Stephen Cutler
LendingClubAbout Stephen Cutler
Stephen Cutler, age 63, is an independent Class II director of LendingClub Corporation (LC), serving since March 2023; his current term expires at the 2025 Annual Meeting, and he is nominated for a term through 2028. He is Of Counsel at Simpson Thacher & Bartlett LLP (since January 2023), previously Partner and Global Head of Government & Internal Investigations (2018–2023), and earlier served as Vice Chairman (2016–2018) and General Counsel (2007–2016) at JPMorgan Chase & Co.; he was Director of the SEC’s Division of Enforcement (2001–2005). He holds a B.A., summa cum laude, and a J.D. from Yale University, and brings deep legal/regulatory and banking expertise to the LC Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Simpson Thacher & Bartlett LLP | Of Counsel | Jan 2023–present | Government & Internal Investigations expertise |
| Simpson Thacher & Bartlett LLP | Partner; Global Head, Government & Internal Investigations | Apr 2018–Jan 2023 | Led complex investigations practice |
| JPMorgan Chase & Co. | Vice Chairman | 2016–2018 | Senior leadership, legal strategy |
| JPMorgan Chase & Co. | General Counsel | 2007–2016 | Led legal function at global bank |
| U.S. SEC | Director, Division of Enforcement | 2001–2005 | Led federal securities enforcement |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Metropolitan Museum of Art | Board Member | Current | Non-profit governance |
| FINRA | Board Member | Prior | Market regulation oversight (prior role) |
| National Women’s Law Center | Board Member | Prior | Advocacy/governance (prior role) |
Board Governance
- Independence: LC’s Board determined Stephen Cutler is independent under NYSE rules; all nine non-employee directors are independent .
- Committee assignments:
- Audit Committee member (12 meetings held in 2024) .
- Operational Risk Committee member (4 meetings held in 2024) .
- Attendance and engagement: Board held 8 meetings in 2024; each director attended at least 75% of Board and committee meetings; nine of ten directors attended the 2024 Annual Meeting. LC Bank’s board/committees held 60 meetings in 2024; each director attended ≥75% of applicable LC Bank meetings .
- Executive sessions: Independent directors meet in executive sessions; presided over by the independent Chairman (Hans Morris) .
| Committee | Role | 2024 Meetings | Scope |
|---|---|---|---|
| Audit Committee | Member | 12 | Financial reporting integrity, internal controls, internal audit, auditor independence |
| Operational Risk Committee | Member | 4 | Technology, cybersecurity, legal/compliance (non-financial reporting), operational risks |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Board cash retainer | $40,000 (2024) | All non-employee directors |
| Audit Committee member fee | $12,500 (2024) | Member (not chair) |
| Operational Risk Committee member fee | $8,000 (2024) | Member (not chair) |
| Total cash fees paid (Stephen Cutler, 2024) | $60,500 | As reported in 2024 director compensation table |
Additional cash policy details:
- Cash retainers are paid semi-annually in arrears (June and December) .
- Non-employee directors receive no perquisites; employee directors receive no director fees .
- Concurrent LC Bank board service carries no additional compensation; separate “Bank Only Committee” per-meeting fees exist (Cutler was not listed on the 2024 Bank Only Committee) .
Performance Compensation
| Equity Component | Grant Practice | 2024 Value (Stephen Cutler) | Vesting | Performance Metrics |
|---|---|---|---|---|
| Annual RSU grant | RSUs granted on date of annual meeting to continuing directors | $200,002 | Vests quarterly over one year | None (time-based RSUs) |
| Initial Director RSU grant (on joining) | Prorated RSU grant based on time since prior annual meeting; $1,000 vests immediately for banking ownership requirements | n/a | Remainder vests on one-year anniversary of last annual meeting | None (time-based RSUs) |
Options are discontinued for equity awards; director equity is provided in RSUs (time-based), not options/PSUs .
Other Directorships & Interlocks
- Current public company directorships: None disclosed for Cutler .
- Interlocks: The proxy reports no compensation committee interlocks or insider participation among LC executives and directors at other entities (mitigates conflicts) .
Expertise & Qualifications
- Legal and regulatory leadership (SEC Enforcement Director; JPMorgan GC); deep banking/financial services experience .
- Audit Committee membership confirms financial literacy consistent with SEC/NYSE standards (committee-level determination; LC explicitly designates Landon as financial expert) .
- Public board and risk oversight experience via Audit and Operational Risk Committees .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | RSUs/Stock Awards Held (as of 12/31/2024) | Hedging/Pledging |
|---|---|---|---|---|
| Stephen Cutler | 70,221 | <1% | 12,240 RSUs | Hedging and pledging prohibited by LC policy |
Director stock ownership guideline:
- Each non-employee director must hold at least $400,000 in LC equity (10x base cash retainer); all nominees/continuing directors are in compliance or within the allowed accumulation period .
Governance Assessment
- Board effectiveness: Cutler’s dual membership on Audit and Operational Risk places him at the nexus of financial reporting integrity and operational/cyber risk oversight—valuable for a regulated digital bank .
- Independence and attendance: Independent status with documented high attendance supports investor confidence; participation in executive sessions further strengthens oversight quality .
- Compensation alignment: Director pay is modest and primarily cash retainer plus time-based RSUs; absence of options/perquisites and adherence to robust ownership guidelines demonstrates alignment without undue risk-taking incentives .
- Conflicts/related-party exposure: Proxy discloses no related-party transactions involving Cutler; LC’s Audit Committee reviews related party matters, and 2024 disclosures note only a legacy Retail Notes wind-down withdrawal by the CEO in ordinary course . Hedging/pledging bans further reduce misalignment risk .
- RED FLAGS: None disclosed for Cutler—no late Section 16 filings, no pledging, no related-party transactions, and no perquisites; continue monitoring for potential legal engagements involving Simpson Thacher with LC or major counterparties (not disclosed) .
Signals for investors: A seasoned regulatory/legal operator on Audit and Operational Risk Committees with strong attendance and independence is a positive governance signal; the director compensation structure and stock ownership guidelines indicate prudent alignment without excessive dilution or risky pay constructs .