Anthony Noto
SoFi TechnologiesAbout Anthony Noto
Anthony Noto, 56, is SoFi’s Chief Executive Officer and a Director. He became CEO of Social Finance in February 2018 and has served as CEO and Director of SoFi since May 2021 following the business combination. He holds a B.S. from the U.S. Military Academy and an M.B.A. from Wharton. He previously served as Twitter’s COO (2016–2017) and CFO (2014–2017), Co-Head of TMT Investment Banking at Goldman Sachs (2010–2014), and CFO of the NFL (2008–2010) .
Performance snapshot from proxy disclosures: cumulative SoFi TSR value of a $100 investment stood at 67.99 at year-end 2024 versus 144.52 for the Nasdaq Composite peer index; adjusted net revenue (company-selected measure) was $2,606,170 thousand in 2024, up from $2,073,940 thousand in 2023 and $1,540,492 thousand in 2022 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SoFi (and Social Finance pre-combination) | Chief Executive Officer | 2018–present (Social Finance 2018–May 2021; SoFi May 2021–present) | — |
| Twitter (now X) | Chief Operating Officer | 2016–2017 | — |
| Twitter (now X) | Chief Financial Officer | 2014–2017 | — |
| Goldman Sachs | Co-Head, Global TMT Investment Banking | 2010–2014 | — |
| National Football League | Chief Financial Officer | 2008–2010 | — |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| Franklin Resources, Inc. (NYSE: BEN) | Director | Feb 2020 | — |
| Warner Bros. Discovery, Inc. (NASDAQ: WBD) | Director | Jan 2025 | — |
Board Governance
- Board leadership: Independent Chair (Tom Hutton) and Vice Chair (Steven Freiberg). Noto serves as CEO and Director; he is not listed on standing board committees per the committee roster .
- Committee independence and oversight: Compensation Committee comprised solely of independent directors; it met eight times in 2024 and retains an independent compensation consultant (Compensia) with no conflicts in 2024 .
- Director compensation: Noto receives no additional compensation for board service in his capacity as a director .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of Salary) | Target Bonus ($) | Actual Bonus ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2022 | 965,385 | 200% | 1,930,770 | 2,340,559 | 186,935 | 12,893,293 |
| 2023 | 1,000,000 | 200% | 2,000,000 | 2,712,000 | 355,850 | 18,263,886 |
| 2024 | 1,000,000 | 200% | 2,000,000 | 2,585,000 | 355,000 | 28,072,183 |
- Target bonus policy: Noto’s target annual cash bonus is 200% of base salary (with plan-level caps at 200% of target for the annual bonus program) .
- Perquisites: “All Other Compensation” includes residential security services for the CEO .
Performance Compensation
2024 Annual Cash Bonus Plan
- Structure and weightings (selected in Feb 2024): Adjusted net revenue (35%), adjusted EBITDA (35%), ROTE (15%), new members (15%); plan capped at 200% of target; risk-management modifier applied .
- 2024 Achievement and payout: Adjusted net revenue 105% of target (118% payout); adjusted EBITDA 93% (109%); new members 134% (138%); ROTE 101% (115%); aggregate plan funding adjusted to 117.5%. Noto’s individual multiplier was 110%, yielding a 129% payout ($2,585,000) .
| Metric | Weight | 2024 Target Achieved | Payout % | Vesting/Payment |
|---|---|---|---|---|
| Adjusted net revenue | 35% | 105% | 118% | Paid March 2025 |
| Adjusted EBITDA | 35% | 93% | 109% | Paid March 2025 |
| New members | 15% | 134% | 138% | Paid March 2025 |
| ROTE | 15% | 101% | 115% | Paid March 2025 |
| Aggregate funding | — | — | 117.5% plan; 129% for Noto with individual multiplier | Paid March 2025 |
Long-Term Equity Awards (2024 grants)
- RSUs: Granted 2,178,650 RSUs on Feb 13, 2024; vest in 16 equal quarterly installments beginning June 14, 2024; grant-date fair value $17,472,773 .
- PSUs: Target 726,217 PSUs on Feb 13, 2024 (threshold/maximum 0/1,361,657), performance measured Jan 1, 2024–Dec 13, 2026 on (i) Absolute Growth in Tangible Book Value, (ii) TSR percentile vs Nasdaq Composite, and (iii) Total Risk-Weighted Capital Ratio (forfeiture if below threshold) .
- Program evolution and alignment: In response to shareholder feedback, CEO’s PSU mix increased from 25% of LTI in 2024 to 50% in 2025; other NEOs began PSU integration in 2025 with plans to reach 50% in 2026 .
| Award | Grant Date | Shares/Target | Vesting/Measurement | Grant Date FV ($) |
|---|---|---|---|---|
| Time-vesting RSUs | 2/13/2024 | 2,178,650 | 16 equal quarterly vests starting 6/14/2024 | 17,472,773 |
| Performance Stock Units | 2/13/2024 | 726,217 target (0–1,361,657) | 1/1/2024–12/13/2026; TBV growth, TSR modifier, TRC floor | 6,659,410 |
Equity Ownership & Alignment
- Beneficial ownership (as of March 31, 2025): 21,501,778 shares (1.9% of 1,104,104,203 outstanding), including 11,676,760 options exercisable within 60 days and 33,259 shares held by spouse .
- Outstanding awards at 12/31/2024 (select CEO items):
- Stock options: 5,228,400 @ $6.19 (exp. 3/12/2028); 6,448,360 @ $9.86 (exp. 3/12/2028); all vested and immediately exercisable; close price was $15.40 on 12/31/2024 (in-the-money) .
- Unvested RSUs: 1,770,154 (2024 grant); 847,424 (2023 grant); 1,016,261 (2022 grant); 94,853 (2020 grant) .
- Unearned/Performance Awards: 2,142,859 PSUs (price-hurdle award from 2021); 726,217 PSUs (2024 grant) .
| Category | Detail |
|---|---|
| Ownership % and shares | 21,501,778 shares; 1.9% of outstanding |
| Options | 5,228,400 @ $6.19; 6,448,360 @ $9.86; exp. 3/12/2028; all vested; 12/31/2024 close $15.40 |
| Unvested RSUs (12/31/24) | 1,770,154 (2024), 847,424 (2023), 1,016,261 (2022), 94,853 (2020) |
| PSUs (unearned at 12/31/24) | 2,142,859 (2021 price-hurdle), 726,217 (2024 TBV/TSR/TRC) |
| Stock ownership policy | CEO minimum 6x base salary; July 2024 amendment requires retention of ≥50% net shares until compliant; majority in compliance as of 12/31/24; full compliance anticipated in 2025 |
| Hedging/pledging | Hedging generally prohibited (limited pre-approved exceptions); margin trading and pledging prohibited unless both Compliance Officer and Board approve |
Note: The proxy does not indicate any shares pledged by Mr. Noto; pledging requires advance approvals under policy .
Employment Terms
- Employment agreement: Noto Agreement dated Jan 23, 2018 (amended Feb 26, 2018); target bonus increased in 2022 to 200% of salary; participation rights to maintain percentage ownership in equity financings .
- Severance (Qualifying Termination): Lump-sum 12 months’ salary + 100% of annual bonus (higher of target or projected actual), 12 months of company-paid benefits, and 12 months’ additional vesting credit with performance-based awards treated at least at target/projection .
- Severance (Qualifying Termination in connection with Change of Control): Lump-sum 18 months’ salary + 150% of annual bonus (higher of target or projected actual), 18 months benefits, and full acceleration of equity (performance treated at maximum) .
- Automatic acceleration: All equity awards accelerate if they would otherwise be canceled for no consideration upon a Change of Control .
- Estimated payouts (12/31/2024 basis):
- Qualifying Termination: $3,585,000 cash; $35,939,226 equity acceleration; $39,897 benefits; total $39,564,124 .
- Qualifying Termination with Change of Control: $5,377,500 cash; $57,421,857 equity acceleration; $59,846 benefits; total $62,859,202 .
- Executive notice period policy (adopted 2024): 60 days’ advance notice by either party; exceptions for cause; company may relieve duties during notice while continuing pay/benefits .
- Clawback policy: Effective Oct 2, 2023 and amended July 2024—recovers erroneously awarded incentive pay after restatements; expanded to misconduct-related recoupment and time-based equity; applies to SVP/VPs as well .
- No excise tax gross-ups on CoC benefits; no option repricing without shareholder approval .
Compensation Structure Analysis
- Mix and trends: CEO total reported compensation increased to $28.1M in 2024 vs $18.3M in 2023 and $12.9M in 2022, driven largely by the 2024 LTI award sized across a four-year vesting schedule and inclusion of PSUs (25% of 2024 LTI; moving to 50% in 2025) .
- Pay-for-performance features: Annual cash plan tied to adjusted net revenue, adjusted EBITDA, ROTE, and member growth with risk-management modifier; PSUs tied to TBV growth with TSR modifier and a capital ratio guardrail, aligning compensation with profitability, shareholder returns, and prudential capital .
- Shareholder responsiveness: Strong Say-on-Pay support (90.5% in 2024) and subsequent introduction/increase of PSUs address prior proxy advisor feedback on performance-based LTI .
- Risk controls: Clawback expanded in 2024; hedging/margin/pledging restrictions; double-trigger CoC; independent comp committee and consultant .
Performance & Track Record
Adjusted Net Revenue Trend (Company-Selected Measure)
| Year | Adj. Net Revenue ($ thousands) |
|---|---|
| 2020 | 621,207 |
| 2021 | 1,010,325 |
| 2022 | 1,540,492 |
| 2023 | 2,073,940 |
| 2024 | 2,606,170 |
Shareholder Return Context
| Measure | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Value of $100 invested – SoFi TSR | 70.42 | 20.35 | 43.93 | 67.99 |
| Value of $100 invested – Nasdaq Composite | 114.30 | 77.11 | 111.54 | 144.52 |
- 2024 operating performance vs plan (bonus metrics): SoFi achieved 105% of adjusted net revenue target, 93% of adjusted EBITDA target, 134% of new members, and 101% of ROTE, yielding 117.5% plan funding (129% for Noto with individual multiplier) .
Equity Vesting and Potential Selling Pressure
- Time-vesting cadence: The Feb 13, 2024 RSU award vests in 16 equal quarterly tranches beginning June 14, 2024, creating regular vest events through 2028 that can lead to periodic tax-driven selling activity by the CEO and withholding by the company .
- Performance-based supply: 2024 PSU vesting depends on TBV growth and TSR (with capital ratio guardrail); 2021 price-hurdle PSUs require sustained stock-price levels ($25/$35/$45 90-day VWAP hurdles) and regulatory standards, gating additional vesting-related share issuance .
- Policy mitigants: Ownership guideline (6x salary) with mandatory 50% net-share retention until compliance; hedging/margin/pledging limitations limit adverse alignment risks .
Compensation Peer Group (benchmarking)
The Compensation Committee uses a peer group across tech/consumer finance/regional banks, including names such as Affirm, Rocket, Block, Charles Schwab, Robinhood, Toast, Zillow, among others; peer group was refreshed in 2023 to adjust for outsized constituents .
Say‑on‑Pay & Shareholder Feedback
- Say-on-Pay approval: 90.5% support at 2024 Annual Meeting on 2023 NEO compensation .
- Program changes responsive to feedback: Introduced PSUs in 2024 and increased PSU weighting in 2025; capped cash plan payouts at 200% of target .
Investment Implications
- Alignment improving: The shift to PSU-based LTI (TBV growth with TSR modifier and capital guardrail) increases linkage to durable book value expansion and market-relative returns, a positive for pay-performance alignment and long-term value creation .
- Supply overhang manageable but present: Quarterly RSU vesting through 2028 and potential PSU settlements create periodic vest-driven share supply; ownership guidelines and retention requirements partially mitigate discretionary selling pressure .
- Retention and downside protection: Double-trigger CoC benefits with full acceleration, plus robust single-trigger protections if awards would be canceled, reduce turnover risk but create sizable potential payouts in sale scenarios (e.g., $62.86M change-of-control scenario at 12/31/2024 prices) .
- Governance structure offsets dual-role risk: Independent Chair and independent Compensation Committee with an external consultant provide checks on CEO pay and governance, supporting investor confidence despite CEO-director dual role .
- Ownership “skin-in-the-game”: 1.9% beneficial ownership (including deeply in-the-money options) and a 6x-salary ownership policy support alignment with shareholders; pledging and hedging are constrained by policy .