SOFI TECHNOLOGIES, INC., DEF 14A filed on 4/15/2025
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 SoFi Technologies, Inc.
Entity Central Index Key 0001818874
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
Value of Initial Fixed $100 Invested Based on:
Performance Year
Summary Compensation Table Total for Principal Executive Officer(1)
Compensation Actually Paid to Principal Executive Officer(1)
Average Summary Compensation Table Total for Non-PEO Named Executive Officers(1)
Average Compensation Actually Paid to Non-PEO Named Executive Officers(1)
Total Shareholder Return(2)
Peer Group Total Shareholder Return(2)
Net Income (Loss)
($ in thousands)
Company-Selected Measure —Adjusted Net Revenue
($ in thousands)
2024$28,072,183 $64,579,825 $7,423,306 $15,505,155 67.99 144.52 $498,665 $2,606,170 
202318,263,886 71,327,408 5,314,098 13,499,433 43.93 111.54 (300,742)2,073,940 
202212,893,293 (121,490,627)10,363,699 (25,896,259)20.35 77.11 (320,407)1,540,492 
2021102,998,110 119,107,305 19,026,864 20,461,726 70.42 114.30 (483,937)1,010,325 
202053,533,739 92,386,353 11,039,231 17,084,857 n/an/a(224,053)621,207 
       
Named Executive Officers, Footnote Mr. Noto is represented as the principal executive officer (“PEO”) for each of the performance years presented. For the 2024 performance year, the non-PEO named executive officers (“non-PEO NEOs”) include Messrs. Lapointe, Pinto, Schuppenhauer, and Simcock. For the 2023 performance year, the non-PEO NEOs include Mr. Lapointe, Chad Borton, Derek White, and Aaron Webster. For the 2022 performance year, the non-PEO NEOs include Messrs. Lapointe, Borton, and Webster, Jeremy Rishel, and Michelle Gill. For the 2021 performance year, the non-PEO NEOs include Messrs. Lapointe and White, and Ms. Gill and Jennifer Nuckles. For the 2020 performance year, the non-PEO NEOs include Mr. Lapointe and Mses. Gill and Nuckles, and Maria Renz.        
Peer Group Issuers, Footnote Total Shareholder Return (“TSR”) is cumulative for the measurement periods beginning on June 1, 2021 (the date our Common Stock commenced trading on Nasdaq) and ending on the last day in 2024, 2023, 2022 and 2021, calculated in accordance with Item 201(e) of Regulation S-K. “Peer Group” represents the Nasdaq Composite index for the years disclosed in the table. No information is provided for 2020, as Social Finance common stock was not publicly traded.        
PEO Total Compensation Amount $ 28,072,183 $ 18,263,886 $ 12,893,293 $ 102,998,110 $ 53,533,739
PEO Actually Paid Compensation Amount $ 64,579,825 71,327,408 (121,490,627) 119,107,305 92,386,353
Adjustment To PEO Compensation, Footnote
The Compensation Committee does not utilize CAP as the basis for making compensation decisions. The calculation of CAP requires that we make adjustments to amounts previously reported in the Summary Compensation Table for the years presented. The SEC’s valuation and calculation methods for CAP differ from those required in the Summary Compensation Table. The table below summarizes compensation values presented in the Summary Compensation Table and the adjusted values required to reconcile these values to the CAP presented above. The amounts shown below for non-PEO NEOs for each year represents an average of all non-PEO NEOs. CAP to the PEO and non-PEO NEOs represents Summary Compensation Table total compensation adjusted by the following amounts:
Reconciliation of Summary Compensation Table Total to Compensation Actually Paid(1)
Summary Compensation Table Total
Summary Compensation Table Total(2)
Plus Fair Value of
Equity Awards Granted in Covered Year and Unvested at Year End
Change in Fair Value of Equity Awards Granted in Prior
Years and Unvested
at Year End
Plus Fair Value of Equity Awards Granted and Vested in Covered YearLess Fair Value of Equity Awards Reported in the Summary Compensation Table in the Covered YearChange in Fair Value of Equity Awards Granted in Prior
Years and Vested in Covered Year
Less Fair Value of Equity Awards Granted in Prior Years and Forfeited in Covered Year(3)
Compensation Actually Paid(4)
2024 - PEO$28,072,183 $40,688,124 $17,102,610 $4,192,528 $(24,132,183)$(1,343,437)$— $64,579,825 
2024 - non-PEO NEOs7,423,306 12,200,973 1,285,577 1,291,223 (6,603,620)(92,304)— 15,505,155 
2023 - PEO18,263,886 15,177,352 38,174,780 4,789,636 (14,196,036)9,117,790 — 71,327,408 
2023 - non-PEO NEOs5,314,098 4,320,061 5,182,666 1,363,314 (4,168,098)1,487,392 — 13,499,433 
2022 – PEO12,893,293 4,684,963 (99,602,444)— (9,400,414)(30,066,025)— (121,490,627)
2022 – non-PEO NEOs10,363,699 6,032,115 (11,117,288)927,430 (9,026,274)(3,934,694)(19,141,247)(25,896,259)
2021 – PEO102,998,110 46,631,650 45,712,042 — (101,187,079)24,952,582 — 119,107,305 
2021 – non-PEO NEOs19,026,864 13,477,008 831,998 2,002,816 (17,674,364)2,797,404 — 20,461,726 
2020 – PEO53,533,739 56,968,264 27,737,216 2,406,701 (52,118,397)3,858,830 — 92,386,353 
2020 – non-PEO NEOs11,039,231 13,250,711 1,257,859 1,297,375 (10,017,783)257,464 — 17,084,857 
__________________
(1)Fair values are calculated in accordance with ASC 718 as of the end of the respective year, other than awards that vest in the covered year, which are valued as of the applicable vesting dates.
(2)Reflects the total compensation amount for the PEO and average total compensation amount for the non-PEO NEOs as reported in the Summary Compensation Table for each year presented.
(3)Reflects awards that failed to meet vesting conditions during the covered year.
(4)Reflects the actual CAP for the PEO and average CAP for the non-PEO NEOs.
       
Non-PEO NEO Average Total Compensation Amount $ 7,423,306 5,314,098 10,363,699 19,026,864 11,039,231
Non-PEO NEO Average Compensation Actually Paid Amount $ 15,505,155 13,499,433 (25,896,259) 20,461,726 17,084,857
Adjustment to Non-PEO NEO Compensation Footnote
The Compensation Committee does not utilize CAP as the basis for making compensation decisions. The calculation of CAP requires that we make adjustments to amounts previously reported in the Summary Compensation Table for the years presented. The SEC’s valuation and calculation methods for CAP differ from those required in the Summary Compensation Table. The table below summarizes compensation values presented in the Summary Compensation Table and the adjusted values required to reconcile these values to the CAP presented above. The amounts shown below for non-PEO NEOs for each year represents an average of all non-PEO NEOs. CAP to the PEO and non-PEO NEOs represents Summary Compensation Table total compensation adjusted by the following amounts:
Reconciliation of Summary Compensation Table Total to Compensation Actually Paid(1)
Summary Compensation Table Total
Summary Compensation Table Total(2)
Plus Fair Value of
Equity Awards Granted in Covered Year and Unvested at Year End
Change in Fair Value of Equity Awards Granted in Prior
Years and Unvested
at Year End
Plus Fair Value of Equity Awards Granted and Vested in Covered YearLess Fair Value of Equity Awards Reported in the Summary Compensation Table in the Covered YearChange in Fair Value of Equity Awards Granted in Prior
Years and Vested in Covered Year
Less Fair Value of Equity Awards Granted in Prior Years and Forfeited in Covered Year(3)
Compensation Actually Paid(4)
2024 - PEO$28,072,183 $40,688,124 $17,102,610 $4,192,528 $(24,132,183)$(1,343,437)$— $64,579,825 
2024 - non-PEO NEOs7,423,306 12,200,973 1,285,577 1,291,223 (6,603,620)(92,304)— 15,505,155 
2023 - PEO18,263,886 15,177,352 38,174,780 4,789,636 (14,196,036)9,117,790 — 71,327,408 
2023 - non-PEO NEOs5,314,098 4,320,061 5,182,666 1,363,314 (4,168,098)1,487,392 — 13,499,433 
2022 – PEO12,893,293 4,684,963 (99,602,444)— (9,400,414)(30,066,025)— (121,490,627)
2022 – non-PEO NEOs10,363,699 6,032,115 (11,117,288)927,430 (9,026,274)(3,934,694)(19,141,247)(25,896,259)
2021 – PEO102,998,110 46,631,650 45,712,042 — (101,187,079)24,952,582 — 119,107,305 
2021 – non-PEO NEOs19,026,864 13,477,008 831,998 2,002,816 (17,674,364)2,797,404 — 20,461,726 
2020 – PEO53,533,739 56,968,264 27,737,216 2,406,701 (52,118,397)3,858,830 — 92,386,353 
2020 – non-PEO NEOs11,039,231 13,250,711 1,257,859 1,297,375 (10,017,783)257,464 — 17,084,857 
__________________
(1)Fair values are calculated in accordance with ASC 718 as of the end of the respective year, other than awards that vest in the covered year, which are valued as of the applicable vesting dates.
(2)Reflects the total compensation amount for the PEO and average total compensation amount for the non-PEO NEOs as reported in the Summary Compensation Table for each year presented.
(3)Reflects awards that failed to meet vesting conditions during the covered year.
(4)Reflects the actual CAP for the PEO and average CAP for the non-PEO NEOs.
       
Compensation Actually Paid vs. Total Shareholder Return
The following graph compares the CAP to our PEO, the average of the CAP to our non-PEO NEOs and TSR for the Company and the Nasdaq Composite Index, which is cumulative based on the performance of a $100 investment from June 1, 2021 (the date our Common Stock commenced trading on Nasdaq) to December 31, 2024. The graph below shows a connection between compensation actually paid and TSR.
4644
       
Compensation Actually Paid vs. Net Income
The following graph compares the CAP to our PEO, the average of the CAP to our non-PEO NEOs and the Company’s net income (loss).
3987
       
Compensation Actually Paid vs. Company Selected Measure
The following graph compares the CAP to our PEO, the average of the CAP to our non-PEO NEOs and the Company’s adjusted net revenue.
4172
       
Total Shareholder Return Vs Peer Group
The following graph compares the CAP to our PEO, the average of the CAP to our non-PEO NEOs and TSR for the Company and the Nasdaq Composite Index, which is cumulative based on the performance of a $100 investment from June 1, 2021 (the date our Common Stock commenced trading on Nasdaq) to December 31, 2024. The graph below shows a connection between compensation actually paid and TSR.
4644
       
Total Shareholder Return Amount $ 67.99 43.93 20.35 70.42  
Peer Group Total Shareholder Return Amount 144.52 111.54 77.11 114.30  
Net Income (Loss) $ 498,665,000 $ (300,742,000) $ (320,407,000) $ (483,937,000) $ (224,053,000)
Company Selected Measure Amount 2,606,170,000 2,073,940,000 1,540,492,000 1,010,325,000 621,207,000
PEO Name Mr. Noto        
Additional 402(v) Disclosure
Our NEOs’ annual target total direct compensation is heavily weighted towards short and long-term performance. The majority of our NEOs’ annual target total direct compensation is both variable in nature and “at-risk.” Adjusted net revenue is one of the primary measures in our performance-based Annual Cash Bonus Plan. Our long-term incentives are time-based RSUs, in addition to PSUs that we grant from time to time. The compensation actually paid to our NEOs largely reflects the volatility in the Company’s stock price over the period of time covered in the table.
In accordance with Item 402(v) of Regulation S-K, the following are the performance measures, both financial and nonfinancial in nature, that the Company has determined to represent the most important performance measures used to link CAP (for both the PEO and the non-PEO NEOs) for the most recent year to Company performance:
Most Important Performance Measures
Adjusted Net Revenue (Company Selected Measure)
Adjusted EBITDA
New Members
Absolute Growth in Tangible Book Value
Return on Tangible Equity
Adjusted net revenue (financial performance measure and Company-selected measure)
Adjusted net revenue is a non-GAAP measure. Adjusted net revenue is defined as total net revenue, adjusted to exclude the fair value changes in servicing rights and residual interests classified as debt due to valuation inputs and assumptions changes, which relate only to our Lending segment, as well as gains and losses on extinguishment of debt. We adjust total net revenue to exclude these items, as they are non-cash charges that are not realized during the period or not indicative of our core operating performance, and therefore positive or negative changes do not impact the cash available to fund our operations. Management believes this measure is useful because it enables management and investors to assess our underlying operating performance and cash available to fund our operations. In addition, management uses this measure to better decide on the proper expenses to authorize for each of our operating segments, to ultimately help achieve target contribution profit margins.
Refer to Appendix A for an additional discussion of adjusted net revenue, as well as a reconciliation to the most directly comparable GAAP measure.
Adjusted EBITDA (financial performance measure)
Adjusted EBITDA is a non-GAAP measure. Adjusted EBITDA is defined as net income (loss), adjusted to exclude, as applicable: (i) corporate borrowing-based interest expense (our adjusted EBITDA measure is not adjusted for warehouse or securitization-based interest expense, nor deposit interest expense and finance lease liability interest expense, as these are direct operating expenses), (ii) income tax expense (benefit), (iii) depreciation and amortization, (iv) share-based expense (inclusive of equity-based payments to non-employees), (v) restructuring charges, (vi) impairment expense (inclusive of goodwill impairment and property, equipment and software abandonments), (vii) transaction-related expenses, (viii) foreign currency impacts related to operations in highly inflationary countries, (ix) fair value changes in each of servicing rights and residual interests classified as debt due to valuation assumptions, (x) gain on extinguishment of debt, and (xi) other charges, as appropriate, that are not expected to recur and are not indicative of our core operating performance. Management believes adjusted EBITDA is a useful measure for period-over-period comparisons of our business. This measure enables management and investors to assess our core operating performance or results of operations by removing the effects of certain non-cash items and charges, as well as the impact of changes in volume over periods as applicable. In addition, management uses this measure to help evaluate cash flows generated from operations and the extent of additional capital, if any, required to invest in strategic initiatives.
Refer to Appendix A for an additional discussion of adjusted EBITDA, as well as a reconciliation to the most directly comparable GAAP measure.
New Members (non-financial performance measure)
We refer to our customers as “members”. We define a member as someone who has a lending relationship with us through origination and/or ongoing servicing, opened a financial services account, linked an external account to our platform or signed up for our credit score monitoring service. Our members have access to our CFPs, our member events, our content, educational material, news, and our tools and calculators, which are provided at no cost to the member. Beginning in the first quarter of 2024, we aligned our methodology for calculating member and product metrics with our member and product definitions to include co-borrowers, co-signers, and joint- and co-account holders, as applicable. Quarterly amounts for prior periods were determined to be immaterial and were not recast. Once someone becomes a member, they are always considered a member unless they are removed in accordance with our terms of service, in which case, we adjust our total number of members. This could occur for a variety of reasons—including fraud or pursuant to certain legal processes—and, as our terms of service evolve together with our business practices, product offerings and applicable regulations, our grounds for removing members from our total member count could change. The determination that a member should be removed in accordance with our terms of service is subject to an evaluation process, following the completion, and based on the results, of which, relevant members and their associated products are removed from our total member count in the period in which such evaluation process concludes. However, depending on the length of the evaluation process, that removal may not take place in the same period in which the member was added to our member count or the same period in which the circumstances leading to their removal occurred. For this reason, our total member count may not yet reflect adjustments that may be made once ongoing evaluation processes, if any, conclude.
“New member” metrics for the relevant period reflect actual growth or declines in members and products that occurred in that period whereas the total number of members and products reflects not only the growth or decline of each metric in the current period but also additions or deletions due to prior period factors, if any.
Absolute Growth in Tangible Book Value (financial performance measure)
Absolute Growth in Tangible Book Value means the growth of the Company’s Tangible Book Value, defined as the dollar amount representing the Company’s aggregate assets less the Company’s aggregate liabilities as set forth in the Company’s most recent audited financial statements, measured over the Measurement Period, as defined in the individual award agreement, excluding the effects of any capital raises, acquisitions, intangible value and goodwill.
Return on Tangible Equity (financial performance measure)
Return on tangible equity is defined as the Company’s net income (loss), adjusted to exclude certain items that are not expected to recur and are not indicative of our core operating performance, divided by average stockholders equity, adjusted to exclude the effects of capital raises, intangible value, and goodwill.
       
Measure:: 1          
Pay vs Performance Disclosure          
Name Adjusted net revenue        
Measure:: 2          
Pay vs Performance Disclosure          
Name Adjusted EBITDA        
Measure:: 3          
Pay vs Performance Disclosure          
Name New Members        
Measure:: 4          
Pay vs Performance Disclosure          
Name Absolute Growth in Tangible Book Value        
Measure:: 5          
Pay vs Performance Disclosure          
Name Return on Tangible Equity        
PEO | Equity Awards Granted During The Year, Unvested [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 40,688,124 $ 15,177,352 $ 4,684,963 $ 46,631,650 $ 56,968,264
PEO | Equity Awards Granted In Prior Years, Unvested [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 17,102,610 38,174,780 (99,602,444) 45,712,042 27,737,216
PEO | Equity Awards Granted During The Year, Vested [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 4,192,528 4,789,636 0 0 2,406,701
PEO | Equity Awards Reported Value [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (24,132,183) (14,196,036) (9,400,414) (101,187,079) (52,118,397)
PEO | Equity Awards Granted In Prior Years, Vested [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,343,437) 9,117,790 (30,066,025) 24,952,582 3,858,830
PEO | Equity Awards Granted In Prior Years, Failed To Meet Vesting Conditions [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
Non-PEO NEO | Equity Awards Granted During The Year, Unvested [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 12,200,973 4,320,061 6,032,115 13,477,008 13,250,711
Non-PEO NEO | Equity Awards Granted In Prior Years, Unvested [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,285,577 5,182,666 (11,117,288) 831,998 1,257,859
Non-PEO NEO | Equity Awards Granted During The Year, Vested [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,291,223 1,363,314 927,430 2,002,816 1,297,375
Non-PEO NEO | Equity Awards Reported Value [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (6,603,620) (4,168,098) (9,026,274) (17,674,364) (10,017,783)
Non-PEO NEO | Equity Awards Granted In Prior Years, Vested [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (92,304) 1,487,392 (3,934,694) 2,797,404 257,464
Non-PEO NEO | Equity Awards Granted In Prior Years, Failed To Meet Vesting Conditions [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 0 $ 0 $ (19,141,247) $ 0 $ 0
v3.25.1
Award Timing Disclosure
12 Months Ended
Dec. 31, 2024
Award Timing Disclosures [Line Items]  
Award Timing Predetermined true
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