Steven Freiberg
SoFi TechnologiesAbout Steven Freiberg
Steven Freiberg, 68, is Vice Chairman of SoFi’s Board and an independent director. He has served on SoFi’s board since May 2021 (previously Social Finance director from March 2017) and brings three decades of consumer finance leadership, including CEO of E*TRADE and Co‑Chairman/CEO of Citigroup’s Global Consumer Group. He is designated an Audit Committee financial expert and a member with “risk management expertise,” reflecting deep oversight credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Social Finance (pre-SoFi Tech) | Interim CFO | May 2017–June 2018 | Supported finance leadership during transition |
| Social Finance (pre-SoFi Tech) | Senior Advisor | July 2018–June 2019 | Consulting on strategy/operations |
| E*TRADE Financial Corporation | Chief Executive Officer | Not disclosed (CEO tenure referenced) | Led electronic trading platform |
| Citigroup | Co‑Chairman & CEO, Global Consumer Group; multiple roles over ~30 years | Not disclosed | Led global consumer banking businesses |
| Fair Square Financial, LLC | Co‑founder & Chairman | 2016–Dec 2021 | Built card issuer; exited via acquisition |
| Portage Financial Technology Acquisition Corp (NASDAQ: PFTA) | Chairman of the Board | Aug 2021–July 2023 | Led SPAC governance |
| Compass Digital Acquisition Corp (NASDAQ: CDAQ) | Board Member | Dec 2021–Sept 2023 | SPAC director |
| Grand Vista Partners; BCG; TowerBrook; Portage Venture Funds | Founder/Senior Advisor | Not disclosed | Advisory roles in financial services |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Regional Management (NYSE: RM) | Board Member | Since July 2014 | Consumer finance; sector adjacency to SoFi |
| Rewards Network | Board Member | Since 2017 | Merchant rewards/fintech adjacency |
| Purchasing Power, LLC | Board Member | Since 2017 | Consumer purchasing programs |
| MasterCard (NYSE: MA) | Board Member (prior) | Sept 2006–June 2022 | Global payments; prior service |
Board Governance
- Independence: Board determined Freiberg is independent under SEC/Nasdaq rules; independence review noted his son’s non‑executive employment at SoFi and still affirmed independence .
- Attendance: Board met 12 times in 2024; no director other than Harvey Schwartz fell below 75% attendance of board+committees, indicating Freiberg met the ≥75% threshold .
- Committee assignments (2025): Audit Committee member; Risk Committee member; Compensation Committee Chair. Audit Chair role transitioned from Freiberg to Gary Meltzer in January 2025 .
- Expertise designations: Audit Committee financial expert; Risk Committee “risk management expertise” designation .
- Subsidiary oversight: Served on SoFi Bank’s Board as Chair and Audit Committee Chair in 2024, reflecting expanded governance scope and additional compensation .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (SoFi) | 115,000 | Board/committee retainers under NED policy |
| Stock Awards (SoFi RSUs) | 222,466 | Annual RSU grant fair value |
| All Other Compensation (SoFi Bank) | 238,379 | SoFi Bank board/committee compensation |
| Total | 575,845 | Sum of components |
| NED Cash Retainer Schedule (2024) | Annual ($) | Notes |
|---|---|---|
| Board Member | 50,000 | Paid quarterly; prorated if partial year |
| Board Chair | 75,000 | Additional to Board Member |
| Audit Chair / Member | 25,000 / 12,500 | Per committee role |
| Risk Chair / Member | 25,000 / 12,500 | Per committee role |
| Compensation Chair / Member | 20,000 / 10,000 | Per committee role |
| Nominating Chair / Member | 15,000 / 7,500 | Per committee role |
| Special Committee Member | 10,000 | As applicable |
| Equity Grants (2024) | Grant Date | Type | Shares | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|---|
| SoFi annual director grant | 2024-07-08 | RSU | 35,034 | 222,466 | Fully vests on earlier of next annual meeting or 1-year anniversary (commencement 2024-07-14) |
| SoFi Bank board grant | 2024-01-09 | RSU | 7,571 | $8.32 (per unit) | Fully vests on earlier of next annual meeting after 2024-12-13 or 1-year anniversary |
Performance Compensation
- Director pay has no disclosed performance metrics; annual director equity is time‑based RSUs under the NED policy (no PSUs/options as part of annual director compensation) .
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict Notes |
|---|---|---|---|
| Regional Management (NYSE: RM) | Consumer finance | Director | Sector adjacency; no SoFi transaction disclosed |
| Rewards Network | Fintech/payments | Director | Sector adjacency; no SoFi transaction disclosed |
| Purchasing Power, LLC | Consumer finance | Director | Sector adjacency; no SoFi transaction disclosed |
| MasterCard (NYSE: MA) | Payments | Former Director | Prior service ended June 2022 |
Expertise & Qualifications
- Audit Committee financial expert designation; financial sophistication per SEC/Nasdaq requirements .
- Risk management expertise designation for Risk Committee based on prior banking/financial roles .
- Senior operating and finance leadership at E*TRADE and Citigroup; interim CFO experience at Social Finance .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Shares beneficially owned (as of 2025-03-31) | 979,924 | <1% of outstanding common shares |
| Options outstanding (12/31/2024) | 546,850 | All exercisable |
| Unvested RSUs outstanding (12/31/2024) | 35,034 | Director annual grant |
| Ownership guidelines | 5x annual cash retainer for directors | Amended July 2024; retain ≥50% net profit shares until compliant |
| Hedging/pledging | Generally prohibited; pledging only with approvals | Policy restricts short sales/options; pledging requires compliance and board approvals |
Shareholder Voting Signals
| Item | Result | Notes |
|---|---|---|
| 2025 Say‑on‑Pay | For: 252,814,565; Against: 76,417,425; Abstain: 2,645,740 | Strong support for executive comp program |
| 2024 Say‑on‑Pay approval | ~90.5% For | Prior-year advisory vote outcome |
| 2025 Director election (Freiberg) | For: 324,138,878; Withheld: 7,738,852 | Re-elected with broad support |
Governance Assessment
- Strengths: Independent status, chairing Compensation Committee and serving on Audit/Risk; designated audit financial expert and risk expertise; robust attendance (board disclosed only one director below 75% and not Freiberg); active oversight at the bank subsidiary .
- Alignment: Mix of cash retainers and time-based RSUs; material exercisable options and RSUs support equity alignment; director ownership guidelines strengthened in 2024 (retain 50% of net shares until compliant) .
- Shareholder confidence: Strong re‑election margin and Say‑on‑Pay support across 2024–2025 .
- Potential conflicts/RED FLAGS:
- Family employment: Board noted son’s non‑executive employment when affirming independence—monitor for any related‑party issues .
- Historical related‑party: 2018–2019 Consulting Agreement paid $83,333/month and 92,764 RSUs; ensure no ongoing consulting arrangements or preferential transactions .
- Multiple external directorships in adjacent sectors—monitor for transaction approvals via Related Party policy; Nominating & Governance Committee reviews such transactions .
- Policies: Tightened clawback policy (expanded July 2024 to SVP/VPs, misconduct, time‑based equity), insider trading hedging/pledging restrictions, and double‑trigger change‑of‑control norms emphasize governance discipline .
Overall, Freiberg’s committee leadership and expertise strengthen board effectiveness, with minor watch‑items around historical consulting and family employment disclosures that are currently mitigated by independence determinations and related‑party oversight processes .