Jordan Cheng
LendingClubAbout Jordan Cheng
Jordan Cheng, age 50, is General Counsel and Corporate Secretary at LendingClub (LC). He has served as LC’s General Counsel since October 2023 after serving as SVP & General Counsel of LendingClub Bank (subsidiary) from May 2020 to October 2023; he holds a B.S. in Accounting (University of Utah) and a J.D. (University of Cincinnati) . LC’s compensation disclosures emphasize strong linkage of compensation to stock performance; “compensation actually paid” has tracked TSR, with 2024 increases correlated to stock appreciation, underscoring a pay-for-performance orientation . Say‑on‑pay support was ~99% in 2024, indicating broad shareholder alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| LendingClub Bank (wholly-owned subsidiary) | SVP & General Counsel | May 2020 – Oct 2023 | Led legal function at LC’s bank subsidiary during a period of profitability focus and program evolution . |
| Comenity Bank / Comenity Capital Bank (subsidiaries of Alliance Data Systems) | Vice President, Deputy General Counsel & Secretary | Jul 2018 – May 2020 | Senior legal leadership across consumer finance bank entities . |
| Alliance Data Systems Corporation | Various leadership roles, most recently Vice President & Deputy General Counsel | Aug 2013 – Jul 2018 | Corporate legal leadership in financial services/marketing tech . |
| Franklin Capital; JPMorgan Chase Bank; U.S. Bank | In‑house legal positions | Jun 2002 – Aug 2013 | Progressive legal roles across banking institutions . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Annualized Base Salary | $315,208 | $335,000 |
| Annual Cash Bonus (paid following year) | $165,337 | $339,188 (135% funding) |
| All Other Compensation | $5,750 | $5,750 |
| Total (SCT) | $778,023 | $1,605,750 |
Notes:
- 2024 corporate bonus pool funded at 135% based on PPNR exceeding maximum in H1 and H2 and Total Revenue exceeding target in H2; no discretionary adjustments were applied to NEO payouts .
Performance Compensation
Annual Bonus Design and Outcomes (2024)
| Metric | Weighting/Structure | Target | Actual | Payout Impact |
|---|---|---|---|---|
| PPNR – H1 2024 | Up to 62.5% of target via payout curve | 75.75m | 103.5m | 62.5% |
| PPNR – H2 2024 | Up to 62.5% of target via payout curve | 100.00m | 139.8m | 62.5% |
| Total Revenue – H2 2024 | All‑or‑nothing 10% add‑on | 400.0m | 419.0m | 10.0% |
| Net Income Shortfall Adjustment | Reduces funding if quarterly GAAP NI negative | n/a | Not triggered | 0% adjustment |
| Total Corporate Funding | Cap 135% | — | — | 135% (max) |
| Individual Bonus Inputs (2024) | Eligible Salary | Target Bonus % | Target ($) | Corporate Funding | Actual Bonus Paid |
|---|---|---|---|---|---|
| Jordan Cheng | $335,000 | 75% | $251,250 | 135% | $339,188 |
Long-Term Incentives (2024 “Refresh” Program)
Structure: 25% cash-based award vesting over 3 years + 75% equity (non-CEO split 30% RSUs / 70% PBRSUs) to reduce dilution while preserving performance alignment and retention .
| Award Type | Grant Date | Quantity/Target | Key Terms | Grant-Date Fair Value |
|---|---|---|---|---|
| Cash Award (LTI portion) | Mar 21, 2024 | Target $262,500 | Vests over 3 years; subject to acceleration on CIC + involuntary termination | n/a |
| RSUs | Mar 21, 2024 | 68,735 | 3-year vest; 1/12th on May 25, 2024, then quarterly | $587,684 |
| PBRSUs – Relative TSR | Mar 21, 2024 | 27,488 target (13,744 thr; 34,360 max) | 3-year performance; TSR component (relative); separate tranche from ANI | $236,253 (total PBRSU grant FV; includes both components) |
| PBRSUs – Adjusted Net Income (ANI) | Mar 21, 2024 | Included above | 3-year performance; ANI component; payout 0–125% subject to cap rules | Included above |
Additional design details:
- 2024 PBRSUs comprise two components: Relative TSR and Adjusted Net Income; separate unearned share counts are tracked for each component .
- For other NEOs (non-CEO), equity portion allocation is 30% RSUs / 70% PBRSUs; total LTI value split 25% cash / 75% equity .
Outstanding Equity at 12/31/2024 (select items)
| Instrument | Grant Date | Unvested/Unearned Shares (#) | Valuation Basis | Market/Payout Value |
|---|---|---|---|---|
| RSUs | Mar 13, 2022 | 2,128 | $16.19 close | $34,452 |
| RSUs | Mar 12, 2023 | 14,447 | $16.19 close | $233,897 |
| PBRSUs – Relative TSR (2024 grant) | Mar 21, 2024 | 17,090 (max basis for disclosure) | $16.19 close | $276,687 |
| PBRSUs – Adjusted Net Income (2024 grant) | Mar 21, 2024 | 17,270 (max basis for disclosure) | $16.19 close | $279,601 |
Notes:
- PBRSU values shown reflect “market or payout value” of unearned shares under SEC rules; 2022 PBRSU awards for NEO cohort were determined to have 0% payout in Q1’25 (context for program rigor) .
- LC discontinued regular use of stock options; no option awards for Cheng are disclosed .
Equity Ownership & Alignment
| Holder | Beneficially Owned Shares | % Outstanding |
|---|---|---|
| Jordan Cheng | 98,682 | 0.09% (calc.) |
Inputs: 98,682 shares beneficially owned as of April 7, 2025; 114,199,832 shares outstanding (ex‑treasury) . Percentage calculated as 98,682 ÷ 114,199,832.
Alignment safeguards and policies:
- Officer ownership guidelines: Section 16 executives must hold equity equal to 2x base salary; executives have five years to comply; LC discloses executives are in compliance or on track .
- One‑year post‑vesting holding period for shares from awards granted on/after Jan 1, 2024 (promotes longer holding, reduces near‑term sell pressure) .
- Hedging and pledging prohibited for officers/directors (mitigates misalignment and leverage risk) .
- Option repricing requires shareholder approval; tax gross‑ups prohibited for Section 16 executives except relocation imputed income .
Vesting cadence and potential selling pressure:
- Time‑based RSUs vest over 3 years, typically 1/12th quarterly beginning May 25 following grant, creating a steady vesting cadence; 2024 RSUs follow this 1/12th quarterly schedule beginning May 25, 2024 .
- PBRSUs earn based on 3‑year performance; 2022 PBRSUs paid 0% (no shares delivered), indicating downside risk to performance equity and moderating supply .
Employment Terms
Severance and CIC Economics (Formulas)
| Benefit | No CIC (NEOs excl. CEO) | With CIC (NEOs excl. CEO) |
|---|---|---|
| Cash Severance | 0.5x annual salary | 1.0x annual salary (greater of pre‑CIC or termination salary) |
| Annual Bonus | Pro‑rated amount (discretionary) | 1.0x greater of target or most recent actual bonus payout |
| Health Benefits | 6 months (cash equal to COBRA premium) | 12 months (cash equal to COBRA premium) |
| Equity & 2024 Cash Award | No acceleration | Acceleration of all unvested equity and the 2024 Cash Award (double‑trigger within 12 months of CIC) |
Source: Employment Agreements summary and definitions of Cause/Good Reason/CIC; benefits paid subject to release of claims and return of property; six‑month non‑solicit applies post‑termination .
Jordan Cheng – Quantified Severance Scenarios (as of 12/31/2024; $16.19 per share)
| Scenario | Cash Severance | Bonus | Health Benefits | Continued Vesting Benefit | Acceleration Benefit | Total |
|---|---|---|---|---|---|---|
| Involuntary Termination – No CIC | $167,500 | $339,188 | $10,209 | — | — | $516,897 |
| Involuntary Termination – With CIC (double‑trigger) | $335,000 | $251,250 | $20,419 | — | $1,856,139 | $2,462,808 |
| Notes: Bonus treatment reflects program terms; acceleration benefit includes all outstanding equity and 2024 Cash Award; PBRSUs included at disclosure basis (max per SEC method), with 2022 PBRSUs excluded due to 0% payout determination . |
Contractual protections:
- Definitions of Cause, Good Reason, and Change‑in‑Control set forth in employment agreements (e.g., specified misconduct, material diminution in base compensation, relocation >50 miles; CIC includes merger/sale/majority voting power transfer) .
- At‑will employment with standard confidentiality and invention assignment; six‑month non‑solicit post‑termination .
Perquisites and benefits:
- LC discloses no executive perquisites currently; executives participate in standard employee benefit programs (e.g., 401(k), health) .
Compensation Structure Analysis
- Shift to blended LTI (25% 3‑yr cash; 75% equity) reduces dilution while maintaining performance alignment and adds a multi‑year retention lever; non‑CEO equity mix skews toward PBRSUs (70%), increasing at‑risk pay tied to relative TSR and Adjusted Net Income .
- 2024 annual bonus paid at plan max (135%) based on objective over‑achievement of PPNR and Total Revenue; no upward discretion used, indicating disciplined administration .
- Performance rigor evidenced by 0% payout for 2022 PBRSUs across NEOs (evaluated Q1’25), reinforcing downside risk in performance equity .
- Governance posture strong: 99% say‑on‑pay support (2024), robust clawback policy (restatement and misconduct/reputational harm), hedging/pledging ban, one‑year hold on new award vestings; option repricing requires shareholder vote .
Equity Ownership & Alignment (Detail)
| Item | Detail |
|---|---|
| Beneficial Ownership (4/7/2025) | 98,682 shares (includes shares issuable within 60 days, per SEC rules) |
| Ownership % of Outstanding | 0.09% (calc. using 114,199,832 shares outstanding) |
| Stock Ownership Guidelines | Section 16 executives: 2x base salary; five years to comply; executives in compliance or on track |
| Hedging/Pledging | Prohibited for officers and directors |
| Holding Period | 1‑year hold for shares from awards granted on/after Jan 1, 2024 |
Employment Terms (Vesting Schedules & Key Dates)
- Time‑based RSUs: three‑year schedule; typical vesting 1/12th starting May 25 following grant and quarterly thereafter (e.g., 2022 award starts 5/25/2022; 2023 award starts 5/25/2023; 2024 award starts 5/25/2024) .
- 2024 PBRSUs: two components (Relative TSR and Adjusted Net Income), earned over a three‑year period with separate unearned share tracking; subject to double‑trigger acceleration on CIC .
Investment Implications
- Alignment and retentive design: High portion of Cheng’s LTI is performance‑based (PBRSUs) with an added 3‑year cash LTI element and a one‑year post‑vesting hold—from an equity supply perspective, time‑based RSUs vest quarterly (steady but moderate issuance), while PBRSUs are contingent (tempering realized issuance if performance falls short) .
- Incentive signals: 2024 bonuses paid at plan max due to objective over‑achievement, but 2022 PBRSUs paid 0%—the mix creates sensitivity to both near‑term profitability/PPNR and multi‑year TSR/ANI outcomes, indicating Cheng’s incentives are aligned with sustained value creation rather than guaranteed payouts .
- Change‑in‑control overhang: Double‑trigger acceleration and quantified CIC benefits ($2.46m as of 12/31/2024) suggest limited incremental cash drain, with the largest component being equity acceleration; this is standard‑market and not excessively dilutive relative to peers .
- Governance risk low: Strong say‑on‑pay result (99%), robust clawback and anti‑hedging/pledging policies, and holding requirements reduce red flags; option repricing safeguards further align with shareholder interests .