Kathryn Reimann
LendingClubAbout Kathryn Reimann
Independent director of LendingClub Corporation since August 2022; age 68; serves on the Audit Committee and the Operational Risk Committee of both LendingClub Corporation and LendingClub Bank . The Board determined she is independent under NYSE rules, and she met the ≥75% attendance threshold for Board and committee meetings in 2024, as did all directors; she also met ≥75% attendance for LendingClub Bank board/committees and attended the 2024 annual meeting with nine of ten directors present . Reimann brings extensive consumer financial regulation, bank governance, and compliance risk management expertise; she holds an A.B. from Princeton University (School of Public and International Affairs) and a J.D. from NYU School of Law .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Citibank NA and Citi Global Consumer Banking | Chief Compliance Officer & Managing Director | Aug 2006 – Jul 2018 | Led consumer banking compliance; governance and ethics leadership |
| American Express | Global Compliance Head & Managing Counsel | Earlier (dates not disclosed) | Global compliance leadership; regulatory policy |
| Lehman Brothers | Chief Compliance Officer | Earlier (dates not disclosed) | Investment bank compliance oversight |
| Treliant | Senior Managing Director | Aug 2018 – Oct 2019 | Advisory on regulatory compliance and risk management |
| American Law Institute | Elected Member | Since 2016 | Advisor on compliance principles project |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Oliver Wyman | Senior Advisor | Since Sep 2021 – present | Regulatory compliance, risk management, governance, ethics |
| Lyncroft Compliance LLC | Principal | Since Feb 2021 – present | Compliance advisory services |
| NYU School of Law (Program on Corporate Compliance & Enforcement) | Adjunct Professor & Senior Fellow | Since Dec 2019 – present | Academic leadership in corporate compliance |
| Hummingbird Regtech | Regulatory Advisor | Since Jan 2020 – present | Regtech advisory |
| University of Miami Law School | Lecturer (ethics & compliance) | Since Sep 2023 – present | Ethics and compliance instruction |
Board Governance
| Governance Item | Status/Detail |
|---|---|
| Independence | Board determined Reimann is independent under NYSE rules |
| Board tenure | Director since 2022 (Class III), current term expires 2026 |
| Committee assignments (Corp.) | Audit Committee member; Operational Risk Committee member |
| Committee assignments (Bank) | Concurrent service on corresponding LendingClub Bank committees; no extra pay for concurrent service |
| Committee meetings (2024) | Audit Committee held 12 meetings; Operational Risk Committee held 4 meetings |
| Attendance (2024) | ≥75% attendance for Board and committees; ≥75% attendance for LendingClub Bank board/committees; nine of ten directors attended 2024 annual meeting |
| Executive sessions | Independent directors meet in executive sessions periodically; presided by independent Chairman |
| Chair roles | None disclosed for Reimann; committee chairs listed for others |
Fixed Compensation
| Component | Policy/Rate | 2024 Amount (Reimann) |
|---|---|---|
| Board annual cash retainer | $40,000 per year | Included in total cash fees |
| Audit Committee member fee | $12,500 per year | Included in total cash fees |
| Operational Risk Committee member fee | $8,000 per year | Included in total cash fees |
| Bank-only committee member fee | $1,000 per meeting; cap $25,000/year | Eligible; served on 2024 Bank Only Committee (12 meetings) |
| Total cash fees (2024) | Sum of applicable retainers | $72,500 |
Performance Compensation
| Component | Structure | 2024 Detail |
|---|---|---|
| Annual RSU grant | $200,000 grant-date fair value; vests quarterly over one year | $200,002 grant-date fair value |
| Initial director RSU grant (prorated) | $200,000 prorated by days since last AGM; $1,000 vests immediately; remainder vests at next AGM anniversary | Not applicable in 2024 (Reimann joined in 2022) |
| Options/PSUs | Not used for non-employee directors (no option grants in 2024); director awards are RSUs | None (options: 0; RSUs granted) |
| Performance metrics tied to director pay | Not applicable; director RSUs are time-based, not performance-linked |
Other Directorships & Interlocks
- Other current public company boards: none disclosed in Reimann’s biography .
- Potential network interlocks: Prior American Express experience overlaps with director Janey Whiteside (former EVP/Chief Customer Officer at Walmart; previously at American Express) which may aid information flow on consumer finance practices . Prior large-bank compliance leadership complements board members with banking backgrounds (e.g., Morris/Citi; Selleck/MUFG Union Bank) enhancing risk oversight .
Expertise & Qualifications
- Consumer financial regulation, governance, and compliance risk management across global banks and diversified financials .
- Academic and advisory roles in compliance/regtech reinforce technical proficiency and ethical oversight .
- Education: A.B. Princeton (SPIA); J.D. NYU School of Law .
Equity Ownership
| Ownership Item | Detail |
|---|---|
| Total beneficial ownership (shares) | 60,022 shares |
| Ownership % of outstanding | Less than 1% (per beneficial ownership table notation “*”) |
| RSUs/options held (12/31/2024) | 12,240 RSUs; 0 options |
| Shares pledged as collateral | Prohibited under insider trading policy; no pledging allowed |
| Hedging of company stock | Prohibited; no short sales or derivatives allowed |
| Director ownership guideline | Required to hold ≥$400,000 in equity (10x base cash retainer); within 3 years |
| Guideline compliance | All directors in compliance or within allowed accumulation period |
| Section 16 compliance | No late filings; all required reports timely in 2024 |
Governance Assessment
- Board effectiveness: Reimann’s deep compliance and consumer banking background aligns with LendingClub’s regulated bank business and fintech model; her Audit and Operational Risk Committee roles support robust risk oversight, including cybersecurity and regulatory compliance . Independence and adequate attendance underpin governance quality and investor confidence .
- Alignment and incentives: Director pay mix balances modest cash retainers with time-based RSU grants; no performance-linked director equity reduces pay-for-performance sensitivity but aligns with standard bank governance practices; strong director ownership guidelines and anti-hedging/pledging policies support alignment .
- Conflicts and related-party exposure: No related-party transactions disclosed involving Reimann; Audit Committee reviews related-party matters; no tax gross-ups or pledging permitted—reducing red flags .
- Signals: Board pursuing declassification and removal of supermajority voting; responsive shareholder engagement; these governance reforms may strengthen accountability and investor confidence. Note: proposals are Board-wide; director-specific signal is participation in governance framework .
RED FLAGS: None disclosed specific to Reimann (no attendance shortfalls, no related-party transactions, no hedging/pledging, no director option repricing) .