John C. (Hans) Morris
LendingClubAbout John C. (Hans) Morris
Independent Chairman of the Board at LendingClub (LC), age 66, director since February 2013. Morris is Managing Partner of Nyca Partners (fintech-focused VC, founded 2014); formerly President of Visa (2007–2009), Managing Director/Special Advisor at General Atlantic (2010–2014), and spent 27 years at Citigroup culminating as CFO and Head of Finance, Technology and Operations for Citi Markets and Banking. He holds a B.A. in Government from Dartmouth College. The Board selected him as Independent Chairman based on deep financial services and fintech experience, leadership, and capacity to devote time to the role .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Visa, Inc. | President | 2007–2009 | Senior leadership of global payments business |
| General Atlantic | Managing Director & Special Advisor | 2010–2014 | Growth equity investor; fintech exposure |
| Citigroup, Inc. | CFO & Head of Finance, Technology & Operations, Citi Markets and Banking; prior leadership roles over 27 years | Prior to 2007 | Large-bank operating/finance leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Nyca Partners | Managing Partner | 2014–present | Fintech-focused venture capital firm |
| Payoneer Global Inc. | Director | 2011–2023 | Former public board |
| AvidXchange Holdings, Inc. | Director | 2015–2022 | Former public board |
| KCG Holdings, Inc. | Director | 2013–2017 | Former public board |
| Several private companies | Director | Ongoing | Privately held company boards |
Board Governance
- Roles and Independence
- Independent Chairman of the Board; Board determined Morris (and all non-employee directors) are independent under NYSE rules .
- Also chairs the Credit Risk & Finance Committee; member of the Nominating & Corporate Governance Committee .
- Attendance and Engagement
- In 2024, the Board held 8 meetings; each director attended at least 75% of Board and assigned committee meetings. Nine of ten directors attended the 2024 Annual Meeting. As directors of LendingClub Bank, each director also attended at least 75% of the Bank board/committee meetings (60 total meetings) .
- Independent directors meet in executive session; the independent Chairman presides .
- Committee Assignments and 2024 Meeting Cadence
- Credit Risk & Finance Committee (Chair: Morris): oversight of credit, market, interest rate and liquidity risks; 4 meetings in 2024 .
- Nominating & Corporate Governance Committee (Member: Morris): board composition, governance policies, ESG oversight; 3 meetings in 2024 .
- Governance Structure/Shareholder Signals
- Board is pursuing declassification and removal of supermajority requirements; management proposals included again for 2025 after 99% of votes cast supported similar measures in 2024 but fell short of the two-thirds of outstanding shares required to pass .
- 2024 Say‑on‑Pay approval ~99% of votes cast, signaling strong shareholder support for compensation/governance framework .
Fixed Compensation (Non-Employee Director)
| Component (2024) | LC Program Rate | Morris’ Role Basis | 2024 Amount |
|---|---|---|---|
| Base Board retainer (cash) | $40,000/year | Non-employee director | $40,000 |
| Non-Executive Board Chair retainer (cash) | $25,000/year | Independent Chairman | $25,000 |
| Committee Chair retainer (cash) | $17,500/year (Credit Risk & Finance) | Chair, Credit Risk & Finance | $17,500 |
| Committee member retainer (cash) | $5,000/year (Nominating & Corp Gov) | Member, Nominating & Corp Gov | $5,000 |
| Total Fees Earned or Paid in Cash (2024) | — | — | $87,500 |
| Perquisites | None for non-employee directors | — | $0 |
Notes:
- Directors concurrently serve on the LendingClub Bank board; no extra pay unless serving on a “Bank Only Committee” (Morris not listed on the 2024 Bank Only Committee) .
Performance Compensation (Director Equity)
| Element | Program Design | 2024 Grant/Value | Vesting/Performance |
|---|---|---|---|
| Annual RSU grant | $200,000 grant date fair value for continuing directors | $200,002 (Morris) | Vests quarterly over 1 year; time-based only (no performance conditions) |
| Stock options | Discontinued as a vehicle for new awards | $0 in 2024 | N/A (company ceased option grants; legacy options outstanding possible) |
Performance metrics table (directors):
| Metric | Applies to Director Equity? | Notes |
|---|---|---|
| Relative TSR, Adjusted Net Income, PPNR | No | Director RSUs are time-based; performance metrics apply to executive PBRSUs, not director equity . |
Compensation mix (Morris, 2024):
- Cash fees $87,500; equity RSUs $200,002; total $287,502 (cash ~30%, equity ~70%), aligning compensation with shareholder outcomes via equity .
Other Directorships & Interlocks
| Company | Type | Role | Interlock/Notes |
|---|---|---|---|
| Payoneer Global Inc. | Public (former) | Director (2011–2023) | Former role; no current interlock disclosed |
| AvidXchange Holdings, Inc. | Public (former) | Director (2015–2022) | Former role; no current interlock disclosed |
| KCG Holdings, Inc. | Public (former) | Director (2013–2017) | Former role; no current interlock disclosed |
| Various private companies | Private | Director | No specific names disclosed |
- Compensation Committee interlocks: none disclosed for LC’s committee members (general disclosure) .
Expertise & Qualifications
- Financial services technology and banking expertise; selected as independent Chair for leadership and ability to facilitate open dialogue .
- Risk oversight: chairs Credit Risk & Finance Committee overseeing credit/market/IR/liquidity risk; supports bank-level prudential oversight responsibilities .
Equity Ownership
| Ownership Detail (as of April 7, 2025 unless noted) | Amount |
|---|---|
| Total beneficial ownership (common) | 336,346 shares (<1%) |
| Of which: Common shares held | 215,588 shares |
| Of which: Options exercisable within 60 days | 120,758 shares underlying options |
| RSUs held (as of Dec 31, 2024) | 12,240 stock awards (RSUs) |
| Director stock ownership guideline | $400,000 minimum; all non-employee directors are in compliance |
| Hedging/Pledging | Prohibited for directors; pledging and hedging of LC stock not allowed |
Related-Party Transactions & Conflicts
- Policy: Audit Committee reviews/approves related-party transactions above $120,000 not in the ordinary course; includes directors and their immediate family and entities with significant influence .
- 2024 disclosure: No related-party transactions involving Morris or Nyca Partners disclosed; only item noted was CEO withdrawals tied to wind-down of legacy Retail Notes program .
- Monitoring note: As Managing Partner of Nyca Partners (fintech VC), potential for overlap with sector participants exists; Company’s related-party policy and committee oversight mitigate conflict risk; no such transactions disclosed for 2024 .
Say‑on‑Pay & Shareholder Feedback (Context for Board Oversight)
- Say‑on‑Pay approval ~99% in 2024; Committee considers voting outcomes and investor feedback in compensation design .
- Board responsiveness: proposals to declassify the Board and remove supermajority vote requirements—strong support (>99% of votes cast) but did not reach the 2/3 outstanding shares threshold in 2024; proposals included again in 2025 .
Governance Assessment
- Strengths
- Independent Chairman with deep fintech/banking experience; independent status confirmed .
- Active risk oversight as Chair of Credit Risk & Finance; appropriate committee structure and meeting cadence .
- Solid board/process discipline: 75%+ attendance at LC and bank boards; executive sessions led by independent chair .
- Director pay structure aligned with investors: majority equity via time-based RSUs; no perquisites; clear ownership guidelines with compliance; hedging/pledging prohibited .
- No related-party transactions involving Morris disclosed; Section 16 reporting timely for all insiders in 2024 .
- Watch items
- Nyca Partners’ broad fintech investing footprint necessitates ongoing monitoring for potential overlap; LC’s related-party review process appears robust .
- Board declassification/supermajority removal requires high voting thresholds; continued engagement advisable given prior strong “for” votes but structural hurdles .