Peter Bernard
Upstart HoldingsAbout Peter Bernard
Peter Bernard (age 67) is an independent director of Upstart, appointed in February 2025 and nominated as a Class II director to serve until the 2028 annual meeting . He holds a BA in Economics from Bowdoin College (1979) and brings deep finance and risk management credentials from senior roles at D.E. Shaw, RiskMetrics, and J.P. Morgan . He currently serves as Board Chair of Barclays Bank U.S., LLC and Barclays Bank Delaware (since 2018) and sits on nonprofit boards for the Massachusetts Audubon Society and Bowdoin College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| D.E. Shaw & Co., L.P. | Managing Director & Chief Risk Officer | 2006–2013 | Led firm-wide risk management; deep CRO experience |
| RiskMetrics (spun out of J.P. Morgan; later acquired by MSCI) | Chief Financial Officer | Not disclosed (prior to 2006) | CFO leadership in risk software; transaction experience |
| New Bond Trading (Boston) | President & Co‑founder | Not disclosed (prior to 2006) | Built investment management firm; entrepreneurial background |
| J.P. Morgan (NY/London) | Various capital market roles | ~15 years (early career) | Trading/capital markets experience |
| Root Capital (nonprofit) | Chief Operating Officer & Board Director | Not disclosed | Impact finance; nonprofit governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Barclays Bank U.S., LLC | Board Chair | 2018–present | Bank subsidiary governance leadership |
| Barclays Bank Delaware | Board Chair | 2018–present | Bank subsidiary governance leadership |
| Massachusetts Audubon Society | Board Member | Not disclosed | Nonprofit board service |
| Bowdoin College | Board Member | Not disclosed | Academic governance |
Board Governance
- Committee assignments: Member, Compensation Committee (appointed April 4, 2025; committee held 7 meetings in FY2024); Member, Nominating & Corporate Governance Committee (committee held 4 meetings in FY2024) .
- Independence: The Board determined Bernard is independent under Nasdaq standards and applicable SEC rules .
- Tenure/classification: Class II nominee for election at the 2025 annual meeting; term runs to the 2028 annual meeting .
- Board activity: In FY2024 the Board held 5 meetings; each director then serving attended ≥75% of Board/committee meetings (Bernard joined in 2025, so FY2024 attendance not applicable) .
Fixed Compensation
| Component | Amount | Terms |
|---|---|---|
| Board annual cash retainer | $35,000 | Paid annually in arrears; may elect RSUs in lieu of cash |
| Compensation Committee member fee | $7,500 | Annual; member rate (chair is $15,000) |
| Nominating & Corporate Governance Committee member fee | $4,000 | Annual; member rate (chair is $10,000) |
| Initial RSU award (on joining board) | $200,000 grant-date fair value | Vests in full on first anniversary of start date |
| Annual RSU award (each annual meeting) | $200,000 grant-date fair value | Vests in full by earlier of 1 year or day before next annual meeting |
| Change-in-control treatment | Full vesting of outstanding director equity | Single vest step immediately prior to closing, subject to service through that date |
| 2024 actual director pay (Bernard) | $0 | Appointed in Feb 2025; no FY2024 compensation |
Notes:
- Directors can elect RSUs in lieu of cash; Retainer RSUs are granted January 10 following the year earned and are fully vested at grant .
- The policy (effective Jan 1, 2024) increased initial/annual RSUs to $200,000 and raised nom/gov chair fee to $10,000 based on peer data and Compensia input .
Performance Compensation
| Performance-linked element for non-employee directors | Metrics | Payout mechanics |
|---|---|---|
| None disclosed | n/a | Director equity is time-based RSUs; no performance metrics apply |
Other Directorships & Interlocks
| Entity | Relationship to UPST | Interlock/Conflict Assessment |
|---|---|---|
| Barclays Bank U.S., LLC; Barclays Bank Delaware | No UPST transactions disclosed | Potential sector adjacency (banks as partners in digital lending), but UPST reported no related-party transactions ≥$120,000 since Jan 1, 2024; Board affirmed Bernard’s independence . |
UPST’s related-party policy requires Audit Committee review/approval of transactions with directors or 5% holders and sets safeguards and pre-approvals for limited cases; none were disclosed for Bernard .
Expertise & Qualifications
- Finance and risk management (CRO at D.E. Shaw; CFO of RiskMetrics; capital markets tenure at J.P. Morgan) .
- Governance leadership (Board Chair at two U.S. Barclays banking subsidiaries; nonprofit and academic boards) .
- Selected to UPST Board for “deep expertise in finance and risk management” .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| Peter Bernard | 0 | <1% (“*”) |
Ownership policy for alignment:
- Non-employee directors must hold ≥3× annual cash retainer; compliance within five years (for Bernard, five years from his Feb 2025 appointment) and subject to annual measurement; must retain ≥50% of net shares until guideline met; unvested awards and unexercised options do not count .
Governance Assessment
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Strengths:
- Independent director with strong risk/finance background; sits on Compensation and Nominating & Corporate Governance Committees, enhancing board effectiveness in pay and governance design .
- Robust director pay structure emphasizing equity ownership; clear stock ownership guidelines; prohibitions on hedging/pledging without waiver; clawback policy adopted Dec 1, 2023 .
- No related-party transactions disclosed; Audit Committee oversight of RPTs in place .
-
Watch items:
- Current beneficial ownership is 0 shares; alignment expected to increase with initial/annual RSU grants and required ownership guideline over the five-year compliance window .
- External bank board chair roles warrant monitoring for any future UPST–Barclays dealings; UPST reports none to date and affirmed independence .
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RED FLAGS: None disclosed (no RPTs, no hedging/pledging permitted absent waiver, no tax gross-ups; no option repricing) .