John Hele
About John Hele
Independent director since May 2023; age 66. Former CFO and EVP of MetLife, with prior senior finance roles at ING and Arch Capital; began career at Merrill Lynch. Education: B.Math, University of Waterloo; Fellow of the Society of Actuaries, Fellow of the Canadian Institute of Actuaries, Member of the American Academy of Actuaries. Tenure on SoFi board: ~2.5 years as of April 15, 2025; currently chairs the Risk Committee and is deemed independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MetLife, Inc. | Chief Financial Officer and EVP | Sep 2012 – Sep 2019 | Led finance at global life insurer; large-scale risk and capital oversight relevant to SoFi’s risk governance |
| Resolution Life Group Holdings | Board Member; later COO and President | Director: Oct 2018 – Feb 2019; COO: Feb 2019 – Mar 2023; President: Feb 2019 – Jun 2023 | Managed closed block life portfolios; deepened expertise in risk transfer and asset-liability management |
| ING Groep NV | Member of Executive Board; CFO | Not specifically dated | Senior financial leadership; European regulatory exposure |
| Arch Capital Group Ltd. (Bermuda) | CFO, Treasurer, EVP | Not specifically dated | Insurance finance and capital markets experience |
| Merrill Lynch & Co. | Investment Banking (FIG) and Private Client Group | 11 years | Capital markets and financial institutions advisory background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Portage AI Inc. | Executive Chairman | Since Sep 2023 | AI technology company (private) |
| Resolution Re Limited | Chairman and Advisor | Since Jul 2023 | Reinsurer of closed block life insurance (private) |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent director under SEC/Nasdaq standards |
| Committee Assignments | Chair, Risk Committee; no other committee memberships listed |
| Risk Committee Expertise | Board designated Hele (and Freiberg) as having “risk management expertise” commensurate with SoFi’s profile |
| Attendance | In 2024, only one director (Schwartz) was below 75%; all others (including Hele) met ≥75% of Board and committee meetings; all directors attended the 2024 Annual Meeting |
| Risk Committee Activity | Met 4 times in 2024; oversees enterprise-wide risk, IT/cybersecurity (incl. GLBA risk assessment), and BSA/AML program |
Fixed Compensation
| Year | Cash Fees ($) | Notes |
|---|---|---|
| 2024 | 82,500 | Reported total cash fees under the Non-Employee Director Compensation Policy |
| Policy Reference | — | Standard annual cash retainers: Board member $50,000; Risk Committee Chair $25,000; other committee chair/member fees per schedule (pro-rated as applicable) |
Performance Compensation
| Grant Date | Instrument | Shares/Units | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Jul 8, 2024 | RSUs | 35,034 | 222,466 | Vests in full on the earlier of the next annual meeting after the vesting commencement (Jul 14, 2024) or the 12-month anniversary |
No performance-based equity (PSUs) disclosed for non-employee directors; annual equity is time-based RSUs intended to align with stockholder value via share price.
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Portage AI Inc. | Private | Executive Chairman | None disclosed with SoFi counterparties |
| Resolution Re Limited | Private | Chairman and Advisor | None disclosed with SoFi counterparties |
| Resolution Life Group Holdings | Private | Former Director (2018–2019) | No current interlock disclosed |
Expertise & Qualifications
- Deep financial institution leadership and risk management background (CFO roles at MetLife, ING; insurance finance and ALM).
- Actuarial credentials and quantitative training—FSA, FCIA, MAAA; B.Math (Waterloo).
- Board-designated “risk management expertise” aligned with chair role on Risk Committee.
Equity Ownership
| As of | Beneficial Shares | Ownership % | Components/Notes |
|---|---|---|---|
| Mar 31, 2025 | 35,034 | <1% (star) | Includes 35,034 RSUs vesting within 60 days of record date, counted under SEC beneficial ownership rules; total shares outstanding 1,104,104,203 |
Director stock ownership guidelines require non-employee directors to hold shares equal to 5.0x annual cash retainer; if not in compliance, must retain at least 50% of net profit shares until compliant; majority of covered individuals were in compliance as of Dec 31, 2024 (remaining expected in 2025).
Governance Assessment
- Board effectiveness: Hele chairs a highly active Risk Committee with formal oversight of enterprise risk, IT/cybersecurity, and BSA/AML—appropriate for a bank holding company; designated risk expertise strengthens second-line oversight.
- Independence and engagement: Independent under Nasdaq; met required attendance thresholds; adds actuarial and insurance risk rigor to board deliberations.
- Compensation alignment: Mix of modest cash fees ($82.5k in 2024) and time-based RSUs ($222.5k grant) is standard market practice for directors; no performance metrics on director pay (common to avoid operational conflicts).
- Ownership alignment: Beneficial ownership of 35,034 shares and mandatory ownership policy (5x cash retainer with retention requirement) support alignment; no pledging/hedging permitted without approvals; margin trading prohibited.
- Conflicts/related-party exposure: No related-party transactions involving Hele disclosed; related-party review governed by Nominating & Corporate Governance Committee policy.
- RED FLAGS: None disclosed regarding attendance, related-party transactions, pledging/hedging, or legal proceedings tied to Hele.
Overall signal: Strong risk governance leadership with actuarial and insurance finance depth; standard, shareholder-friendly director pay structure; no disclosed conflicts—supportive for investor confidence in board oversight of risk and compliance.