Tom Hutton
SoFi TechnologiesAbout Tom Hutton
Tom Hutton, age 70, is the independent Chairman of SoFi Technologies’ Board (since May 2021). He previously served on Social Finance’s (SoFi’s predecessor) board from November 2011 to May 2021 and as interim CEO from September 2017 to March 2018. He is Managing Partner of Thompson Hutton, LLC (since 2000) and founder/Managing Partner of XL Innovate Fund (since 2015). He holds a B.A. and M.S. from Stanford and an MBA from Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Social Finance (predecessor to SoFi) | Director | Nov 2011 – May 2021 | Board oversight during private-to-public transition |
| Social Finance (predecessor to SoFi) | Interim CEO | Sep 2017 – Mar 2018 | Stabilized leadership during transition |
| Thompson Hutton, LLC | Managing Partner | 2000 – Present | Investment management leadership |
| XL Innovate Fund | Founder & Managing Partner | 2015 – Present | Venture capital focus on insurtech/fintech |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Lemonade, Inc. (LMND) | Director (prior) | Public | Previously served as a board member |
| Safeco Insurance | Director (prior) | Public (historical) | Previously served as a board member |
| Montpelier Re Holdings | Director (prior) | Public (historical) | Previously served as a board member |
| XL Group | Director (prior) | Public (historical) | Previously served as a board member |
Board Governance
- Role: Independent Chairman of the Board; Chair leads meetings and reinforces independent oversight; CEO and Chair roles are separated .
- Independence: Board determined Hutton is independent under SEC/Nasdaq rules .
- Committee assignments: Audit Committee member; Chair of Nominating & Corporate Governance Committee .
- Financial expertise: Designated Audit Committee “financial expert” (with Meltzer and Freiberg) .
- Attendance: Board met 12 times in 2024; except for one former director (Schwartz), all directors, including Hutton, met or exceeded 75% attendance; all directors attended the 2024 annual meeting .
| Governance Attribute | Status |
|---|---|
| Board Chair independence | Independent Chair (Hutton) |
| Director independence | Independent under SEC/Nasdaq |
| Committees | Audit (member) ; Nominating & Corporate Governance (Chair) |
| Audit Committee financial expert | Yes |
| 2024 attendance threshold (≥75%) | Met (no shortfall disclosed for Hutton) |
| 2024 Board meetings | 12 meetings |
Fixed Compensation (Director)
| Year | Cash Fees (USD) | Equity Grant (RSUs) | RSU Shares | Grant Date | Vesting | Total |
|---|---|---|---|---|---|---|
| 2024 | $160,000 | $222,466 | 35,034 | Jul 8, 2024 | Vests at earlier of 12 months or next annual meeting | $382,466 |
Additional details:
- Deferred compensation elections: Hutton elected to defer his July 2024 stock award and his 2024 cash fees into DSUs under the Director Deferred Compensation Plan .
- Director pay policy (2024): $50k annual board retainer; additional retainers for Chair ($75k), Audit member ($12.5k), Nominating Chair ($15k); standard annual RSU ~$250k value .
Performance Compensation
- Non-employee director pay has no performance-based metrics; equity is time-based RSUs that vest by service period (no PSU metrics for directors) .
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Current public boards | None disclosed for Hutton beyond SoFi |
| Prior public boards | Lemonade, Safeco Insurance, Montpelier Re, XL Group |
| Compensation Committee interlocks | None involving Hutton disclosed; 2024 Compensation Committee members were Freiberg (Chair), Bingle (through Jan 2025), Borden, Liang |
Expertise & Qualifications
- Capital markets and fintech/insurtech investor/operator; prior public company audit chair experience cited in biography .
- Audit Committee financial expert designation (accounting/finance sophistication) .
- Degrees: BA, MS (Stanford); MBA (Harvard) .
Equity Ownership
| Metric | Amount |
|---|---|
| Total beneficial ownership (shares) | 1,030,299 (includes 211,361 options exercisable; 210,589 shares held in a living trust) |
| Ownership % of outstanding | <1% (asterisk in proxy) |
| Options exercisable | 211,361 |
| Unvested director RSUs outstanding at 12/31/2024 | 35,034 |
| Deferrals | Elected to defer 2024 cash fees and July 2024 RSU into DSUs |
| Stock ownership guidelines (non-employee directors) | 5x annual cash retainer; amended July 2024 to require 50% net share retention until compliant |
| Hedging/pledging policy | Hedging/pledging generally prohibited; any exceptions require approvals and compliance conditions |
Note: The proxy’s related-party section does not identify any related-party transactions involving Hutton; Nominating & Corporate Governance Committee (which Hutton chairs) reviews/approves any such transactions per policy .
Governance Assessment
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Strengths
- Independent Chair with Audit Committee financial expert designation enhances oversight, especially over financial reporting and risk .
- Active committee leadership: chairs Nominating & Corporate Governance and serves on Audit; committee meeting cadence in 2024 indicates engagement (Audit met 5x; Nominating & Corporate Governance met 4x) .
- Pay alignment: meaningful equity via annual RSUs; Hutton deferred both cash and equity into DSUs in 2024, signaling long-term alignment .
- Stock ownership policy for directors (5x retainer) and trading restrictions (hedging/pledging limits) support alignment and risk control .
- Board attendance standards met; Board separation of Chair/CEO roles supports independent oversight .
-
Watch items / potential risks
- Concentration of influence as both Board Chair and Chair of Nominating & Corporate Governance; however, independence and committee processes are in place .
- Prior interim CEO tenure (2017–2018) could raise independence questions; the Board nevertheless affirmatively determined independence in 2025 .
-
Shareholder signals
- Say-on-pay support was strong in 2024 (approx. 90.5% approval of 2023 NEO pay), indicating broader investor confidence in compensation governance under the board’s oversight .
-
Related-party and compliance indicators
- No Hutton-specific related-party transactions disclosed; related-party transactions are overseen by the Nominating & Corporate Governance Committee .
- No delinquent Section 16 filings reported for Hutton (late reports in 2024 were noted for Freiberg and Pinto) .
Overall: Hutton brings deep fintech/insurtech experience, serves as an independent Chair and audit financial expert, and demonstrates alignment via equity/deferral elections. Concentration of governance roles should continue to be balanced through committee independence and full-board oversight practices .