Annie Armstrong
LendingClubAbout Annie Armstrong
Chief Risk Officer of LendingClub (LC) since March 2020; age 47; B.S. in Integrated Science & Technology from James Madison University . Under Armstrong’s risk leadership, LC delivered strong Q3 2025 operating performance: total net revenue +32% YoY, net income +206% YoY, diluted EPS $0.37 vs $0.13, net interest margin 6.18% vs 5.63%, with improved credit performance driving a modest decline in provision for credit losses . LC’s tangible book value per share grew at a 14% CAGR from Q2 2021 to Q3 2025, outpacing peers . Say‑on‑pay support was ~99% in 2024, reflecting investor endorsement of the compensation framework .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Uber Technologies, Inc. | Global Head of Financial Risk | 2018–2020 | Led financial risk across a high‑growth platform; foundational experience for LC’s credit outperformance . |
| KPMG | Partner, FinTech Practice Leader | 2015–2018 | Advised fintechs on risk/compliance; built domain expertise in financial services technology risk . |
| KPMG | Various roles | 2007–2015 | Progressively senior risk and advisory roles supporting financial institutions . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $365,000 | $375,000 | $375,000 |
| Bonus ($) – Cash Award vesting portion | $1,000 | $0 | $101,563 |
| Stock Awards ($) | $1,106,229 | $1,084,494 | $1,275,136 |
| Non‑Equity Incentive Plan Compensation ($) – Annual Bonus paid | $342,188 | $233,438 | $379,688 |
| All Other Compensation ($) | $7,760 | $6,801 | $7,340 (includes $5,000 401(k) match and parking benefits) |
| Total ($) | $1,822,177 | $1,699,733 | $2,138,727 |
Performance Compensation
2024 Annual Bonus Design and Outcome
| Item | H1 2024 PPNR | H2 2024 PPNR | H2 2024 Total Net Revenue | Corporate Funding | Annie Armstrong Payout |
|---|---|---|---|---|---|
| Targets/Payout Curve | Threshold 56.81; Target 75.75; Max 90.90 ($mm) | Threshold 75.00; Target 100.00; Max 120.00 ($mm) | Target $400.0 ($mm); all‑or‑nothing +10% | 135% of target based on actuals and no net income shortfall adjustment | Eligible salary $375,000; Target 75%; Paid $379,688 at 135% |
- Metrics: Primary PPNR (each half, up to 125%) and secondary Total Net Revenue (H2 add +10%), with automatic reduction if GAAP net income negative in any quarter (not triggered in 2024) .
2024 Long‑Term Awards (Granted March 21, 2024)
| Element | Grant | Vesting | Key Terms |
|---|---|---|---|
| RSUs | 106,375 units (intended target value $853,125) | 1/12th quarterly starting May 25, 2024 over 3 years | Time‑based; aligns with stock performance . |
| PBRSUs (target) | 42,541 units (intended target value $365,625) | Three‑year performance period; earned portion vests immediately at period end | 50% cumulative Adjusted Net Income; 50% relative TSR vs basket; TSR target at 55th percentile; max cap 125% with absolute TSR modifier . |
| Cash Award | $406,250 | 1/12th quarterly starting May 25, 2024 over 3 years | Reduces equity dilution while maintaining retention . |
- 2024 PBRSU outstanding unearned maximum units at 12/31/2024: 26,449 (TSR portion; $428,209 market/payout value) and 26,728 (Adjusted Net Income portion; $432,726) .
- RSUs outstanding unvested at 12/31/2024: 79,782 units; market value $1,291,671 (at $16.19/share) .
Historical performance awards:
- 2021 PBRSUs (relative TSR only) paid 0% for the 3‑year period (Jan 2021–Dec 2023) .
- 2022 PBRSUs (relative TSR only) paid 0% for the 3‑year period (Jan 2022–Dec 2024) .
Equity Ownership & Alignment
| As of Date | Item | Amount |
|---|---|---|
| Apr 11, 2023 | Total Beneficial Ownership | 239,681 shares (198,390 shares held; 41,291 RSUs vesting within 60 days) |
| Dec 31, 2024 | Unvested RSUs | 79,782 units; $1,291,671 market value at $16.19 |
| Dec 31, 2024 | Unearned PBRSUs (Max) | 26,449 (TSR) units; $428,209 market/payout value |
| Dec 31, 2024 | Unearned PBRSUs (Max) | 26,728 (Adjusted Net Income) units; $432,726 market/payout value |
- Officer Stock Ownership Guidelines: Section 16 officers required to hold equity equal to 2× base salary; executives are in compliance or within allowed time to comply .
- Hedging and pledging prohibited; options trading and short sales restricted per Insider Trading Policy .
- Holding Period: Executives must hold shares acquired from equity vesting for one calendar year (awards granted on/after Jan 1, 2024), except for tax withholding and bona fide gifts .
- Rule 10b5‑1 plans: No adoptions/terminations by directors or executive officers in Q3 2025 .
- Company may hold back a portion of vesting RSUs to satisfy tax withholdings; included in $100M repurchase and acquisition program capacity .
Employment Terms
| Scenario | Cash Severance | Bonus | Equity Acceleration | Total |
|---|---|---|---|---|
| Involuntary Termination (no CIC) | $187,500 | $342,188 (equals actual 2022 annual cash bonus) | — | $529,688 |
| Involuntary Termination (with CIC) | $375,000 | $273,750 (100% of 2022 target annual cash bonus) | $3,409,586 (intrinsic value as of 12/31/2022) | $4,058,336 |
Additional provisions:
- Employment agreements are at‑will and provide payments upon qualifying termination, including in connection with a change‑in‑control; 2024 awards for Armstrong provide up to one year of post‑termination vesting credit subject to tenure and transition criteria, with PBRSUs prorated based on actual metric achievement at period end .
- Clawbacks: NYSE/SEC restatement‑based clawback plus supplemental clawback for material misconduct causing significant reputational harm; coverage includes incentive‑based cash (annual bonus), PBRSUs, time‑based RSUs, and Cash Awards .
- No tax gross‑ups for Section 280G/409A; new hire equity awards minimum 1‑year cliff vesting; option repricing requires stockholder approval .
Compensation Structure Analysis
- Shift to balanced cash/equity long‑term awards: since Q1 2024, 25% of intended long‑term value granted as 3‑year Cash Awards to materially reduce equity dilution while maintaining retention .
- Broadened PBRSU metrics: 50% relative TSR and 50% 3‑year cumulative Adjusted Net Income, with TSR target at 55th percentile and a cap modifier if absolute TSR is negative—enhancing pay‑for‑performance alignment .
- Discontinued stock options; emphasis on RSUs/PBRSUs and holding requirements strengthens alignment and mitigates repricing risk .
Compensation Peer Group (2024 Review)
Peer set used for benchmarking includes 20 banks/fintechs (e.g., SoFi, Upstart, Green Dot, Axos Financial, The Bancorp, Live Oak Bancshares, Enova, Open Lending, Bread Financial, Affirm, MoneyLion, NerdWallet). Methodology targeted comparability by assets, revenue, market cap, business model, and Bay Area talent dynamics .
Equity Ownership & Pledging
- Pledging and hedging of LC securities are prohibited for directors, officers, and employees; margin accounts not permitted .
- Director and officer stock ownership guidelines in place; time‑based sale restrictions until compliance targets met .
Performance & Track Record (Company Context)
- Q3 2025: loan originations +37% YoY; marketplace revenue +75% YoY; net interest margin up to 6.18%; net income +206% YoY; diluted EPS $0.37 .
- TBV per share up 14% CAGR since 2021; company highlights profitability every quarter post bank acquisition .
- $100M stock repurchase and acquisition program through 12/31/2026, inclusive of RSU tax withholding holdbacks .
Investment Implications
- Strong pay‑for‑performance alignment: Armstrong’s PBRSUs in 2021–2022 paid 0%, and 2024 PBRSUs require multi‑year Adjusted Net Income and relative TSR, with capped payouts if absolute TSR is negative—reducing windfall risk and signaling disciplined targets .
- Retention risk mitigants: 3‑year vesting across RSUs and Cash Awards, one‑year post‑termination vesting credit (subject to conditions), and one‑year share holding period—all supporting executive retention and long‑term alignment .
- Insider supply considerations: Quarterly RSU/Cash Award vesting and programmatic RSU tax holdbacks (counted within the $100M authorization) may create predictable share flow; no new 10b5‑1 plans adopted in Q3 2025 reduces pre‑scheduled sale indicators .
- Change‑in‑control economics: CIC severance includes 1× salary, 100% of prior‑year target bonus, and equity acceleration—material but standard; no tax gross‑ups reduce shareholder‑unfriendly features .
- Governance quality: Comprehensive clawbacks, ownership guidelines, holding policy, and prohibition on hedging/pledging indicate robust alignment safeguards, with high say‑on‑pay support (~99%) reinforcing investor acceptance .