The prior year Say on Pay received 74% support, which is above the 70% threshold that would require visible changes; the pay structure is heavily variable — the CEO has only 5.6% fixed pay and 94.4% variable pay, well exceeding the 50-60% variable pay requirement — and the annual bonus was tied to measurable financial metrics (Revenue from Fees with a Net Income modifier) that the company met. Upstart's 3-year TSR of +101.9% outperforms the XLF benchmark by +37.7pp, meaning above-benchmark incentive pay is supported by shareholder experience; a formal clawback policy adopted in December 2023 is in place and satisfies the Dodd-Frank requirement.

Non-audit fees (audit-related fees of $972,400 plus tax fees of $76,912 plus other fees of $7,391 = $1,056,703) represent approximately 20.6% of core audit fees ($5,139,832), well below the 50% threshold that would raise independence concerns; Deloitte is a Big 4 firm appropriate for Upstart's $3.2B market cap; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire per policy; no material restatements are noted.