Kelli Keough

About Kelli Keough

Kelli Keough is Executive Vice President, Group Business Unit Leader for Spend, Invest, Protect and Save at SoFi, serving since March 2023. She is 55, holds a BA from Yale and an MA/PhD in psychology from Stanford, and previously held senior roles at JPMorgan Chase (Global Head of Digital Wealth Management; Head of Product, Digital & Client Solutions) and Charles Schwab (SVP, Trading Services and optionsXpress). Company proxies do not disclose her specific pay or personal performance outcomes (TSR, revenue/EBITDA attribution) as she was not a 2024 Named Executive Officer; however, SoFi’s executive compensation program emphasizes pay-for-performance and uses Company metrics such as adjusted net revenue, adjusted EBITDA, new members, and return on tangible equity (ROTE) in determining bonuses .

Past Roles

External Roles

Fixed Compensation

• Not disclosed in public filings (Keough was not listed among the 2024 Named Executive Officers in the Compensation Discussion & Analysis) .

Performance Compensation

• SoFi’s executive annual bonus framework for 2024 (company-level) evaluated adjusted net revenue, adjusted EBITDA, new members, and ROTE; CEO payouts were capped at 200% of target and funded at 117.5% of target based on results. The program is pay-for-performance and has increased PSU usage across NEOs; Keough’s specific targets/payouts are not disclosed .

Vesting Schedules and Award Design (company-wide policy under 2021 Plan)

• RSUs typically vest: (i) for executives hired before Jan 1, 2022 – 25% at ~1 year then quarterly over 12 quarters; (ii) for executives hired on/after Jan 1, 2022 – 12.5% at ~6 months then quarterly over 14 quarters. Other schedules (3–4 years) may be used. PSUs have price hurdles ($25/$35/$45 90-day VWAP) and regulatory conditions; CEO/CFO PSUs outstanding were described in Proxy .

Equity Ownership & Alignment

• Stock Ownership Guidelines (amended July 2024): Executive officers must hold at least 3.0x annual base salary in SoFi common stock; if not compliant, must retain at least 50% of net profit shares until compliant. Unvested RSUs/PSUs do not count; valuation uses 90-trading-day weighted average price each year. Majority of covered individuals were compliant as of Dec 31, 2024; remaining individuals are retaining 50% of net profit shares .
• Hedging/Pledging: Short sales, most hedging, margin trading, and pledging are prohibited (limited exceptions for approved forward/option-based hedges under strict conditions and approvals) .
• Clawback: Adopted Oct 2, 2023; expanded July 2024 to include SVPs/VPs, misconduct-related recoupment, and time-based equity in addition to incentive comp. Applies to executive officers; recovery for three completed fiscal years preceding a restatement .

Insider Transactions and Selling Pressure (Form 4)

• Keough has executed periodic sales under a Rule 10b5-1 trading plan adopted May 21, 2024, indicating steady liquidity events aligned with vesting. Post-transaction holdings remained substantial and fluctuated with vesting/withholding events.

• Ownership as % of shares outstanding: ~0.025% based on 275,374 direct shares (Oct 20, 2025) and 1,104,104,203 shares outstanding at March 31, 2025 .

Employment Terms

• Executive Notice Period: As of 2024, offer letters/employment agreements for executive officers require 60 days’ advance written notice by either party (exceptions apply) .
• Change-of-Control/Severance: SoFi maintains double-trigger arrangements (CoC plus qualifying termination) with no excise tax gross-ups; detailed severance economics are disclosed for NEOs only. Keough’s individual severance terms are not disclosed .

Performance & Track Record

• Prior achievements: At JPMorgan, led launches of self-directed brokerage and automated investing; built U.S./international digital platforms for investing/private banking .
• SoFi at Work initiatives: Executive statements highlight partnerships expanding financial wellness access (e.g., Paychex integration) under her EVP remit, reinforcing member-centric strategy execution .

Compensation Committee Analysis

• Peer group (July 2023, used for 2024 decisions): Affirm, Ameriprise, Black Knight, Block, Capital One, Charles Schwab, Credit Acceptance, Etsy, First Horizon, Interactive Brokers, Pinterest, Rocket Companies, Robinhood, Shift4, Smartsheet, Toast, Zillow .
• Program design: Base salary + annual cash bonus + long-term equity (RSUs/PSUs); increasing PSU mix; multi-year vesting; independent consultant; clawback policy .

Risk Indicators & Red Flags

• Hedging/pledging restrictions limit misalignment risk; pledging requires approvals, margin trading prohibited .
• Clawback coverage broadened in 2024 to include SVPs/VPs and time-based equity/misconduct – enhances accountability .
• Section 16 compliance: Company reports timely filings for year ended 2024, with late filings noted for two individuals (Pinto, Freiberg); no exceptions reported for Keough .
• Insider selling: Regular Rule 10b5-1 plan sales suggest ongoing liquidity management tied to vesting; not indicative of discretionary selling beyond plan parameters .

Equity Ownership & Alignment (Policy Snapshot)

• Compliance approach: If below threshold, retain ≥50% of net profit shares until compliant; valuation at 90-trading-day weighted average closing price each year .

Investment Implications

• Alignment: Keough’s sizable direct holdings and SoFi’s stringent ownership, hedging/pledging, and clawback policies align incentives with long-term value creation while limiting misalignment behaviors .
• Selling pressure: Predictable 10b5-1 plan sales (~10k shares per month in 2025) imply steady supply from vesting, but holdings have grown around vest dates, mitigating net dilution from her activity .
• Retention risk: Standard multi-year RSU schedules (6-month cliff then quarterly vesting for post-2022 hires) provide continuing unvested value; individual severance economics are not disclosed, but company-wide double-trigger norms reduce windfall risk and encourage stability through change events .