Mary Hentges
Upstart HoldingsAbout Mary Hentges
Independent director (Class III) at Upstart Holdings, Inc. since December 2019; age 66 as of April 4, 2025. Former CFO at PayPal (2003–2010), CBS Interactive (2010–2012), and Yapstone (2012–2014); interim CFO at ShotSpotter (Oct 2020–Jan 2021); Advising CFO to Noom via KongBasile Consulting (Nov 2022–Dec 2023). B.S. in Accounting from Arizona State University; Certified Public Accountant (inactive). Recognized by the board as an Audit Committee financial expert.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PayPal, Inc. | Chief Financial Officer | 2003–2010 | Led finance during scale-up of major payments platform |
| CBS Interactive | Chief Financial Officer | 2010–2012 | Oversight of media/tech finance operations |
| Yapstone, Inc. | Chief Financial Officer | 2012–2014 | CFO for fintech payments company |
| ShotSpotter | Interim Chief Financial Officer | Oct 2020–Jan 2021 | Transition leadership in public safety tech |
| Noom, Inc. (via KongBasile Consulting) | Advising CFO | Nov 2022–Dec 2023 | Advisory CFO support at consumer health-tech |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Broadway Financial Corporation / City First (CDFI bank) | Director | Current | Chair, Audit; Member, Risk & Compliance; Internal Asset Review |
| Akili, Inc. (prior) | Director | Prior | Chair, Audit; Member, Compensation |
Board Governance
- Board class/term: Class III; director since 2019; current term expires at 2026 annual meeting .
- Independence: Determined independent under Nasdaq rules; serves on Audit Committee .
- Committee assignments: Audit Committee member; audit committee met 8 times in FY2024; Hilliard C. Terry, III is Chair; Hentges designated audit committee financial expert .
- Attendance: Board held 5 meetings in FY2024; each director attended ≥75% of Board and committee meetings of which they were members .
- Board leadership: Lead Independent Director is Kerry W. Cooper; CEO Dave Girouard is Board Chair .
Fixed Compensation
| Component | Amount / Details | FY2024 Value |
|---|---|---|
| Annual board retainer (cash) | Policy: $35,000 per year | $35,000 |
| Audit committee member fee (cash) | Policy: $10,000 per year | $10,000 |
| Cash fees earned (reported) | Fees earned/paid in cash for 2024 | $45,000 |
| Retainer RSU election | Elected to receive retainer in RSUs; 626 RSUs granted on Jan 10, 2025; fully vested at grant | |
| Annual equity award (RSUs) | Standard annual grant fair value $200,000 (policy) | $200,990 (grant-date fair value reported) |
| Outstanding equity at 12/31/2024 | Unvested RSUs | 8,278 units |
| Outstanding options at 12/31/2024 | Aggregate number of options outstanding | 98,295 options |
| Annual meeting attendance fee | None disclosed | — |
Vesting schedules:
- Annual RSUs vest in full on the earlier of one-year anniversary of grant or the day before the next annual meeting following grant, subject to continued service .
- Retainer RSUs (in lieu of cash) vest fully on grant date (Jan 10 immediately following service year) .
Performance Compensation
| Element | Metrics | Terms |
|---|---|---|
| Director equity (RSUs) | None (time-based vesting only) | Annual Awards: $200k grant-date FV; time-based vest; full acceleration upon change-in-control immediately prior to close, subject to service through that date |
| Director equity (Retainer RSUs) | None (time-based; full vest at grant) | Grant-date FV equals cash retainer; fully vested at grant |
Note: No PSUs or option grants to non-employee directors disclosed for 2024; Mary’s outstanding options reflect prior grants; no 2024 option grant reported for her .
Other Directorships & Interlocks
| Company | Relationship to UPST | Potential Interlock Risk |
|---|---|---|
| Broadway Financial Corporation / City First | Bank holding company; Mary is director | No UPST related-party transactions disclosed; audit committee reviews RPTs >$120k; none since Jan 1, 2024 |
| Akili, Inc. (prior) | Unrelated digital therapeutics company | Prior role; no current UPST transactions disclosed |
Expertise & Qualifications
- Financial expertise: Audit committee financial expert designation; CPA (inactive) .
- Senior CFO experience across fintech/payments (PayPal, Yapstone), media-tech (CBS Interactive), and advisory roles in health-tech; breadth aligns with UPST’s AI/fintech risk oversight needs .
- Committee leadership experience externally (audit chair at Broadway Financial; prior audit chair at Akili) .
Equity Ownership
| Item | Shares / Value | Notes |
|---|---|---|
| Beneficial ownership (total) | 116,376 shares | <1% of outstanding common stock |
| Direct shares held | 18,081 shares | As of March 1, 2025 |
| Options exercisable within 60 days | 98,295 shares | Counted in beneficial ownership |
| Unvested RSUs at 12/31/2024 | 8,278 units | Not included in beneficial ownership; vest per policy |
| Shares outstanding (reference) | 94,987,218 | Basis for % ownership |
| Hedging/pledging | Prohibited; pledging requires waiver (rare) | Insider Trading Policy; director-level restrictions |
| Stock ownership guidelines | 3× annual base cash retainer; 5-year compliance window; 50% net share retention until met | Applies to non-employee directors |
Governance Assessment
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Strengths:
- Independence and audit financial expertise; active Audit Committee member; committee met 8 times in FY2024, indicating engagement .
- Attendance ≥75% of Board/committee meetings; equity alignment through significant RSUs and legacy options; adherence to stock ownership guidelines framework .
- No related-party transactions involving Mary; robust RPT review policy and prohibition on hedging/pledging supports alignment .
-
Compensation and alignment:
- Director pay mix tilted to equity ($200,990 annual RSU grant vs $45,000 cash fees); elected to convert cash retainer to RSUs (626 RSUs), increasing skin-in-the-game .
- Change-in-control treatment for director equity provides full vesting immediately prior to close; investor sensitivity varies on single-trigger acceleration, but policy is disclosed and standardized .
-
RED FLAGS (none material disclosed):
- No RPTs; no attendance shortfalls; no hedging/pledging disclosed; no option repricing and no tax gross-ups in compensation policies .
Overall, Mary Hentges’ audit expertise, independence, and consistent engagement are supportive of investor confidence in board oversight of financial reporting and risk, with equity-heavy director compensation enhancing alignment.