Jeff Huber
Upstart HoldingsAbout Jeff Huber
Jeff Huber, 56, has served as an independent director of Upstart Holdings, Inc. since June 2021. He is Managing Director and co-founder of Triatomic Capital (since March 2022) and previously was Founding CEO and Vice Chair of GRAIL, Inc.; earlier senior roles include Senior Vice President at Alphabet (Google), Vice President of Architecture and Systems Development at eBay, and Senior Vice President of Engineering at Excite@Home. He holds a B.S. in Computer Engineering (University of Illinois) and an M.B.A. (Harvard Business School) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GRAIL, Inc. | Founding CEO and Vice Chair | 2016–2021 | Led development of early cancer detection technologies |
| Alphabet (Google) | Senior Vice President | 2003–2016 | Scaled high-growth online products and infrastructure |
| eBay Inc. | VP, Architecture & Systems Development | 2001–2003 | Platform architecture leadership |
| Excite@Home | SVP Engineering | Prior to 2001 | Engineering leadership at scale |
External Roles
| Organization | Role | Start Date | Notes |
|---|---|---|---|
| Triatomic Capital | Managing Director & Co-founder | Mar 2022 | Private investing firm |
| Electronic Arts Inc. | Board Member | — | Current public company directorship |
Board Governance
- Classification and tenure: Class I director, term expires in 2027; board is classified into three classes with staggered terms .
- Independence: Determined independent under Nasdaq standards; committee independence confirmed .
- Committee assignments: Member, Nominating & Corporate Governance Committee (Chair: Ciaran O’Kelly) .
- Attendance and engagement: Board held 5 meetings in FY2024; each director attended at least 75% of Board and committee meetings; Nom/Gov met 4x, Compensation 7x, Audit 8x in FY2024 .
- Board leadership: CEO Dave Girouard serves as Chair; Kerry W. Cooper appointed Lead Independent Director on April 4, 2025 with responsibilities including presiding over executive sessions of independent directors .
Fixed Compensation
| Component (2024) | Huber Amount | Policy Reference | Notes |
|---|---|---|---|
| Annual cash retainer | $35,000 | Outside Director Compensation Policy | Standard board member cash retainer |
| Committee member fee (Nom/Gov) | $4,000 | $4,000 per Nom/Gov committee member | Not chair; chair is $10,000 |
| Total cash fees (earned) | $39,000 | — | Huber elected RSUs in lieu of cash; 542 RSUs granted Jan 10, 2025 for 2024 retainer conversion (fully vested) |
| Annual equity award (grant date fair value) | $200,990 | Annual RSU grant $200,000 policy level (increased from $165,000 effective Jan 1, 2024) | Vests fully by earlier of 1-year from grant or day before next annual meeting |
Performance Compensation
| Element | Performance Metric(s) | Target/Scale | Outcome |
|---|---|---|---|
| Director equity awards | None (time-based RSUs only) | Annual RSUs vest with time; change-in-control accelerates vesting immediately prior to consummation | No performance metrics disclosed for directors; purely time-based vesting |
Other Directorships & Interlocks
| Company | Role | Committee Roles (if disclosed) | Interlocks/Conflicts |
|---|---|---|---|
| Electronic Arts Inc. | Board Member | Not disclosed in UPST proxy | No compensation committee interlocks disclosed; UPST confirms no interlocks/insider participation on comp committee in FY2024 |
| Triatomic Capital (private) | Managing Director | — | No related-party transactions disclosed; audit committee oversees related-party policy |
Expertise & Qualifications
- Technology and scale expertise: Senior leadership at Google, eBay, Excite@Home; experience operating at high scale in rapidly changing technology environments .
- Board and governance capability: Current public board experience (EA); nominating & corporate governance committee member at UPST .
- Education: B.S. Computer Engineering (UIUC); M.B.A. (Harvard) .
Equity Ownership
| Metric | Amount | Date/Source | Notes |
|---|---|---|---|
| Beneficial ownership (shares) | 17,079 | March 1, 2025; <1% of outstanding | As reported in Security Ownership table |
| Unvested RSUs (director awards) | 8,278 | As of Dec 31, 2024 | Outstanding director equity awards |
| Options (exercisable/unexercisable) | 0 | As of Dec 31, 2024 | No option holdings |
| Stock ownership guidelines | 3x annual cash retainer for non‑employee directors; five‑year compliance window | Policy applies to directors | |
| Apparent compliance indicator | Beneficial shares value approx. $1.05M (17,079 × $61.57 closing price on 12/31/24) vs $105k guideline | Dec 31, 2024 closing price metric and ownership | Appears to meet/exceed guidelines; note guideline measurement uses defined 60-day averages |
Insider Trades
| Quarter | 10b5‑1 Trading Plan Adoption | Notes |
|---|---|---|
| Q3 2025 | Not listed for Huber | 10‑Q disclosed plans adopted by CEO, Kerry Cooper, Hilliard C. Terry III; Huber not among adopters in the quarter |
Governance Assessment
-
Strengths
- Independent director, serving on Nom/Gov committee; independence reaffirmed under Nasdaq and SEC rules .
- Attendance at or above 75% threshold; Board and committee cadence evidences active oversight (Board 5x; Nom/Gov 4x; Audit 8x; Comp 7x in FY2024) .
- Compensation mix aligns with shareholder interests: majority in equity; elected RSUs in lieu of cash retainer (542 RSUs fully vested Jan 10, 2025) ; annual RSU grant vests time-based and accelerates on change in control .
- Ownership alignment: beneficial ownership reported; company-wide prohibition on hedging and pledging absent waiver, strengthening alignment and risk control .
-
Risks and potential conflicts
- RED FLAG: Huber is a named defendant in derivative litigation (e.g., O’Connor v. Huber et al., consolidated derivative matters with allegations including Exchange Act Sections 10(b), 14(a), 21D, breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement, and waste; relief sought includes governance and procedural modifications) . While derivative claims against boards are not uncommon, they signal governance scrutiny and potential distraction; company states intent to defend vigorously in related securities litigation .
- Concentrated insider and large holder ownership noted as a risk factor (aggregate influence on voting outcomes and potential impacts on change-of-control dynamics) .
-
Process and controls
- Formal related-party transaction policy and audit committee review; standing pre-approvals limited and structured; no Huber-specific related-party transactions disclosed .
- Regular board/committee self-evaluations overseen by Nom/Gov; structured Lead Independent Director responsibilities include executive sessions of independent directors .
Fixed Compensation (Detail Table)
| Item | Policy Amount | Huber 2024 Actual | Citations |
|---|---|---|---|
| Board cash retainer | $35,000/year | $35,000 | |
| Nom/Gov committee member fee | $4,000/year | $4,000 | |
| Lead Independent Director fee | $25,000/year | N/A | |
| Annual RSU grant (policy) | $200,000 grant-date value; increased from $165,000 effective Jan 1, 2024 | $200,990 grant-date fair value | |
| Retainer RSUs in lieu of cash | Allowed; fully vested upon grant; annual process | 542 RSUs granted Jan 10, 2025 for 2024 fees |
Performance Compensation (Director Equity Mechanics)
| Feature | Details | Citation |
|---|---|---|
| Annual RSU vesting | Fully vests on earlier of 1-year from grant or day before next annual meeting; service-based | |
| Initial RSU grant | $200,000 grant-date value for new non-employee directors; vests on 1-year anniversary | |
| Change-in-control | Outstanding director equity fully vests immediately prior to consummation, subject to continued service | |
| Options | Not part of non-employee director program |
Other Directorships & Interlocks
| Entity | Type | Role | Interlock/Conflict Disclosure |
|---|---|---|---|
| Electronic Arts Inc. | Public company | Director | No compensation committee interlocks/insider participation at UPST in FY2024 |
| Triatomic Capital | Private firm | Managing Director | No UPST related-party transactions disclosed; audit committee policy governs |
Equity Ownership
| Category | Shares/Units | Date | Notes |
|---|---|---|---|
| Beneficial shares | 17,079 | Mar 1, 2025 | <1% ownership |
| Unvested director RSUs | 8,278 | Dec 31, 2024 | Outstanding; not counted toward guidelines until vested |
| Options | 0 | Dec 31, 2024 | No option holdings |
| Guideline | 3× annual cash retainer ($105,000) | Policy | Five-year compliance window; measured on defined average price basis |
| Apparent status | Meets/exceeds (based on 12/31/24 close $61.57 × 17,079 ≈ $1.05M) | Dec 31, 2024 | Approximation; guideline calculation uses averaging |
Governance Assessment
- Overall: Huber brings deep technology and scale experience with independent status and active committee participation (Nom/Gov), and has elected equity in lieu of cash—supporting alignment with shareholders .
- Watch items:
- RED FLAG: Derivative suits naming Huber and other directors (O’Connor; consolidated actions) raise governance scrutiny; monitor outcomes and any agreed governance/process modifications .
- Ownership concentration risk and share issuance/dilution programs cited by the company could affect investor influence dynamics and stock volatility—broader board oversight consideration .