LENDINGCLUB CORP, DEF 14A filed on 4/23/2025
Proxy Statement (definitive)
v3.25.1
Cover
 12 Months Ended
Dec. 31, 2024
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name LendingClub Corporation
Entity Central Index Key 0001409970
v3.25.1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Pay Versus Performance Disclosure
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning the Company’s executive compensation philosophy, including how it incorporates and aligns with the Company’s performance, refer to “Executive Compensation – Compensation Discussion and Analysis.”
Pay Versus Performance Table
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Value of Initial Fixed $100
Investment Based On:
 
 
 
 
 
 
 
 
Year
 
 
Summary
Compensation
Table Total for
PEO ($)(1)
 
 
Compensation
Actually Paid to
PEO ($)(2)
 
 
Average
Summary
Compensation
Table Total for
Non-PEO NEOs
($)(3)
 
 
Average
Compensation
Actually Paid to
Non-PEO NEOs
($)(2)
 
 
Total
Shareholder
Return ($)(4)
 
 
Peer Group
Total
Shareholder
Return ($)(4)
 
 
GAAP Net
Income/(Loss)
($ millions)(5)
 
 
Pre-Provision
Net Revenue
(PPNR)
($ millions)(5)
 
 
(a)
 
 
(b)
 
 
(c)
 
 
(d)
 
 
(e)
 
 
(f)
 
 
(g)
 
 
(h)
 
 
(i)
 
 
2024
 
 
8,914,714
 
 
18,979,296
 
 
2,145,153
 
 
3,339,744
 
 
128.29
 
 
112.45
 
 
51.3
 
 
243.3
 
 
2023
 
 
4,560,821
 
 
2,710,871
 
 
1,815,053
 
 
1,350,393
 
 
69.26
 
 
84.70
 
 
38.9
 
 
298.2
 
 
2022
 
 
4,919,050
 
 
(14,595,137)
 
 
2,796,390
 
 
(3,135,491)
 
 
69.73
 
 
88.96
 
 
289.7
 
 
420.4
 
 
2021
 
 
6,938,099
 
 
22,811,912
 
 
2,922,623
 
 
9,069,589
 
 
191.60
 
 
116.64
 
 
18.6
 
 
157.2
 
 
2020
 
 
5,906,924
 
 
6,487,065
 
 
2,882,104
 
 
2,944,255
 
 
83.68
 
 
86.37
 
 
(187.5)
 
 
(184.2)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1)
The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Sanborn (our Chief Executive Officer) for each corresponding year in the “Total” column of the Summary Compensation Table. See “Executive Compensation – Executive Compensation Tables – Summary Compensation Table.”
2)
The dollar amounts reported in column (c) and column (e) represent the: (i) amount of “compensation actually paid” to Mr. Sanborn, our Principal Executive Officer (“PEO”) calculated in accordance with Item 402(v) of Regulation S-K, or (ii) average “compensation actually paid” to the Company’s named executive officers (“NEOs”) as a group, excluding our PEO, calculated in accordance with Item 402(v) of Regulation S-K. The names of each of the NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2024, Andrew LaBenne, Annie Armstrong, Jordan Cheng and Ronnie Momen, (ii) for 2023, Andrew LaBenne, Annie Armstrong, Jordan Cheng, Ronnie Momen and Brandon Pace, (iii) for 2022, Andrew LaBenne, Annie Armstrong, Ronnie Momen, Brandon Pace and Thomas Casey, (iv) for 2021, Thomas Casey, Valerie Kay, Ronnie Momen and Brandon Pace, and (v) for 2020, Thomas Casey, Annie Armstrong, Bahman Koohestani, Ronnie Momen and Steven Allocca. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to total compensation for each year to determine the compensation actually paid:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
PEO or Average of
Non-PEO NEOs
 
 
Reported
Summary
Compensation
Table Total ($)
 
 
Reported Value
of Equity
Awards ($)(a)
 
 
Equity Award
Adjustments
($)(b)
 
 
Reported
Change in the
Actuarial
Present Value
of Pension
Benefits ($)
 
 
Pension
Benefits
Adjustments
($)
 
 
Compensation
Actually Paid
($)
 
 
2024
 
 
PEO
 
 
8,914,714
 
 
(7,160,499)
 
 
17,225,081
 
 
—
 
 
—
 
 
18,979,296
 
 
Average of
Non-PEO NEOs
 
 
2,145,153
 
 
(1,407,557)
 
 
2,602,148
 
 
—
 
 
—
 
 
3,339,744
 
 
2023
 
 
PEO
 
 
4,560,821
 
 
(3,430,801)
 
 
1,580,851
 
 
—
 
 
—
 
 
2,710,871
 
 
Average of
Non-PEO NEOs
 
 
1,815,053
 
 
(1,180,779)
 
 
716,119
 
 
—
 
 
—
 
 
1,350,393
 
 
2022
 
 
PEO
 
 
4,919,050
 
 
(3,472,723)
 
 
(16,041,463)
 
 
—
 
 
—
 
 
(14,595,137)
 
 
Average of
Non-PEO NEOs
 
 
2,796,390
 
 
(2,043,476)
 
 
(3,888,405)
 
 
—
 
 
—
 
 
(3,135,491)
 
 
2021
 
 
PEO
 
 
6,938,099
 
 
(5,805,143)
 
 
21,678,956
 
 
—
 
 
—
 
 
22,811,912
 
 
Average of
Non-PEO NEOs
 
 
2,922,623
 
 
(2,179,648)
 
 
8,326,614
 
 
—
 
 
—
 
 
9,069,589
 
 
2020
 
 
PEO
 
 
5,906,924
 
 
(5,000,004)
 
 
5,580,145
 
 
—
 
 
—
 
 
6,487,065
 
 
Average of
Non-PEO NEOs
 
 
2,882,104
 
 
(2,205,006)
 
 
2,267,157
 
 
—
 
 
—
 
 
2,944,255
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
a)
The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year.
b)
The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The amounts deducted or added in calculating the equity award adjustments are as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
PEO or Average
of Non-PEO
NEOs
 
 
Year End Fair
Value of
Equity
Awards ($)
 
 
Year over
Year Change
in Fair Value
of
Outstanding
and Unvested
Equity
Awards ($)
 
 
Fair Value as
of Vesting
Date of
Equity
Awards
Granted and
Vested in the
Year ($)
 
 
Year over
Year Change
in Fair Value
of Equity
Awards
Granted in
Prior Years
that Vested in
the Year ($)
 
 
Fair Value at
the End of
the Prior Year
of Equity
Awards that
Failed to
Meet Vesting
Conditions in
the Year ($)
 
 
Value of
Dividends or
other Earnings
Paid on Stock
or Option
Awards not
Otherwise
Reflected in
Fair Value or
Total
Compensation
($)
 
 
Total Equity
Award
Adjustments
($)
 
 
2024
 
 
PEO
 
 
13,503,794
 
 
2,973,980
 
 
500,781
 
 
246,526
 
 
—
 
 
—
 
 
17,225,081
 
 
Average of
Non-PEO NEOs
 
 
1,607,799
 
 
584,190
 
 
283,443
 
 
126,716
 
 
—
 
 
—
 
 
2,602,148
 
 
2023
 
 
PEO
 
 
3,010,664
 
 
(1,846,188)
 
 
307,697
 
 
108,678
 
 
—
 
 
—
 
 
1,580,851
 
 
Average of
Non-PEO NEOs
 
 
837,737
 
 
(200,261)
 
 
177,825
 
 
(99,182)
 
 
—
 
 
—
 
 
716,119
 
 
2022
 
 
PEO
 
 
1,591,858
 
 
(12,537,845)
 
 
307,494
 
 
(5,402,970)
 
 
—
 
 
—
 
 
(16,041,463)
 
 
Average of
Non-PEO NEOs
 
 
999,347
 
 
(3,393,486)
 
 
204,083
 
 
(1,698,349)
 
 
—
 
 
—
 
 
(3,888,405)
 
 
2021
 
 
PEO
 
 
7,266,661
 
 
11,274,035
 
 
952,986
 
 
2,185,274
 
 
—
 
 
—
 
 
21,678,956
 
 
Average of
Non-PEO NEOs
 
 
3,001,312
 
 
3,410,557
 
 
679,442
 
 
1,235,303
 
 
—
 
 
—
 
 
8,326,614
 
 
2020
 
 
PEO
 
 
8,082,527
 
 
(333,083)
 
 
248,186
 
 
(1,186,322)
 
 
(1,231,163)
 
 
—
 
 
5,580,145
 
 
Average of
Non-PEO NEOs
 
 
2,743,592
 
 
(168,179)
 
 
94,200
 
 
(291,656)
 
 
(110,800)
 
 
—
 
 
2,267,157
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3)
The dollar amounts reported in column (d) represent the average of the amounts reported for the NEOs as a group, excluding our PEO, in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2024, Andrew LaBenne, Annie Armstrong, Jordan Cheng and Ronnie Momen, (ii) for 2023, Andrew LaBenne, Annie Armstrong, Jordan Cheng, Ronnie Momen and Brandon Pace, (iii) for 2022, Andrew LaBenne, Annie Armstrong, Ronnie Momen, Brandon Pace and Thomas Casey, (iv) for 2021, Thomas Casey, Valerie Kay, Ronnie Momen and Brandon Pace, and (v) for 2020, Thomas Casey, Annie Armstrong, Bahman Koohestani, Ronnie Momen and Steven Allocca.
4)
TSR is cumulative (assuming $100 was invested on December 31, 2019) for the measurement periods beginning on December 31, 2019 and ending on December 31 of each of 2024, 2023, 2022, 2021 and 2020, respectively, calculated in accordance with Item 201(e) of Regulation S-K. The peer group for purposes of this table is the following published industry index: KBW Nasdaq Bank Index.
5)
The dollar amounts reported represent the amount of “GAAP Net Income (Loss)” or “PPNR,” as applicable, reported in the Company’s financial reports on Form 10-K. PPNR is a non-GAAP financial measure. See Exhibit A of this Proxy Statement for more information on our use of non-GAAP financial measures and a reconciliation of PPNR to the nearest GAAP measure.
       
Company Selected Measure Name PPNR        
Named Executive Officers, Footnote
1)
The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Sanborn (our Chief Executive Officer) for each corresponding year in the “Total” column of the Summary Compensation Table. See “Executive Compensation – Executive Compensation Tables – Summary Compensation Table.”
3)
The dollar amounts reported in column (d) represent the average of the amounts reported for the NEOs as a group, excluding our PEO, in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2024, Andrew LaBenne, Annie Armstrong, Jordan Cheng and Ronnie Momen, (ii) for 2023, Andrew LaBenne, Annie Armstrong, Jordan Cheng, Ronnie Momen and Brandon Pace, (iii) for 2022, Andrew LaBenne, Annie Armstrong, Ronnie Momen, Brandon Pace and Thomas Casey, (iv) for 2021, Thomas Casey, Valerie Kay, Ronnie Momen and Brandon Pace, and (v) for 2020, Thomas Casey, Annie Armstrong, Bahman Koohestani, Ronnie Momen and Steven Allocca.
       
Peer Group Issuers, Footnote
4)
TSR is cumulative (assuming $100 was invested on December 31, 2019) for the measurement periods beginning on December 31, 2019 and ending on December 31 of each of 2024, 2023, 2022, 2021 and 2020, respectively, calculated in accordance with Item 201(e) of Regulation S-K. The peer group for purposes of this table is the following published industry index: KBW Nasdaq Bank Index.
       
PEO Total Compensation Amount $ 8,914,714 $ 4,560,821 $ 4,919,050 $ 6,938,099 $ 5,906,924
PEO Actually Paid Compensation Amount $ 18,979,296 2,710,871 (14,595,137) 22,811,912 6,487,065
Adjustment To PEO Compensation, Footnote
2)
The dollar amounts reported in column (c) and column (e) represent the: (i) amount of “compensation actually paid” to Mr. Sanborn, our Principal Executive Officer (“PEO”) calculated in accordance with Item 402(v) of Regulation S-K, or (ii) average “compensation actually paid” to the Company’s named executive officers (“NEOs”) as a group, excluding our PEO, calculated in accordance with Item 402(v) of Regulation S-K. The names of each of the NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2024, Andrew LaBenne, Annie Armstrong, Jordan Cheng and Ronnie Momen, (ii) for 2023, Andrew LaBenne, Annie Armstrong, Jordan Cheng, Ronnie Momen and Brandon Pace, (iii) for 2022, Andrew LaBenne, Annie Armstrong, Ronnie Momen, Brandon Pace and Thomas Casey, (iv) for 2021, Thomas Casey, Valerie Kay, Ronnie Momen and Brandon Pace, and (v) for 2020, Thomas Casey, Annie Armstrong, Bahman Koohestani, Ronnie Momen and Steven Allocca. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to total compensation for each year to determine the compensation actually paid:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
PEO or Average of
Non-PEO NEOs
 
 
Reported
Summary
Compensation
Table Total ($)
 
 
Reported Value
of Equity
Awards ($)(a)
 
 
Equity Award
Adjustments
($)(b)
 
 
Reported
Change in the
Actuarial
Present Value
of Pension
Benefits ($)
 
 
Pension
Benefits
Adjustments
($)
 
 
Compensation
Actually Paid
($)
 
 
2024
 
 
PEO
 
 
8,914,714
 
 
(7,160,499)
 
 
17,225,081
 
 
—
 
 
—
 
 
18,979,296
 
 
Average of
Non-PEO NEOs
 
 
2,145,153
 
 
(1,407,557)
 
 
2,602,148
 
 
—
 
 
—
 
 
3,339,744
 
 
2023
 
 
PEO
 
 
4,560,821
 
 
(3,430,801)
 
 
1,580,851
 
 
—
 
 
—
 
 
2,710,871
 
 
Average of
Non-PEO NEOs
 
 
1,815,053
 
 
(1,180,779)
 
 
716,119
 
 
—
 
 
—
 
 
1,350,393
 
 
2022
 
 
PEO
 
 
4,919,050
 
 
(3,472,723)
 
 
(16,041,463)
 
 
—
 
 
—
 
 
(14,595,137)
 
 
Average of
Non-PEO NEOs
 
 
2,796,390
 
 
(2,043,476)
 
 
(3,888,405)
 
 
—
 
 
—
 
 
(3,135,491)
 
 
2021
 
 
PEO
 
 
6,938,099
 
 
(5,805,143)
 
 
21,678,956
 
 
—
 
 
—
 
 
22,811,912
 
 
Average of
Non-PEO NEOs
 
 
2,922,623
 
 
(2,179,648)
 
 
8,326,614
 
 
—
 
 
—
 
 
9,069,589
 
 
2020
 
 
PEO
 
 
5,906,924
 
 
(5,000,004)
 
 
5,580,145
 
 
—
 
 
—
 
 
6,487,065
 
 
Average of
Non-PEO NEOs
 
 
2,882,104
 
 
(2,205,006)
 
 
2,267,157
 
 
—
 
 
—
 
 
2,944,255
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
a)
The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year.
b)
The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The amounts deducted or added in calculating the equity award adjustments are as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
PEO or Average
of Non-PEO
NEOs
 
 
Year End Fair
Value of
Equity
Awards ($)
 
 
Year over
Year Change
in Fair Value
of
Outstanding
and Unvested
Equity
Awards ($)
 
 
Fair Value as
of Vesting
Date of
Equity
Awards
Granted and
Vested in the
Year ($)
 
 
Year over
Year Change
in Fair Value
of Equity
Awards
Granted in
Prior Years
that Vested in
the Year ($)
 
 
Fair Value at
the End of
the Prior Year
of Equity
Awards that
Failed to
Meet Vesting
Conditions in
the Year ($)
 
 
Value of
Dividends or
other Earnings
Paid on Stock
or Option
Awards not
Otherwise
Reflected in
Fair Value or
Total
Compensation
($)
 
 
Total Equity
Award
Adjustments
($)
 
 
2024
 
 
PEO
 
 
13,503,794
 
 
2,973,980
 
 
500,781
 
 
246,526
 
 
—
 
 
—
 
 
17,225,081
 
 
Average of
Non-PEO NEOs
 
 
1,607,799
 
 
584,190
 
 
283,443
 
 
126,716
 
 
—
 
 
—
 
 
2,602,148
 
 
2023
 
 
PEO
 
 
3,010,664
 
 
(1,846,188)
 
 
307,697
 
 
108,678
 
 
—
 
 
—
 
 
1,580,851
 
 
Average of
Non-PEO NEOs
 
 
837,737
 
 
(200,261)
 
 
177,825
 
 
(99,182)
 
 
—
 
 
—
 
 
716,119
 
 
2022
 
 
PEO
 
 
1,591,858
 
 
(12,537,845)
 
 
307,494
 
 
(5,402,970)
 
 
—
 
 
—
 
 
(16,041,463)
 
 
Average of
Non-PEO NEOs
 
 
999,347
 
 
(3,393,486)
 
 
204,083
 
 
(1,698,349)
 
 
—
 
 
—
 
 
(3,888,405)
 
 
2021
 
 
PEO
 
 
7,266,661
 
 
11,274,035
 
 
952,986
 
 
2,185,274
 
 
—
 
 
—
 
 
21,678,956
 
 
Average of
Non-PEO NEOs
 
 
3,001,312
 
 
3,410,557
 
 
679,442
 
 
1,235,303
 
 
—
 
 
—
 
 
8,326,614
 
 
2020
 
 
PEO
 
 
8,082,527
 
 
(333,083)
 
 
248,186
 
 
(1,186,322)
 
 
(1,231,163)
 
 
—
 
 
5,580,145
 
 
Average of
Non-PEO NEOs
 
 
2,743,592
 
 
(168,179)
 
 
94,200
 
 
(291,656)
 
 
(110,800)
 
 
—
 
 
2,267,157
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
        
Non-PEO NEO Average Total Compensation Amount $ 2,145,153 1,815,053 2,796,390 2,922,623 2,882,104
Non-PEO NEO Average Compensation Actually Paid Amount $ 3,339,744 1,350,393 (3,135,491) 9,069,589 2,944,255
Adjustment to Non-PEO NEO Compensation Footnote
2)
The dollar amounts reported in column (c) and column (e) represent the: (i) amount of “compensation actually paid” to Mr. Sanborn, our Principal Executive Officer (“PEO”) calculated in accordance with Item 402(v) of Regulation S-K, or (ii) average “compensation actually paid” to the Company’s named executive officers (“NEOs”) as a group, excluding our PEO, calculated in accordance with Item 402(v) of Regulation S-K. The names of each of the NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2024, Andrew LaBenne, Annie Armstrong, Jordan Cheng and Ronnie Momen, (ii) for 2023, Andrew LaBenne, Annie Armstrong, Jordan Cheng, Ronnie Momen and Brandon Pace, (iii) for 2022, Andrew LaBenne, Annie Armstrong, Ronnie Momen, Brandon Pace and Thomas Casey, (iv) for 2021, Thomas Casey, Valerie Kay, Ronnie Momen and Brandon Pace, and (v) for 2020, Thomas Casey, Annie Armstrong, Bahman Koohestani, Ronnie Momen and Steven Allocca. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to total compensation for each year to determine the compensation actually paid:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
PEO or Average of
Non-PEO NEOs
 
 
Reported
Summary
Compensation
Table Total ($)
 
 
Reported Value
of Equity
Awards ($)(a)
 
 
Equity Award
Adjustments
($)(b)
 
 
Reported
Change in the
Actuarial
Present Value
of Pension
Benefits ($)
 
 
Pension
Benefits
Adjustments
($)
 
 
Compensation
Actually Paid
($)
 
 
2024
 
 
PEO
 
 
8,914,714
 
 
(7,160,499)
 
 
17,225,081
 
 
—
 
 
—
 
 
18,979,296
 
 
Average of
Non-PEO NEOs
 
 
2,145,153
 
 
(1,407,557)
 
 
2,602,148
 
 
—
 
 
—
 
 
3,339,744
 
 
2023
 
 
PEO
 
 
4,560,821
 
 
(3,430,801)
 
 
1,580,851
 
 
—
 
 
—
 
 
2,710,871
 
 
Average of
Non-PEO NEOs
 
 
1,815,053
 
 
(1,180,779)
 
 
716,119
 
 
—
 
 
—
 
 
1,350,393
 
 
2022
 
 
PEO
 
 
4,919,050
 
 
(3,472,723)
 
 
(16,041,463)
 
 
—
 
 
—
 
 
(14,595,137)
 
 
Average of
Non-PEO NEOs
 
 
2,796,390
 
 
(2,043,476)
 
 
(3,888,405)
 
 
—
 
 
—
 
 
(3,135,491)
 
 
2021
 
 
PEO
 
 
6,938,099
 
 
(5,805,143)
 
 
21,678,956
 
 
—
 
 
—
 
 
22,811,912
 
 
Average of
Non-PEO NEOs
 
 
2,922,623
 
 
(2,179,648)
 
 
8,326,614
 
 
—
 
 
—
 
 
9,069,589
 
 
2020
 
 
PEO
 
 
5,906,924
 
 
(5,000,004)
 
 
5,580,145
 
 
—
 
 
—
 
 
6,487,065
 
 
Average of
Non-PEO NEOs
 
 
2,882,104
 
 
(2,205,006)
 
 
2,267,157
 
 
—
 
 
—
 
 
2,944,255
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
a)
The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year.
b)
The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The amounts deducted or added in calculating the equity award adjustments are as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
PEO or Average
of Non-PEO
NEOs
 
 
Year End Fair
Value of
Equity
Awards ($)
 
 
Year over
Year Change
in Fair Value
of
Outstanding
and Unvested
Equity
Awards ($)
 
 
Fair Value as
of Vesting
Date of
Equity
Awards
Granted and
Vested in the
Year ($)
 
 
Year over
Year Change
in Fair Value
of Equity
Awards
Granted in
Prior Years
that Vested in
the Year ($)
 
 
Fair Value at
the End of
the Prior Year
of Equity
Awards that
Failed to
Meet Vesting
Conditions in
the Year ($)
 
 
Value of
Dividends or
other Earnings
Paid on Stock
or Option
Awards not
Otherwise
Reflected in
Fair Value or
Total
Compensation
($)
 
 
Total Equity
Award
Adjustments
($)
 
 
2024
 
 
PEO
 
 
13,503,794
 
 
2,973,980
 
 
500,781
 
 
246,526
 
 
—
 
 
—
 
 
17,225,081
 
 
Average of
Non-PEO NEOs
 
 
1,607,799
 
 
584,190
 
 
283,443
 
 
126,716
 
 
—
 
 
—
 
 
2,602,148
 
 
2023
 
 
PEO
 
 
3,010,664
 
 
(1,846,188)
 
 
307,697
 
 
108,678
 
 
—
 
 
—
 
 
1,580,851
 
 
Average of
Non-PEO NEOs
 
 
837,737
 
 
(200,261)
 
 
177,825
 
 
(99,182)
 
 
—
 
 
—
 
 
716,119
 
 
2022
 
 
PEO
 
 
1,591,858
 
 
(12,537,845)
 
 
307,494
 
 
(5,402,970)
 
 
—
 
 
—
 
 
(16,041,463)
 
 
Average of
Non-PEO NEOs
 
 
999,347
 
 
(3,393,486)
 
 
204,083
 
 
(1,698,349)
 
 
—
 
 
—
 
 
(3,888,405)
 
 
2021
 
 
PEO
 
 
7,266,661
 
 
11,274,035
 
 
952,986
 
 
2,185,274
 
 
—
 
 
—
 
 
21,678,956
 
 
Average of
Non-PEO NEOs
 
 
3,001,312
 
 
3,410,557
 
 
679,442
 
 
1,235,303
 
 
—
 
 
—
 
 
8,326,614
 
 
2020
 
 
PEO
 
 
8,082,527
 
 
(333,083)
 
 
248,186
 
 
(1,186,322)
 
 
(1,231,163)
 
 
—
 
 
5,580,145
 
 
Average of
Non-PEO NEOs
 
 
2,743,592
 
 
(168,179)
 
 
94,200
 
 
(291,656)
 
 
(110,800)
 
 
—
 
 
2,267,157
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
        
Compensation Actually Paid vs. Total Shareholder Return
Compensation Actually Paid vs. TSR
       
Compensation Actually Paid vs. Net Income
Compensation Actually Paid vs. GAAP Net Income (Loss) and PPNR
        
Compensation Actually Paid vs. Company Selected Measure
Compensation Actually Paid vs. GAAP Net Income (Loss) and PPNR
        
Total Shareholder Return Vs Peer Group
Compensation Actually Paid vs. TSR
       
Tabular List, Table
Financial Performance Measures
We believe the below unranked list represents the most important financial performance measures used by the Company to link executive compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year. PPNR and GAAP Net Income were two measures in our 2024 annual cash bonus program. Relative TSR and Adjusted Net Income are the performance metrics used in our 2024 PBRSUs.
■
PPNR
■
GAAP Net Income
■
Relative TSR (see the section entitled “2024 Long-Term Awards – Refresh Performance-Based Restricted Stock Units” on page 35 for additional information on our relative TSR based PBRSU program)
       
Total Shareholder Return Amount $ 128.29 69.26 69.73 191.6 83.68
Peer Group Total Shareholder Return Amount 112.45 84.7 88.96 116.64 86.37
Net Income (Loss) $ 51,300,000 $ 38,900,000 $ 289,700,000 $ 18,600,000 $ (187,500,000)
Company Selected Measure Amount 243,300,000 298,200,000 420,400,000 157,200,000 (184,200,000)
PEO Name Mr. Sanborn Mr. Sanborn Mr. Sanborn Mr. Sanborn Mr. Sanborn
Equity Awards Adjustments, Footnote
b)
The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The amounts deducted or added in calculating the equity award adjustments are as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
PEO or Average
of Non-PEO
NEOs
 
 
Year End Fair
Value of
Equity
Awards ($)
 
 
Year over
Year Change
in Fair Value
of
Outstanding
and Unvested
Equity
Awards ($)
 
 
Fair Value as
of Vesting
Date of
Equity
Awards
Granted and
Vested in the
Year ($)
 
 
Year over
Year Change
in Fair Value
of Equity
Awards
Granted in
Prior Years
that Vested in
the Year ($)
 
 
Fair Value at
the End of
the Prior Year
of Equity
Awards that
Failed to
Meet Vesting
Conditions in
the Year ($)
 
 
Value of
Dividends or
other Earnings
Paid on Stock
or Option
Awards not
Otherwise
Reflected in
Fair Value or
Total
Compensation
($)
 
 
Total Equity
Award
Adjustments
($)
 
 
2024
 
 
PEO
 
 
13,503,794
 
 
2,973,980
 
 
500,781
 
 
246,526
 
 
—
 
 
—
 
 
17,225,081
 
 
Average of
Non-PEO NEOs
 
 
1,607,799
 
 
584,190
 
 
283,443
 
 
126,716
 
 
—
 
 
—
 
 
2,602,148
 
 
2023
 
 
PEO
 
 
3,010,664
 
 
(1,846,188)
 
 
307,697
 
 
108,678
 
 
—
 
 
—
 
 
1,580,851
 
 
Average of
Non-PEO NEOs
 
 
837,737
 
 
(200,261)
 
 
177,825
 
 
(99,182)
 
 
—
 
 
—
 
 
716,119
 
 
2022
 
 
PEO
 
 
1,591,858
 
 
(12,537,845)
 
 
307,494
 
 
(5,402,970)
 
 
—
 
 
—
 
 
(16,041,463)
 
 
Average of
Non-PEO NEOs
 
 
999,347
 
 
(3,393,486)
 
 
204,083
 
 
(1,698,349)
 
 
—
 
 
—
 
 
(3,888,405)
 
 
2021
 
 
PEO
 
 
7,266,661
 
 
11,274,035
 
 
952,986
 
 
2,185,274
 
 
—
 
 
—
 
 
21,678,956
 
 
Average of
Non-PEO NEOs
 
 
3,001,312
 
 
3,410,557
 
 
679,442
 
 
1,235,303
 
 
—
 
 
—
 
 
8,326,614
 
 
2020
 
 
PEO
 
 
8,082,527
 
 
(333,083)
 
 
248,186
 
 
(1,186,322)
 
 
(1,231,163)
 
 
—
 
 
5,580,145
 
 
Average of
Non-PEO NEOs
 
 
2,743,592
 
 
(168,179)
 
 
94,200
 
 
(291,656)
 
 
(110,800)
 
 
—
 
 
2,267,157
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
        
Measure:: 1          
Pay vs Performance Disclosure          
Name PPNR        
Non-GAAP Measure Description
5)
The dollar amounts reported represent the amount of “GAAP Net Income (Loss)” or “PPNR,” as applicable, reported in the Company’s financial reports on Form 10-K. PPNR is a non-GAAP financial measure. See Exhibit A of this Proxy Statement for more information on our use of non-GAAP financial measures and a reconciliation of PPNR to the nearest GAAP measure.
       
Measure:: 2          
Pay vs Performance Disclosure          
Name GAAP Net Income        
Measure:: 3          
Pay vs Performance Disclosure          
Name Relative TSR        
PEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 0 $ 0 $ 0 $ 0 $ 0
PEO | Aggregate Pension Adjustments Service Cost          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (7,160,499) (3,430,801) (3,472,723) (5,805,143) (5,000,004)
PEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 17,225,081 1,580,851 (16,041,463) 21,678,956 5,580,145
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 13,503,794 3,010,664 1,591,858 7,266,661 8,082,527
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 2,973,980 (1,846,188) (12,537,845) 11,274,035 (333,083)
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 500,781 307,697 307,494 952,986 248,186
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 246,526 108,678 (5,402,970) 2,185,274 (1,186,322)
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 (1,231,163)
PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
Non-PEO NEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
Non-PEO NEO | Aggregate Pension Adjustments Service Cost          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,407,557) (1,180,779) (2,043,476) (2,179,648) (2,205,006)
Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 2,602,148 716,119 (3,888,405) 8,326,614 2,267,157
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,607,799 837,737 999,347 3,001,312 2,743,592
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 584,190 (200,261) (3,393,486) 3,410,557 (168,179)
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 283,443 177,825 204,083 679,442 94,200
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 126,716 (99,182) (1,698,349) 1,235,303 (291,656)
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 (110,800)
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 0 $ 0 $ 0 $ 0 $ 0
v3.25.1
Award Timing Disclosure
 12 Months Ended
Dec. 31, 2024
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure
Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information. We do not grant stock options, SARs or similar option-like instruments to our NEOs or other employees in anticipation of the release of material nonpublic information about the Company, and we do not time the public release of such information based on stock option grant dates. We discontinued the use of stock options as equity awards for our employees in 2017.
Award Timing Method We discontinued the use of stock options as equity awards for our employees in 2017.
Award Timing MNPI Considered true
Award Timing, How MNPI Considered We do not grant stock options, SARs or similar option-like instruments to our NEOs or other employees in anticipation of the release of material nonpublic information about the Company, and we do not time the public release of such information based on stock option grant dates.
MNPI Disclosure Timed for Compensation Value false
v3.25.1
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true