LENDINGCLUB CORP (LC)
Sector: Financials
2026 Annual Meeting Analysis
LENDINGCLUB CORP · Meeting: June 2, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Class III Directors
No overboarding, attendance is adequate, and LC's 3-year price return of +139.9% outpaces the peer group median by +35.1 percentage points, well below the 65pp threshold required to trigger a vote against under the strong-positive TSR policy band — no performance concerns apply.
As CEO and director, Sanborn is subject to the same TSR trigger as other directors; LC's 3-year outperformance of +35.1pp versus peer group median does not breach the 65pp threshold for strong-positive absolute TSR, and no other governance flags (overboarding, attendance, familial relationships) apply.
No overboarding issues, attendance is adequate, and LC's strong 3-year TSR outperformance versus the compensation peer group median falls well short of the 65pp threshold needed to trigger a vote against — no performance or governance concerns apply.
All three Class III director nominees — Reimann, Sanborn, and Zeisser — clear every policy screen. LendingClub's 3-year stock return of +139.9% outperforms the compensation peer group median (+104.8%) by +35.1 percentage points, which is below the 65-percentage-point threshold required to trigger a vote against for companies with strong positive absolute returns. No director is overboarded, all attended at least 75% of meetings, and no familial or independence concerns are disclosed. The policy benchmark used is QABA (First Trust NASDAQ ABA Community Bank Index), which also confirms outperformance — LC's 3-year return exceeds QABA by +75.9pp, also below the 80pp ETF-fallback threshold for the strong-positive band. All three nominees receive a FOR vote.
Say on Pay
✓ FORCEO
Scott Sanborn
Total Comp
$4,823,478
Prior Support
95%%
CEO Scott Sanborn received total compensation of $4,823,478 in 2025, which is reasonable for the CEO of a $2 billion digital bank holding company in the San Francisco Bay Area. The prior Say on Pay vote drew approximately 95% support, well above the 70% threshold that would require a response assessment. The pay structure is heavily weighted toward variable and long-term compensation: base salary of $600,000 represents roughly 12% of total pay, with the remainder in annual cash bonuses tied to pre-set revenue and income metrics and long-term awards split between time-vesting stock units, performance stock awards (requiring 3-year goals for net income and relative total shareholder return to be met before any shares are earned), and a cash retention award — all vesting over three years. This exceeds the policy requirement that at least 50–60% of pay be performance-linked. Pay-for-performance alignment is strong: LC's stock returned +139.9% over three years, outperforming the compensation peer group median (+104.8%) by +35.1 percentage points, and performance stock awards granted in 2022 paid out nothing because the company ranked only at the 23rd percentile for total shareholder return. The company maintains robust clawback policies covering both financial restatements and misconduct, and has demonstrated meaningful responsiveness to shareholder feedback on dilution and compensation design.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$3,462,057
Non-Audit Fees
$0
Deloitte charged $3,462,057 in audit fees in 2025 with zero non-audit fees and zero tax fees, meaning the non-audit fee ratio is 0% — well below the 50% threshold that would raise independence concerns. Deloitte is a Big 4 firm appropriate for a $2 billion market-cap company. Auditor tenure is not disclosed in the proxy, so the tenure trigger does not fire per policy. No material restatements are indicated.
Stockholder Proposals
2 proposals submitted by shareholders
Proposal 4
Management Proposal to Amend and Restate the Certificate of Incorporation to Phase in the Declassification of the Board of Directors
This is a board-proposed charter amendment to phase out the classified board structure, under which directors currently serve staggered three-year terms rather than being elected annually. Moving to annual elections for all directors is a mainstream governance improvement that increases board accountability to shareholders. Over 99% of votes cast at the 2025 annual meeting supported this change — it only failed because it could not clear the separate two-thirds-of-all-outstanding-shares threshold, not because shareholders opposed it. The board has put this proposal forward nine consecutive years, demonstrating genuine commitment rather than a token gesture. Supporting this proposal moves the company toward a more shareholder-friendly governance structure.
Proposal 5
Management Proposal to Amend and Restate the Certificate of Incorporation to Remove the Supermajority Voting Requirements to Amend Governing Documents
This board-proposed charter amendment would eliminate the requirement that two-thirds of all outstanding shares must approve changes to the company's governing documents, replacing it with a simple majority standard. Supermajority requirements entrench existing governance structures by making shareholder-driven changes extremely difficult — a simple majority vote standard is widely considered the more shareholder-friendly approach. More than 99% of votes cast in 2025 favored this change; it only failed because the supermajority threshold itself requires two-thirds of all outstanding shares (including non-voters) to clear, creating a circular barrier. This is the fourth consecutive year the board has proposed this change, and supporting it removes an obstacle that currently prevents shareholders from reforming governance even when they vote nearly unanimously to do so.
Overall Assessment
LendingClub's 2026 annual meeting presents a clean ballot from a governance standpoint: all three director nominees clear TSR and independence screens (LC's 3-year stock return of +139.9% significantly outpaces both the compensation peer group and QABA benchmark), CEO pay is reasonable and well-structured with strong performance linkage backed by 95% prior shareholder approval, and Deloitte's audit engagement involves zero non-audit fees. The two charter amendment proposals — board declassification and elimination of the supermajority voting requirement — are straightforward governance improvements that drew over 99% shareholder support in 2025 and deserve continued support in 2026.
Compensation Peer Group
20 companies disclosed in 2026 proxy filing