Dana Green
SoFi TechnologiesAbout Dana Green
Independent Director at SoFi Technologies since January 2024; age 59. Green spent 32 years at the Federal Reserve Bank of New York, serving as Senior Vice President and senior bank supervisor, including supervising systemically important financial institutions and serving on key Fed System committees (Risk and Liquidity) and a BIS supervisors subcommittee focused on cross‑jurisdictional safety and soundness for emerging risks. Independence: Nasdaq/SEC‑determined independent director. Attendance: at least 75% of Board/committee meetings in 2024; attended the 2024 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Federal Reserve Bank of New York | Senior Vice President; senior bank supervisor | 1991–early 2023 | Oversaw supervision of SIFIs; supervised complex institutions during times of stress |
External Roles
| Organization | Role | Tenure | Focus/Impact |
|---|---|---|---|
| Bank for International Settlements (subcommittee of supervisors) | Member | Not disclosed | Harmonizing cross‑jurisdictional safety and soundness for emerging risks |
| Federal Reserve System | Risk Committee; Liquidity Committee member | Not disclosed | System‑level risk and liquidity oversight |
Board Governance
- Committee assignments/chair roles: No current assignments on Audit, Risk, Compensation, or Nominating & Corporate Governance committees as of April 15, 2025; no chair roles disclosed.
- Independence: Determined “independent” under SEC and Nasdaq standards.
- Attendance: In 2024, all directors except one (not Green) attended ≥75% of aggregate Board/committee meetings; all directors attended the 2024 annual meeting.
- Board leadership/structure context: Independent Chair (Tom Hutton); Board risk oversight distributed across Risk, Audit, Compensation, and Nominating & Corporate Governance committees.
Fixed Compensation
| Component (Director) | 2024 Amount | Notes |
|---|---|---|
| Cash fees (retainer + applicable fees) | $46,703 | Per 2024 director comp table |
| Equity awards (grant‑date fair value) | $352,218 | Sum of Feb and Jul 2024 RSU awards (ASC 718) |
| Total 2024 Director Compensation | $398,921 | Cash + equity |
NED Compensation Policy (2024)
| Position | Annual Cash Retainer |
|---|---|
| Board Member | $50,000 |
| Audit Chair/Member | $25,000 / $12,500 |
| Risk Chair/Member | $25,000 / $12,500 |
| Compensation Chair/Member | $20,000 / $10,000 |
| Nominating & Corporate Governance Chair/Member | $15,000 / $7,500 |
| Special Committee Member | $10,000 |
| Annual RSU (time‑based) | $250,000 value, vests by next AGM or 12 months |
Equity grant detail (2024)
| Grant date | Instrument | Shares | Grant date fair value | Vesting | Notes |
|---|---|---|---|---|---|
| Feb 22, 2024 | RSU | 15,901 | $129,752 | Fully vests on earlier of next AGM after 2/14/24 or first anniversary | Green elected to defer to DSUs under Director Deferred Compensation Plan |
| Jul 8, 2024 | RSU | 35,034 | $222,466 | Fully vests on earlier of next AGM after 7/14/24 or first anniversary | Annual director grant |
Performance Compensation
| Feature | Detail |
|---|---|
| Performance metrics | None for non‑employee directors; equity awards are time‑based RSUs per policy and grants above |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Green |
| Committee positions at other public companies | None disclosed |
| Compensation committee interlocks | None involving Green disclosed; committee interlocks section does not identify her |
Expertise & Qualifications
- 32 years as a senior bank supervisor at FRBNY; supervised SIFIs with complex risk profiles and during stress periods.
- System‑level risk governance: member of Fed Risk and Liquidity committees; BIS supervisors subcommittee on emerging risks and cross‑border safety/soundness.
- Independence and regulatory literacy suited to bank holding company oversight.
Equity Ownership
| Item | Quantity/Status | Date/Detail |
|---|---|---|
| Beneficial ownership (shares) | — (less than 1%) | As of 3/31/2025; “—, *” per beneficial ownership table |
| % of shares outstanding | * (<1%) | Based on 1,104,104,203 shares outstanding 3/31/2025 |
| RSUs outstanding | 35,034 (annual grant) | As of 12/31/2024 for continuing directors; standard vesting to next AGM/12 months |
| Deferred stock units (DSUs) | Elected deferral of Feb 2024 RSUs | Under Director Deferred Compensation Plan |
| Stock ownership guidelines | 5x annual cash retainer (directors); retain ≥50% net shares until compliant (amended Jul 2024) | Policy and amendment details |
| Hedging/pledging | Hedging and pledging generally prohibited; limited exceptions require approvals | Insider trading policy |
Governance Assessment
-
Strengths
- Regulatory risk expertise directly relevant to a bank holding company; experience spans SIFI supervision, Fed System risk committees, and BIS coordination.
- Independence confirmed under SEC/Nasdaq; Board is chaired by an independent director.
- Engagement: met ≥75% attendance threshold; attended 2024 AGM.
- Director equity is granted annually and can be deferred into DSUs, supporting alignment over tenure; stock ownership policy requires meaningful ownership (5x retainer) with retention requirements.
-
Watch items
- No Board committee assignment as of April 15, 2025 despite deep risk background; investors may monitor for future Risk/Audit placements to leverage expertise.
- Beneficial ownership shows no reported common shares as of March 31, 2025; alignment will depend on near‑term RSU vesting and progress toward the 5x retainer guideline (company notes majority are compliant; individual status not disclosed).
-
Conflicts/related‑party exposure
- Proxy’s “Certain Relationships and Related Person Transactions” section describes review/approval framework; no related‑party transaction involving Green is disclosed.
- Insider trading policy restricts hedging/pledging; no pledging disclosed for Green.
-
Compensation mix (2024, Green)
- Cash: $46,703; Equity: $352,218; Total: $398,921 (≈12% cash / 88% equity), consistent with equity‑heavy alignment for non‑employee directors.
-
Board risk oversight context
- Risk oversight is centralized in the Board’s Risk Committee (IT/cyber, BSA/AML, ERM), with complementary oversight by Audit, Compensation, and Nominating & Corporate Governance committees.
No red flags identified regarding independence, related‑party dealings, or attendance. Key monitoring items are committee placement to maximize impact and the pace of ownership guideline attainment.