Dave Girouard
Upstart HoldingsAbout Dave Girouard
Dave Girouard, 59, is Upstart’s co‑founder, Chief Executive Officer, and Chairperson of the Board, serving as a director since 2012 with his current Class I term expiring in 2027 . He previously served as President of Google Enterprise (Alphabet), and earlier held roles at Apple, Booz Allen, and Accenture; he holds an A.B. and B.E. in engineering from Dartmouth and an MBA with High Distinction from the University of Michigan . 2024 operating results improved materially: revenue $637M (+24% YoY), fee revenue $635M (+13%), 697,092 loans/$5.9B originated (+28%), conversion 16.5% (vs. 9.7%), GAAP net loss improved to ($129)M, Adjusted EBITDA $10.6M (2% margin) . Since the 2020 IPO, cumulative TSR (initial $100) was $208.92 in 2024 (2023: $138.65; 2022: $44.86; 2021: $513.40) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Alphabet (Google) | President, Google Enterprise | 2004–2012 | Built Google’s cloud applications business globally across product, sales, marketing, support |
| Apple | Product Manager | n/a | Early product leadership in Silicon Valley |
| Booz Allen | Associate, IT Practice | n/a | Strategy/IT advisory grounding |
| Accenture | Software Developer | n/a | Early technical execution experience |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | Not disclosed in proxy | — | No other current public company directorships disclosed for Mr. Girouard in the 2025 proxy |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 460,000 | 460,000 | 500,000 |
| Target Bonus (% of Salary) | 100% | 100% | 100% |
| Pay Mix (Fixed vs Variable, 2024) | — | — | Fixed 6.1% / Variable 93.9% for CEO |
Notes:
- CEO’s base salary increased to remain market-competitive; CEO target bonus remained 100% of salary .
Performance Compensation
| Plan/Metric | Weighting | Target/Scale | Actual | Payout Impact |
|---|---|---|---|---|
| 2024 Executive Bonus Plan (H2’24) | 100% corporate for CEO | Revenue from fees gate: High scale if ≥$305M | $367M (High scale) | High scale applied |
| Adjusted EBITDA before bonus (H2’24) | Part of corporate | High scale: 25% (Thr) / 100% (Target $34.9M) / 200% (Max ≥$116.3M) | $84.0M final; preliminary ~$84.8M | CEO bonus multiplier 161.3% of target |
| CEO Bonus Outcome (2024) | Target ($) | Actual Eligible Earnings ($) | Actual Cash Bonus ($) | % of Target |
|---|---|---|---|---|
| Dave Girouard | 500,000 | 496,667 | 801,124 | 161% |
Equity incentives:
- 2024 CEO long-term incentive delivered entirely in stock options (no RSUs/PSUs), aligning value to stock price appreciation over extended vesting .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 13,083,443 shares (13.44% of outstanding) |
| Composition (select) | Includes 8,342,701 shares via 2008 D&T Girouard Revocable Trust; 1,000,000 via DTG GRAT LLC; and other family trusts; plus 2,343,012 options exercisable within 60 days |
| Stock Ownership Guidelines | CEO must hold ≥5x base salary; 5-year compliance window and 50% net share retention until met |
| Hedging/Pledging | Hedging prohibited; pledging prohibited absent a specific waiver for executives/directors |
| 2024 Insider Transactions | Options exercised: 125,001 shares, value realized $8,806,355; RSUs vested: 36,052 shares, value $1,438,903 |
Selected outstanding/2024 equity awards (CEO):
- Options: 417,098 granted on 2/29/2024 at $25.75; vest monthly over 48 months from 3/20/2024 . As of 12/31/2024, 86,895 exercisable/330,203 unexercisable .
- Other outstanding options include prior grants at exercise prices $0.83 (exp. 2026), $18.44 (exp. 2030), $125.28 (exp. 2031), $15.23 (exp. 2033) .
- RSUs: 8,468 unvested RSUs as of 12/31/2024 (value basis $61.57 used for RSU valuations) .
Employment Terms
| Scenario (as of 12/31/2024) | Cash Severance | Bonus Severance | COBRA (est.) | Equity Acceleration | Total (Illustrative) |
|---|---|---|---|---|---|
| Outside Change-in-Control (CIC) | 12 months base salary ($500,000) | — | $33,963 | — | $533,963 |
| Within CIC Period (Double-Trigger) | 12 months base salary ($500,000) | 100% of target bonus ($500,000) | $33,963 | 100% acceleration of all unvested equity (est. $32,598,204) | $33,632,167 |
Additional terms and policies:
- Double-trigger only (no single-trigger CIC); 280G best‑net cutback (no excise tax gross‑ups) .
- Company-wide compensation recovery (clawback) policy effective Dec 1, 2023 (applies to restatements) .
Board Governance (Director Service, Roles, Independence)
- Role and tenure: Chairperson of the Board and CEO; Director since 2012; Class I; current term ends 2027 .
- Independence: Not independent (CEO); Board appointed a Lead Independent Director (Kerry W. Cooper) with enumerated responsibilities (executive sessions, agenda setting with management, shareholder engagement) to mitigate dual‑role concerns .
- Committees: CEO is not listed on audit, compensation, or nominating/governance committees (all comprised solely of independent directors) .
- Meetings and attendance: Board met 5 times in 2024; each director attended ≥75% of meetings and committee meetings for which they served .
Director Compensation (as a Director)
- As an employee director, Mr. Girouard receives no additional non-employee director compensation; his compensation is reported in the NEO tables .
Multi‑Year CEO Compensation Summary
| Year | Salary ($) | Option Awards ($) | Stock Awards ($) | Non‑Equity Incentive Plan ($) | Total ($) |
|---|---|---|---|---|---|
| 2022 | 460,000 | 4,744,281 | 4,404,924 | — | 9,609,205 |
| 2023 | 460,000 | 6,448,630 | — | 207,000 | 7,115,630 |
| 2024 | 500,000 | 5,812,344 | — | 801,124 | 7,113,468 |
Compensation Structure Analysis
- High at‑risk pay: 93.9% of CEO 2024 target total direct compensation was variable; CEO equity delivered entirely in stock options (no RSUs/PSUs), maximizing linkage to long‑term share price performance .
- Bonus design tightened to profitable growth: H2’24 revenue-from-fees gate and Adjusted EBITDA before bonus drove funding; CEO payout at 161.3% of target based on corporate results only (no individual modifier) .
- Governance features: Independent compensation committee; independent advisor (Compensia) with no conflicts; double‑trigger CIC; clawback adopted; no tax gross‑ups; no option repricing without shareholder approval .
Compensation Peer Group (Benchmarking)
- The committee references a 21‑company tech/fintech/software peer set (e.g., Affirm, SoFi, Shift4, Rapid7, Smartsheet, SPS Commerce) and supplements with survey data; 2024 positioning emphasized market cap due to equity‑heavy mix. Upstart’s market‑cap percentile in the peer set moved from 57% at selection to 70% by year‑end 2024 .
Risk Indicators & Red Flags (Observed/Noted)
- Hedging/pledging: Prohibited (pledging only with waiver) for executives/directors .
- Related party transactions: None above $120,000 disclosed since Jan 1, 2024; policy requires audit committee pre‑approval .
- Option repricing: Not permitted without shareholder approval .
- Clawback: Adopted and non‑discretionary for restatements .
- Say‑on‑pay cadence: Annual advisory vote (next expected at 2026 meeting) .
Performance & Track Record
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Cumulative TSR ($100 initial) | 138.28 | 513.40 | 44.86 | 138.65 | 208.92 |
| Revenue from fees ($) | 228,600,000 | 801,275,000 | 907,272,000 | 560,431,000 | 635,466,000 |
| Net Income ($) | 5,983,000 | 135,443,000 | -108,665,000 | -240,132,000 | -128,581,000 |
2024 operating highlights (additional detail): total revenue $637M; 697k loans/$5.9B; conversion 16.5%; Adjusted EBITDA $10.6M (2% margin); GAAP net loss ($129)M .
Board Governance (Committee Structure and Controls)
- Audit: Independent; financial experts designated; 8 meetings in 2024 .
- Compensation: Independent; chaired by Lead Independent Director; Compensia engaged; 7 meetings in 2024 .
- Nominating & Governance: Independent; 4 meetings in 2024 .
Equity Award Vesting Schedules (CEO) – Implications for Supply/Flow
| Grant | Type | Size | Exercise/Grant Price | Vesting |
|---|---|---|---|---|
| 2/29/2024 | Stock Options | 417,098 | $25.75 | 1/48 each month from 3/20/2024 (4 years) |
| Prior option grants | Stock Options | Various | $0.83 / $18.44 / $125.28 / $15.23 | Monthly vesting schedules per grant |
| RSUs (2022 grant) | RSUs | 8,468 unvested as of 12/31/2024 | n/a | Quarterly per grant terms |
Potential insider selling pressure:
- Continuous monthly option vesting from 2024 grant through 2028 may create periodic exercisable supply; CEO exercised 125,001 options in 2024 (value realized $8.8M) while RSU vesting delivered 36,052 shares (value $1.44M) .
Employment & Contracts
- Executive Change‑in‑Control and Severance Policy provides standardized severance; double‑trigger equity acceleration at 100% upon CIC + qualifying termination; COBRA coverage up to 12 months; best‑net 280G cutback (no gross‑ups) .
Investment Implications
- Alignment and incentives: Very high at‑risk pay (93.9%) and options‑only LTI for CEO tightly link outcomes to multi‑year share appreciation; large personal stake (13.44% of shares outstanding) further aligns incentives with shareholders .
- Execution and payout sensitivity: 2024 bonus tied entirely to corporate profitability (Adjusted EBITDA before bonus with revenue gate); CEO payout at 161% underscores focus on near‑term profitable growth while LTI remains levered to long‑term TSR .
- Supply/trading dynamics: Ongoing monthly vesting from sizable 2024 option grant plus observed 2024 exercises may introduce intermittent selling flow; hedging is prohibited and pledging requires waiver, moderating risk of adverse alignment behaviors .
- Downside protection/governance: Double‑trigger CIC, clawback, no repricing, and no tax gross‑ups reduce governance risk; dual CEO/Chair is mitigated by a robust Lead Independent Director role and fully independent key committees .