025 emphasized variable, performance-based pay (bonuses and equity) over fixed salary, with the bonus pool funded primarily by Revenue from Fees and modified by Net Income to reinforce profitability discipline. For 2025, the CEO’s long-term incentive was delivered solely in stock options to emphasize long-term stock-price alignment, while other NEOs received a mix of RSUs and options; subsequent 2026 PRSU awards were implemented to further align leadership compensation to multi-year relative TSR goals. The Board notes that Upstart returned to GAAP profitability in 2025 and funded the bonus pool at approximately 100.95%, which management cites as evidence the program links pay to results. Because this is an advisory vote, its outcome will not be binding, but the Board and compensation committee state they will consider the vote when setting future compensation and engaging with investors. The Board recommends a FOR vote, arguing the program appropriately balances growth and profitability incentives, retention, and stockholder alignment while incorporating governance safeguards (independent committee oversight, consultant input, clawback and ownership guidelines). Potential investor concerns include the size and mix of equity awards, the use of subjective discretion in final payouts, and the CEO’s options-only award approach; the proxy indicates management has engaged with major holders and adjusted design (e.g., PRSUs) in response to shareholder feedback, framing the proposal as part of an iterative governance dialogue.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 3.92% | 3,752,050 | $96M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.91% | 3,743,541 | $96M |
| 3 | BlackRock, Inc. | 3.22% | 3,079,095 | $79M |
| 4 | MORGAN STANLEY | 3.12% | 2,986,987 | $77M |
| 5 | BlackRock, Inc. | 2.91% | 2,785,821 | $71M |
| 6 | MARSHALL WACE, LLP | 2.22% | 2,127,918 | $55M |
| 7 | STATE STREET CORP | 2.15% | 2,053,086 | $53M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 1.90% | 1,823,038 | $47M |
| 9 | Clear Street Group Inc. | 1.62% | 1,555,206 | $40M |
| 10 | Halter Ferguson Financial Inc. | 1.53% | 1,467,360 | $38M |
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