Timothy Mayopoulos
LendingClubAbout Timothy J. Mayopoulos
Independent director at LendingClub since August 2016; age 66; Cornell University (BA) and NYU School of Law (JD). Former CEO of Fannie Mae (2012–2018), General Counsel of Bank of America, senior roles at DLJ, Credit Suisse First Boston, and Deutsche Bank; currently CEO of Power Forward Communities (since Oct 2023) and briefly served as President & CEO of Silicon Valley Bridge Bank in March 2023 . Board service includes Blend Labs, Inc. and Science Applications International Corporation (SAIC), plus several private company boards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fannie Mae | President & CEO | 2012–2018 | Led support of U.S. housing market and modernization of housing finance system |
| Fannie Mae | General Counsel; Chief Administrative Officer | 2009–2012 | Senior legal and administrative leadership post-crisis |
| Bank of America | General Counsel | Prior to 2009 | Legal leadership at major bank |
| DLJ; Credit Suisse First Boston; Deutsche Bank | Senior management roles | Prior to 2009 | Investment banking leadership |
| Davis Polk & Wardwell | Attorney | Early career | Legal practice |
External Roles
| Organization | Role | Tenure | Public/Private |
|---|---|---|---|
| Power Forward Communities | CEO | Oct 2023–Present | Nonprofit |
| Blend Labs, Inc. | Director | Current | Public |
| Science Applications International Corp. (SAIC) | Director | Current | Public |
| Valon Technologies, Inc. | Director | Current | Private |
| Bilt Technologies, Inc. | Director | Current | Private |
Board Governance
- Independence: Determined independent under NYSE rules; LendingClub’s Board has nine independent non-employee directors including Mayopoulos .
- Committee assignments: Chair, Operational Risk Committee; Member, Credit Risk & Finance Committee .
- Attendance: In 2024, Board held 8 meetings; each director attended at least 75% of Board and committee meetings; nine of ten directors attended the 2024 Annual Meeting. LendingClub Bank held 60 board/committee meetings, and each director attended at least 75% of Bank board/committee meetings .
- Board structure: Independent Chairman (Hans Morris) . Risk oversight delegated to Operational Risk and Credit Risk & Finance Committees (cybersecurity, compliance, credit, market, liquidity) .
Fixed Compensation
| Component (2024) | Policy Amount | Notes |
|---|---|---|
| Board retainer (cash) | $40,000/year | Paid semi-annually in arrears |
| Operational Risk Committee Chair | $17,500/year | Chair fee; member fee not also paid |
| Credit Risk & Finance Committee Member | $8,000/year | Member fee |
| Non-Executive Board Chair (if applicable) | $25,000/year | Not applicable to Mayopoulos |
| Bank-only committee member fees | $1,000/meeting (cap $25,000/year) | 2024 Bank-only committee met 12 times; Mayopoulos was a member |
2024 actual cash paid (director-level): $75,500 for Mayopoulos .
Performance Compensation
- Equity grants: Annual RSUs to continuing non-employee directors with grant date fair value $200,000; vest quarterly over one year .
- 2024 stock awards (grant-date fair value): $200,002 for Mayopoulos .
- Directors do not receive performance-based equity (no PBRSUs) or options; stock options discontinued company-wide for new grants; director awards are RSUs only .
Other Directorships & Interlocks
- Public boards: Blend Labs (fintech software) and SAIC (IT services) .
- Potential interlocks/conflicts: No related-party transactions disclosed involving Mayopoulos; Board reaffirmed independence for all non-employee directors .
- Note: He also serves on several private company boards; Board’s independence determination considered current/prior relationships and beneficial ownership .
Expertise & Qualifications
- Legal, regulatory, banking, and risk management expertise from leadership at Fannie Mae and Bank of America; fintech/software governance experience (Blend Labs) .
- Committee leadership in operational risk (including cybersecurity), and participation in credit, market, interest rate, and liquidity risk oversight .
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned | 150,948; less than 1% of outstanding shares |
| RSU/stock awards held (as of Dec 31, 2024) | 12,240 units (RSUs outstanding) |
| Options held | None (directors do not receive options) |
| Hedging/pledging | Prohibited for directors under insider trading policy |
| Director stock ownership guideline | Minimum $400,000 in equity value; all non-employee directors are in compliance |
Director Compensation Details (2024)
| Item | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 75,500 |
| Stock Awards (RSUs) | 200,002 |
| Total | 275,502 |
Insider Trades
| Date | Type | Shares | Price | Notes |
|---|---|---|---|---|
| — | — | — | — | No director-specific insider transactions disclosed in proxy; Section 16(a) compliance indicates timely filings in 2024 . |
Governance Assessment
- Board effectiveness: Strong risk oversight with Mayopoulos chairing Operational Risk Committee and serving on Credit Risk & Finance—highly relevant to a digital bank’s operational, cybersecurity, and credit risks . Attendance thresholds met; active engagement across parent and bank boards .
- Alignment: Director compensation mixes cash retainers with time-based RSUs; ownership guidelines require substantial equity (10x base retainer), with compliance affirmed, and hedging/pledging prohibited—supporting alignment with shareholders .
- Conflicts: No related-party transactions reported involving Mayopoulos; Board affirmed independence status; multiple external directorships in adjacent sectors warrant time-management monitoring but attendance and independence determinations mitigate concern .
- Shareholder signals: Say-on-pay support strong (approx. 99% in 2024), and 2025 say-on-pay approved; continued proposals to declassify the board and remove supermajority vote standards received majority support but fell short of two-thirds threshold—ongoing governance responsiveness by the Board .