Michael Zeisser
LendingClubAbout Michael Zeisser
Independent director (age 60) serving on LendingClub’s board since September 2019 (Class III; current term expires at the 2026 annual meeting). He is Managing Partner of FMZ Ventures; previously Chairman, U.S. Investments at Alibaba Group (2013–Apr 2018), SVP at Liberty Media (2003–2013), and a partner at McKinsey. He holds degrees from the University of Strasbourg and Northwestern University’s Kellogg School of Management, bringing corporate development, strategy, and consumer marketplace expertise.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alibaba Group | Chairman, U.S. Investments | 2013 – Apr 2018 | Led Alibaba’s strategic investments outside Asia |
| Liberty Media Corporation | Senior Vice President | 2003 – 2013 | Led investments in digital media, online gaming, and commerce |
| McKinsey & Company | Partner | Prior to Liberty Media | Strategy and operations advisory experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| FMZ Ventures | Managing Partner | Current | Growth equity fund focused on experience economy and marketplace ecosystems |
| Global Technology Acquisition Corp. | Director | Oct 2021 – Apr 2024 | Former public SPAC directorship |
| Shutterfly; TripAdvisor; IAC; TIME Inc.; XO Group | Director (prior) | — | Prior public company boards (historical) |
| Several privately held companies | Director | Current | Serves on boards of several private companies |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Zeisser is independent under NYSE rules |
| Committee assignments | Chair: Compensation Committee; Chair: Nominating & Corporate Governance Committee |
| Committee meeting cadence (2024) | Compensation: 6 meetings; Nominating & Corporate Governance: 3 meetings |
| Board meetings (2024) | 8 meetings; each director attended at least 75% of Board and applicable committee meetings |
| Bank subsidiary board service | All LC directors concurrently serve on LendingClub Bank’s board; 60 bank/committee meetings in 2024; each director attended ≥75% |
| Board leadership | Independent Chairman of the Board (John C. “Hans” Morris) |
| Executive sessions | Independent directors meet periodically in executive session, chaired by the independent Board Chair |
| Compensation interlocks | None; no LC executives served on other companies’ boards/comp committees with LC comp committee members |
Fixed Compensation (Non‑Employee Director; 2024)
| Component (per program) | Amount | Notes |
|---|---|---|
| Base director retainer | $40,000 | Standard annual cash retainer |
| Compensation Committee Chair retainer | $17,500 | Chair premium |
| Nominating & Corporate Governance Chair retainer | $10,000 | Chair premium |
| Total cash (Zeisser actual 2024) | $67,500 | Matches program math for his chair roles |
| Bank-only committee per-meeting retainers | $2,000 chair / $1,000 member (cap $25,000) | Only for Bank-only committees without corresponding Board committee; directors receive no extra pay for standard concurrent bank board service |
Performance Compensation (Non‑Employee Director; 2024)
| Equity Award Type | Grant Policy / Schedule | Value | Vesting |
|---|---|---|---|
| Annual RSU grant (continuing directors) | Granted on annual meeting date | $200,000 target value (Zeisser 2024: $200,002) | Vests quarterly over one year |
| Initial RSU grant (new directors) | Pro‑rated to time from last annual meeting; at least $1,000 vests immediately to satisfy banking regs | Target $200,000 prorated | Remainder vests on one-year anniversary of last annual meeting |
Director equity awards are time‑based (no performance metrics); options are not used for director comp.
Other Directorships & Interlocks
- Current public company boards: Not disclosed; biography lists current roles at private companies only.
- Prior public company boards include Global Technology Acquisition Corp. (Oct 2021–Apr 2024), Shutterfly, TripAdvisor, IAC, TIME Inc., and XO Group.
- Compensation Committee interlocks: none disclosed.
Expertise & Qualifications
- Corporate development, strategy, and consumer marketplaces expertise from Alibaba, Liberty Media, and McKinsey; public board experience across multiple consumer internet/media companies.
- Governance leadership: chairs both the Compensation Committee and Nominating & Corporate Governance Committee.
- Independent director status under NYSE rules.
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % Outstanding | As‑of Date |
|---|---|---|---|
| Michael Zeisser | 154,138 | <1% | April 7, 2025 |
| Equity Detail (as of Dec 31, 2024) | Count |
|---|---|
| Total options held | — |
| Total stock awards held (RSUs) | 12,240 |
- Director stock ownership guidelines: Each non‑employee director must hold ≥$400,000 in LC equity (10x base retainer) within 3 years; all nominees/continuing directors are in compliance or on track within the allowed timeframe.
- Section 16(a) compliance: No directors or officers failed to file on a timely basis during 2024.
- Pledging/hedging: No pledging by Zeisser disclosed; not discussed for directors in the proxy sections cited.
Governance Assessment
Strengths and investor confidence signals
- Independent director chairing both Compensation and Nominating & Corporate Governance Committees; both committees comprised solely of independent directors; retention of independent consultant FW Cook with no conflicts found.
- Board implemented robust compensation governance including NYSE/SEC‑aligned clawback policy, prohibition on executive tax gross‑ups (with limited exceptions), and shareholder vote requirement for any stock option repricing.
- Director compensation is equity‑heavy (2024: $200,002 RSUs vs. $67,500 cash for Zeisser), aligning directors with shareholders; quarterly vesting promotes ongoing alignment.
- Strong meeting cadence and attendance disclosure (Board: 8; Comp: 6; Nominating: 3; each director ≥75% attendance), plus periodic independent‑only executive sessions under an independent Board Chair.
Watch items / potential risks
- Concentration of governance responsibilities (chairs Comp and Nominating) in a single director increases workload; mitigated by independent Board leadership and committee independence.
- Related‑party and conflicts: Proxy discloses no related‑party transactions involving Zeisser; ongoing monitoring warranted given external investment activities (FMZ Ventures).
- Dilution sensitivity remains a broader LC topic; Board/management addressed with commitments to reduce equity overhang and utilization and increased use of cash—ongoing execution should be monitored by the Comp Committee (chaired by Zeisser).
Board Governance (committee detail)
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Compensation | Chair | 6 | Oversees executive/director pay, annual cash bonus, long‑term incentives, and human capital philosophy |
| Nominating & Corporate Governance | Chair | 3 | Board composition, nominations, governance policies, and ESG oversight |
| Audit | — | 12 | Not a member; Audit composed entirely of independent directors |
| Credit Risk & Finance | — | 4 | Not a member |
| Operational Risk | — | 4 | Not a member |
Director Compensation (Zeisser; 2024)
| Category | Amount |
|---|---|
| Fees earned or paid in cash | $67,500 |
| Stock awards (RSUs) | $200,002 |
| Total | $267,502 |
Cash fee components consistent with program: $40,000 base + $17,500 Comp Chair + $10,000 Nominating Chair = $67,500.
Related-Party Transactions and Compliance
- Related‑party review is performed by the Audit Committee; the only related‑party transaction disclosed for 2024 pertained to CEO withdrawals related to legacy Retail Notes wind‑down; none were disclosed for Zeisser.
- Section 16(a) reports were timely for all directors and officers in 2024.
Compensation Committee Highlights under Zeisser’s Chairmanship (context)
- Independent consultant FW Cook retained; independence affirmed in Dec 2024.
- 2024 annual bonus design centered on PPNR by half-year with guardrails and revenue add-on; PBRSUs revised to include multi‑year Adjusted Net Income plus relative TSR vs. a defined basket, reflecting shareholder feedback for operating metrics in performance equity.
- One‑time CEO supplemental RSU award in 2024 for retention with a two‑year cliff; Committee indicated no intention to repeat.
These actions reflect an active pay governance posture responsive to shareholder feedback and alignment goals; while committee actions are collective, the Chair plays a central coordinating role.