Gary Meltzer
SoFi TechnologiesAbout Gary Meltzer
Independent director of SoFi Technologies since June 2024; age 61; Audit Committee Chair and designated “audit committee financial expert.” Meltzer spent 35 years at PricewaterhouseCoopers LLP, including as Managing Partner, is a Certified Public Accountant (CPA), and holds a B.S. in Accounting from Binghamton University. He is independent under Nasdaq rules and the Board’s determination, and joined the Board via a third‑party search process in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers LLP | Multiple roles including Managing Partner | 35 years (dates not disclosed) | Public accounting leadership; financial reporting and audit expertise |
| SoFi Bank, N.A. (subsidiary) | Director; Audit Committee Chair; Risk Committee member; Special Committee member | 2024 | Bank board leadership; earned separate bank board fees and RSUs for service |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Harris Ariel Advisory LLC | Managing Member, Executive Advisor, Consultant, Investor | Since Oct 2020 | Advisory firm leadership |
| Pontoro, Inc. | Strategic Advisor | Since Oct 2021 | Fintech advisory role |
| Apollo Realty Income Solutions, Inc. | Director | Since 2022 | Public company directorship |
| American Century Mutual Funds | Director | Since 2022 | Investment company board |
| ExcelFin Acquisition Corp. (NASDAQ: XFIN) | Director | Oct 2021–Oct 2024 | SPAC board (prior) |
Board Governance
- Independence and attendance: Board determined Meltzer is independent; only one director (not Meltzer) fell below 75% attendance in 2024, implying Meltzer met ≥75% threshold. Board met 12 times in 2024 .
- Committee leadership and expertise: Audit Committee Chair; Risk Committee member; designated “audit committee financial expert.” Audit Committee met 5x and Risk Committee 4x in 2024 .
- Board structure: Independent Chair (Tom Hutton); separation of Chair and CEO roles maintained .
| Committee | Role | Financial Expert/Sophistication | 2024 Meetings |
|---|---|---|---|
| Audit | Chair | Qualifies as “audit committee financial expert” | 5 |
| Risk | Member | — | 4 |
Fixed Compensation
- Non‑Employee Director Compensation Policy (annual cash retainers; paid quarterly; pro‑rated for partial year) :
| Position | Annual Cash Retainer ($) |
|---|---|
| Board Member | 50,000 |
| Board Chair | 75,000 |
| Audit Committee Chair | 25,000 |
| Audit Committee Member | 12,500 |
| Risk Committee Chair | 25,000 |
| Risk Committee Member | 12,500 |
| Compensation Committee Chair | 20,000 |
| Compensation Committee Member | 10,000 |
| Nominating & Gov. Chair | 15,000 |
| Nominating & Gov. Member | 7,500 |
| Special Committee Member | 10,000 |
- 2024 Director Compensation (SoFi Technologies, Inc.):
| Component (2024) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 31,250 |
| Stock Awards (Company board RSUs) | 222,466 |
| All Other Compensation (SoFi Bank board comp) | 110,944 |
| Total | 364,660 |
- Notes: He also received SoFi Bank board compensation, including a 9,887‑unit RSU grant on Sep 9, 2024 (grant date fair value $7.08 per RSU), vesting at the earlier of the next Company annual meeting after Aug 14, 2024 or first anniversary; he served as Bank Audit Chair, Bank Risk member, and Bank Special Committee member .
Performance Compensation
- Equity awards for non‑employee directors are time‑based RSUs; no performance metrics apply to director equity. Annual grant value is $250,000, with grants generally made at the annual meeting and vesting at the earlier of next annual meeting or 12 months; number of RSUs based on 30‑day trailing average share price at approval .
| Grant | Grant Date | Units | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Annual Director RSU (Company board) | Jul 8, 2024 | 35,034 | 222,466 | Vests at earlier of next annual meeting after Jul 14, 2024 or one‑year anniversary |
| SoFi Bank Board RSU | Sep 9, 2024 | 9,887 | 7.08 per unit (value incorporated in “All Other Compensation”) | Vests at earlier of next annual meeting after Aug 14, 2024 or one‑year anniversary |
| Performance Metrics Tied to Director Pay | Status |
|---|---|
| Performance conditions (e.g., revenue, TSR, EBITDA) | Not applicable; director equity is time‑based RSUs |
- Death/Disability treatment: For all employees and non‑employee directors, unvested RSUs accelerate upon death; disability yields tenure‑based acceleration (one year per two years of service) .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Conflicts Disclosed |
|---|---|---|---|
| Apollo Realty Income Solutions, Inc. | Director | Not disclosed | None disclosed - |
| American Century Mutual Funds | Director | Not disclosed | None disclosed - |
| ExcelFin Acquisition Corp. (prior) | Director | Not disclosed | None disclosed |
| Harris Ariel Advisory LLC | Managing Member | — | None disclosed - |
| Pontoro, Inc. | Strategic Advisor | — | None disclosed - |
- Related party/transactions: Company’s related party section does not disclose transactions involving Meltzer; Board affirmed his independence after reviewing relationships -.
Expertise & Qualifications
- CPA; 35 years at PwC including Managing Partner; deep financial reporting and audit oversight experience, designated as Audit Committee financial expert under SEC/Nasdaq rules .
- Governance experience across financial services and investment companies (American Century funds; Apollo Realty Income Solutions) .
- Advisory roles in fintech (Pontoro), adding sector perspective .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Total Beneficial Ownership (as of Mar 31, 2025) | 44,921 shares | Includes shares issuable upon vesting of RSUs within 60 days; <1% of outstanding - |
| % of Shares Outstanding | <1% | Based on 1,104,104,203 shares outstanding |
| Unvested Company Board RSUs (12/31/2024) | 35,034 units | From Jul 8, 2024 grant |
| Unvested SoFi Bank Board RSUs (9/9/2024) | 9,887 units | Vests per bank board schedule; issued by the Company |
- Stock ownership policy: Non‑employee directors must hold shares equal to 5x annual cash retainer; if not yet compliant, must retain at least 50% of net shares from vesting until met. As of Dec 31, 2024, a majority of covered individuals were in compliance; others are retaining 50% of net shares pending compliance .
- Hedging/pledging: Generally prohibited; any forward/option‑based hedging requires prior approvals and specific conditions .
Governance Assessment
-
Strengths:
- Independent Audit Committee Chair with CPA and deep audit background; designated financial expert; strengthens financial reporting oversight .
- Independent status affirmed by Board; no related‑party transactions disclosed; meets attendance expectations -.
- Clear director compensation structure with meaningful equity component (annual $250k RSU), ownership guidelines (5x retainer), and deferred compensation option, aligning interests with shareholders .
- Robust governance policies: clawback policy expanded in 2024, hedging/pledging restrictions, director death/disability equity acceleration; supports investor protections .
-
Watch items / potential conflicts:
- Multiple external board/advisory roles in financial services/investment management; no conflicts disclosed, but continue monitoring for related‑party transactions and information‑flow risks; Board retains related‑party review process .
-
Signals for investor confidence:
- SoFi’s 2024 say‑on‑pay approval of ~90.5% indicates broad shareholder support for compensation governance; not director‑specific but reflects overall governance posture .
- Board met 12x; only one director (not Meltzer) below 75% attendance; committee activity (Audit 5x; Risk 4x) suggests engaged oversight .