Clara Liang

About Clara Liang

Independent director at SoFi Technologies since May 2021; previously served on Social Finance’s board from October 2019 to May 2021. Age 45. Currently Head of Strategy & Operations at Stripe; prior roles include VP/GM, International & Commercial Operations at Airbnb, Chief Product Officer at Jive Software, and 11 years at IBM. Education: B.S. in Symbolic Systems (Stanford) and M.S. in Technology Commercialization (University of Texas at Austin). We believe her credentials reflect deep operating experience in scaling global technology and financial services platforms .

Past Roles

External Roles

Board Governance

• Independence: Board determined Ms. Liang is independent under SEC and Nasdaq rules .
• Attendance: Board met 12 times in 2024; no director other than Mr. Schwartz attended fewer than 75% of combined Board and committee meetings, implying Ms. Liang met the 75% threshold. All directors attended the 2024 annual meeting .
• Committee assignments (current): Audit Committee member; Compensation Committee member .
• Committee history (illustrative): Audit and Nominating & Corporate Governance Committees (May 2022) .
• Governance structures relevant to conflicts/risk:
  • Nominating & Corporate Governance Committee reviews/approves or ratifies related party transactions; oversees reputational/political risk and succession .
  • Risk Committee oversees enterprise-wide risk, IT/cybersecurity, and BSA/AML .
  • Audit Committee oversees financial reporting and internal controls; chaired by Gary Meltzer .

Fixed Compensation (Director)

NED Compensation Policy (structure, 2024): Board member $50,000 cash retainer; committee fees (Audit Chair $25,000; Audit Member $12,500; Risk Chair $25,000; Risk Member $12,500; Compensation Chair $20,000; Compensation Member $10,000; Nominating Chair $15,000; Nominating Member $7,500; Special Committee Member $10,000) .

Performance Compensation (Director)

• Annual director equity guideline: $250,000 in RSUs, sized on trailing 30-day average price at approval; awards made at annual meeting and vest at next annual meeting/12 months. 2024 grants executed at $222,466 value given share price inputs .
• Director equity is time-based; no performance metrics (PSUs) disclosed for non-employee directors .
• Death/disability policy: Upon death, all unvested RSUs accelerate and vest; upon disability, tenure-based acceleration (one year for every two years of service) .

Other Directorships & Interlocks

Expertise & Qualifications

• Core expertise: Global technology scaling, product leadership, international operations; financial technology strategy and operations .
• Education: Stanford (B.S., Symbolic Systems); UT Austin (M.S., Technology Commercialization) .
• Board-relevant qualifications: Technology and fintech operating leadership; contributes to Audit and Compensation Committee oversight with product/operational perspective .

Equity Ownership

Governance Assessment

• Board effectiveness: Liang’s dual committee service (Audit and Compensation) and consistent attendance support engagement and oversight contributions; independence affirmed under Nasdaq standards .
• Alignment: Director equity is delivered in RSUs with annual vesting tied to board service; stock ownership policy (5x retainer) strengthens alignment; death/disability acceleration policy is standard for director retention and welfare .
• Compensation governance: Compensation Committee (includes Liang) operates under independence standards, uses an independent consultant (Compensia), and maintains risk-aware incentive design for executives (informative for committee oversight quality) .
• Conflicts/potential exposure:
  • External executive role at Stripe (payments) in a broader financial services ecosystem alongside SoFi; the proxy does not disclose any related-party transactions involving Liang. Oversight by Nominating & Corporate Governance Committee on related-party matters and reputational/political risks mitigates perceived conflict risk .
• RED FLAGS:
  • None disclosed specific to Liang on attendance, related-party transactions, pledging, or say-on-pay issues. Board-wide policies restrict hedging/pledging and establish clawbacks (primarily executive-focused), indicating strong governance posture .

Overall signal: Independent, multi-committee participation with solid tech/fintech operating pedigree; compensation/ownership structures indicate alignment; no disclosed conflicts or attendance concerns in filings reviewed .

Appendix – Director Compensation Detail (2024)

Appendix – Committee Summary (as of Apr 15, 2025)