Janey Whiteside
LendingClubAbout Janey Whiteside
Janey Whiteside (age 53) joined LendingClub’s Board in April 2023 and is an independent director. She is a Partner at Consello Group (since Oct 2022), CEO of Consello’s Growth & Business Development division, and since June 2024 also serves as Consello’s Chief Growth Officer; previously EVP & Chief Customer Officer at Walmart (Aug 2018–Mar 2022), and held senior leadership roles at American Express (1997–2018) after starting at HSBC (1993–1997). She holds a BSc Econ in Economics & Management Studies from Cardiff University and serves on the Board of Directors of Lyft, Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Walmart Inc. | EVP & Chief Customer Officer | Aug 2018 – Mar 2022 | Led customer journey across stores and e-commerce; launched Walmart Connect and Walmart+ |
| American Express Company | Multiple EVP/GM roles incl. Global Premium Products & Benefits; Global Charge Products, Benefits & Services | 1997 – Jul 2018 | Senior leadership in business development, marketing, operating roles across customer segments |
| HSBC Bank | Various roles | 1993 – 1997 | Early career banking experience |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Consello Group | Partner; CEO, Growth & Business Development; Chief Growth Officer (since Jun 2024) | Oct 2022 – present | Financial services advisory and strategic investing platform |
| Lyft, Inc. | Director | — (current) | Public company directorship |
Board Governance
- Independence: The Board determined Ms. Whiteside is independent under NYSE rules (nine of ten current directors independent) .
- Years of service: Director since 2023; Class II nominee for re‑election in 2025 to a term expiring 2028 .
- Committees: Member, Compensation Committee; Member, Nominating & Corporate Governance Committee; not a chair .
- Attendance and engagement: In 2024, the Board met 8 times; each director attended at least 75% of Board and assigned committee meetings; 9 of 10 directors attended the 2024 annual meeting. Directors also serve on LendingClub Bank’s board; in 2024 there were 60 bank/committee meetings with ≥75% attendance by each director .
- Committee activity (2024): Compensation Committee held 6 meetings; Nominating & Corporate Governance held 3 meetings .
- Executive sessions: Independent directors meet in executive sessions presided over by the independent Chairman .
Fixed Compensation
| Component | Policy Detail | 2024 Amounts |
|---|---|---|
| Base cash retainer | All non-employee directors: $40,000/year | $40,000 (policy) |
| Committee member fees | Compensation Committee member: $8,000/year; Nominating & Corporate Governance member: $5,000/year | $13,000 (Comp $8k + N&CG $5k), totaling $53,000 cash for Ms. Whiteside per 2024 table |
| Chair fees | Not applicable (not a chair) | — |
| Bank Board/Bank-only committee | No extra pay for concurrent Bank Board service; only per‑meeting fees for Bank‑Only Committees (Chair $2,000; Member $1,000) up to $25,000/yr. 2024 Bank‑Only Committee members were Selleck (Chair), Reimann, Landon, Mayopoulos; Ms. Whiteside not listed | $0 indicated for Bank‑Only Committee |
| Perquisites | Non-employee directors do not receive perquisites | $0 |
Total 2024 director cash fees for Ms. Whiteside: $53,000; equity grant value: $200,002; total: $253,002 .
Performance Compensation
| Award Type | Structure | Grant Timing | Value/Shares |
|---|---|---|---|
| RSUs (annual grant) | Time‑based RSUs; intended grant date fair value $200,000; vests quarterly over one year; number of RSUs set by grant value / stock price | Granted on the date of the annual meeting (e.g., June 11, 2024) | $200,002 stock awards in 2024 for Ms. Whiteside |
| Initial director award (onboarding) | Pro‑rated to $200,000 over remaining year; $1,000 vests immediately to meet banking equity requirement; remainder vests on one‑year anniversary of prior annual meeting | Upon initial appointment/election | Pro‑rated per policy (historical; joined Apr 2023) |
- Director equity is time-based; no PSU/option or performance metric targets apply to non-employee director grants at LC .
Other Directorships & Interlocks
| Company | Role | Interlock/Notes |
|---|---|---|
| Lyft, Inc. | Director | No compensation committee interlocks disclosed between LC executives and other companies; LC states no such interlocks in past fiscal year |
Expertise & Qualifications
- Financial services and consumer/fintech market experience; senior roles at American Express and Walmart; marketing, digital, and commercial leadership .
- Public company board experience (Lyft) .
- Education: BSc Econ (Economics & Management Studies), Cardiff University .
Equity Ownership
| Holder | Beneficial Ownership | Components | Ownership % |
|---|---|---|---|
| Janey Whiteside | 34,678 shares as of April 15, 2024 | 29,324 shares held + 5,354 RSUs vesting within 60 days | <1% of common stock |
Policies enhancing alignment and risk controls:
- Director stock ownership guideline: Hold equity equal to ≥$400,000 (10x base cash retainer) within 3 years; company states all nominees/continuing directors are in compliance or within time window .
- Hedging & pledging prohibited: Directors may not hedge LC stock, engage in short sales, or pledge LC shares as collateral .
Insider Trades (Form 4)
| Date (Trade/Grant) | Type | Details | Source |
|---|---|---|---|
| Oct 31, 2023 | Open market purchase | Bought 10,000 shares at ~$5.19 per share | |
| Jun 3, 2025 | Annual director RSU grant | RSUs pursuant to non-employee director program |
Governance Assessment
- Board effectiveness: Active roles on Compensation and Nominating & Governance committees, which met 6x and 3x respectively in 2024, with ≥75% attendance, support effective oversight of pay, human capital, governance, and ESG .
- Pay governance signals: 2024 say‑on‑pay received ~99% support, indicating strong shareholder endorsement of compensation practices overseen by the committee on which she serves . The Compensation Committee retains independent consultant FW Cook, assessed for independence with no conflicts (Dec 2024) .
- Alignment: Director compensation is weighted toward equity ($200k RSUs vs $53k cash in 2024 for Ms. Whiteside), complemented by stringent stock ownership guidelines and prohibitions on hedging/pledging, aligning interests with shareholders .
- Conflicts/related‑party exposure: No related‑party transactions involving Ms. Whiteside are disclosed; LC’s policy requires Audit Committee review of related‑party transactions over $120,000, with only a de minimis 2024 Retail Notes wind‑down payment disclosed for the CEO .
- RED FLAGS: None evident. Independence affirmed; attendance thresholds met; no perquisites; no disclosed pledging/hedging; no comp committee interlocks; strong say‑on‑pay outcome .
Overall, Ms. Whiteside brings deep consumer, digital, and financial services expertise to LC’s board, with meaningful oversight roles on key governance and compensation committees and strong alignment with shareholders through equity-heavy director pay and robust ownership/anti-hedging policies .