Allan Landon
LendingClubAbout Allan Landon
Allan Landon (age 77) has served as an independent director of LendingClub since February 2021 and is currently a Class I director with a term expiring in 2027. He is a former bank CEO and CPA, designated by the Board as an Audit Committee financial expert, and brings deep banking and risk oversight experience to LendingClub .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bank of Hawaii | Chairman & CEO | 2004–2010 | Led bank operations and governance |
| First American Bank | Chief Financial Officer | Prior to 2004 | Finance leadership and controls |
| Ernst & Young | Partner (CPA) | Early career | Audited financial institutions, strengthened accounting rigor |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Utah (David Eccles School of Business) | Innovation Advisor, Assistant Dean, Adjunct Professor; Director, Utah Center for Financial Services | Since June 2011 | Leadership in banking education and industry policy |
| Electronic Caregiver, Inc. | Director | Current | Private company board service |
| State Farm Mutual Automobile Insurance | Director | Prior service | Insurance sector board experience |
| Whistic, Inc. | Director | Prior service | Governance and risk posture at a technology firm |
Board Governance
- Independence: The Board determined Landon is independent under NYSE rules; all nine non‑employee directors are independent .
- Committee roles and expertise:
- Audit Committee: Chair; designated Audit Committee financial expert and financially sophisticated under SEC/NYSE rules .
- Compensation Committee: Member .
- Credit Risk & Finance Committee: Member .
- Attendance and engagement:
- Board held 8 meetings in 2024; each director attended at least 75% of Board and committee meetings; nine of ten directors attended the 2024 Annual Meeting .
- LendingClub Bank board/committees held 60 meetings in 2024; each director attended at least 75% of relevant meetings .
- Risk oversight: Risk oversight primarily delegated to Operational Risk and Credit Risk & Finance Committees; Audit Committee oversees financial reporting integrity; Landon leads Audit oversight .
- Lead independent oversight: Board has an independent Chairman (John C. Morris) .
Committee Membership Summary
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit | Chair | 12 |
| Compensation | Member | 6 |
| Credit Risk & Finance | Member | 4 |
Fixed Compensation
| Component | 2024 Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $93,000 |
| Annual Retainer Schedule (Program terms) | Base $40,000; Audit Chair $25,000; Compensation/Operational Risk/Credit Risk & Finance Chair $17,500; Nominating Chair $10,000; Audit Member $12,500; Compensation/Operational Risk/Credit Risk & Finance Member $8,000; Nominating Member $5,000 |
| Bank‑Only Committee per‑meeting (if applicable) | Chair $2,000; Member $1,000; cap $25,000/year |
Notes: Non‑employee directors receive cash retainers after services are rendered; no perquisites are provided to non‑employee directors .
Performance Compensation
| Equity Element | 2024 Detail | Vesting |
|---|---|---|
| Director RSU grant (continuing directors) | $200,002 grant date fair value | Vests quarterly over one year from annual meeting grant date |
| Initial director RSU (for new appointees) | Pro‑rated to $200,000; $1,000 vests immediately to satisfy bank director ownership regs | Balance vests on one‑year anniversary of most recent annual meeting |
No performance‑based equity is granted to non‑employee directors (PBRSUs apply to executives only) .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| External public/private boards | Electronic Caregiver (current), State Farm Mutual Automobile Insurance (prior), Whistic (prior) |
| Compensation Committee interlocks | None; no committee member is/was an LC officer; no LC executive served on another issuer’s board/comp committee with LC reciprocity in FY2024 |
Expertise & Qualifications
- Audit Committee financial expert and NYSE financial sophistication; extensive accounting/controls background (CPA, EY partner) .
- Bank CEO experience (Bank of Hawaii) and CFO experience (First American Bank) .
- Academic leadership in banking and financial services (University of Utah; Utah Center for Financial Services) .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (Apr 7, 2025) | 120,086 shares; less than 1% of outstanding |
| RSUs/stock awards held (Dec 31, 2024) | 13,646 stock awards; no options outstanding |
| Director stock ownership guideline | Minimum $400,000 (10x base retainer); directors are in compliance or within permitted accumulation period |
| Hedging/pledging policy | Hedging and pledging of LC securities prohibited for directors/officers/employees |
| Section 16 compliance (2024) | No untimely filings for directors/officers/10% holders |
Governance Assessment
- Positive signals
- Strong independence and leadership in audit oversight; Landon is Audit Chair and designated financial expert, bolstering confidence in reporting integrity .
- Robust engagement and attendance across Board and Bank boards; meets minimum thresholds and participates in extensive committee work .
- Ownership alignment via RSUs and director ownership guidelines; hedging/pledging prohibited; beneficial ownership disclosed .
- No related‑party transactions involving Landon disclosed in 2024; Audit Committee reviews related‑party matters above $120,000 .
- Potential watch items
- Board structure changes (declassification and removal of supermajority requirements) are on the ballot—generally viewed as stockholder‑friendly governance reforms if approved .
- RED FLAGS
- None identified specific to Landon: no pledging/hedging, no interlocks, no related‑party transactions, timely Section 16 filings .