Upstart Holdings, Inc.

Role of the Compensation Committee

The compensation committee establishes our executive compensation philosophy and oversees the design and administration of our executive compensation program. The compensation committee reviews and approves compensation for our executives and ensures that our program supports long-term stockholder value creation, talent retention, and prudent risk management.

The compensation committee has authority under its charter to retain independent legal counsel, compensation consultants, and other advisors as it deems appropriate. The charter, which is reviewed annually and updated as necessary, is available on our investor relations website.

While the compensation committee retains full decision-making authority, it considers input from its independent compensation consultant, as well as management, including our CEO, CFO, Chief People Officer, Vice President of Total Rewards, and legal counsel. Management assists in developing recommendations for executive compensation, other than for our CEO.

The compensation committee approves compensation for all executive officers other than the CEO, including base salary, target annual incentive opportunities, actual incentive payouts, and long-term equity awards. The compensation committee recommends our CEO’s compensation to the independent members of the Board (excluding Messrs. Girouard and Gu), who make the final determination. Our CEO is not present during deliberations regarding his own compensation.

The compensation committee meets quarterly and calls special meetings as needed, and it periodically reports to and consults with the full Board on compensation matters.

Annual Review Process

At the beginning of each year, the compensation committee reviews our executive compensation program, including incentive plans and equity frameworks, to evaluate whether the program:

Following this review, the compensation committee makes adjustments as appropriate to existing programs or adopts new structures to ensure continued alignment with business needs and market conditions.

Factors Considered in 2025 Compensation Decisions

In determining 2025 compensation for our executive officers, the compensation committee considered a range of qualitative and quantitative factors, including:

These factors are not assigned predetermined weightings, nor does the compensation committee apply formulaic decision-making beyond established incentive plan mechanics. Instead, the compensation committee exercises informed judgment, drawing on its members’ experience, knowledge of the Company and its executives, and understanding of the competitive landscape.

As part of this process, the compensation committee annually evaluates the CEO’s performance and makes a compensation recommendation to the independent members of the Board, who approve the CEO’s base salary, target incentive opportunities, actual incentive payouts, and long-term equity awards.

Role of our CEO

Our CEO works closely with the compensation committee in evaluating and recommending compensation for our other executive officers, all of whom report to him. Our CEO provides input on the design and structure of the annual executive incentive plan and makes recommendations regarding individual compensation actions.

At the beginning of each year, our CEO assesses the prior-year performance of each executive officer and shares those evaluations with the compensation committee. Based on company performance and his assessment of each executive’s leadership, impact, and achievement of individual objectives, our CEO recommends adjustments to base salary, target annual incentive opportunities, actual incentive payouts, and long-term equity awards (other than for himself).

The compensation committee reviews these recommendations in the context of company performance, competitive market data provided by its independent compensation consultant (Compensia), internal pay alignment, retention considerations, and the other factors described above. The compensation committee retains full discretion and independently determines the target total compensation and individual compensation elements for each executive officer other than the CEO.

CEO recommendations and competitive market data inform, but do not dictate, the compensation committee’s decisions. The compensation committee applies its own judgment and experience in determining final outcomes. No executive officer participates in decisions regarding his or her own compensation.

Role of Compensation Consultant

Pursuant to its charter, the compensation committee has the authority to engage its own legal counsel and other advisors, including compensation consultants, as it determines in its sole discretion, to assist in carrying out its responsibilities. The compensation committee makes all determinations regarding the engagement, fees, and services of these advisors, and any such advisor reports directly to the compensation committee.

Since 2021, the compensation committee has engaged Compensia to provide information, analysis, and other assistance relating to our executive compensation program on an ongoing basis. In 2025, pursuant to this authority, the nature and scope of the services provided to the compensation committee by Compensia included the following:

Compensia reports directly to the compensation committee rather than to management, although Compensia may meet with members of management, including our CEO, Chief People Officer and members of our People team, for purposes of gathering information on proposals that management may make to the compensation committee.

The compensation committee may replace its compensation consultant or hire additional advisors at any time. Compensia did not provide any other consulting or other services to us and has received no compensation other than with respect to the services described above.

The compensation committee has assessed the independence of Compensia taking into account, among other things, the various factors as set forth in Exchange Act Rule 10C-1 and the enhanced independence standards and factors set forth in the applicable listing standards of the Nasdaq Global Select Market, and has concluded that its relationship with Compensia and the work of Compensia on behalf of the compensation committee has not raised any conflict of interest.

Competitive Positioning and Compensation Peer Group

The compensation committee, with support from its independent compensation consultant, develops and periodically reviews a compensation peer group to inform its assessment of competitive market positioning. Peer group data is supplemented with broader executive compensation survey data drawn from publicly traded technology companies of comparable size, complexity, and growth profile. Market data serves as one reference point in the compensation committee’s deliberations; it does not determine compensation outcomes.

In October 2024, the compensation committee engaged Compensia to review the peer group used to inform 2025 compensation decisions and to assess evolving competitive practices. Compensia conducted a comprehensive evaluation of U.S.-based publicly traded companies, considering factors including:

In constructing the peer group, the compensation committee recognized that there is no well-defined or widely accepted peer cohort for emerging AI-enabled fintech platforms. Companies in this sector often span multiple industry classifications and exhibit wide dispersion in business models, capital intensity, regulatory exposure, and volatility profiles. As a result, strict industry matching alone would not yield a sufficiently comparable or stable reference group.

Accordingly, the compensation committee prioritized a balanced approach that considers talent competition, growth characteristics, business complexity, and capital market profile, rather than relying solely on traditional industry categorization. Following this review, the compensation committee approved a peer group consisting of 22 publicly traded technology-oriented companies.

The companies comprising the 2025 compensation peer group were as follows:

Companies that were removed from the previous peer group include Alteryx (who was acquired) and Green Dot and LivePerson (whose market capitalizations fell below the screening criteria). They were replaced by Alkami Technology, C3.ai, nCino and Q2 Holdings in line with the above mentioned criteria.

This compensation peer group informed the compensation committee’s annual review of our 2025 executive compensation program. In constructing the group, the compensation committee sought to position Upstart thoughtfully within the range of peer company revenue and market capitalization, as reflected in the table below. The objective was to create a reference set that reflects both the scale of our operations and our capital markets profile, while acknowledging the unique characteristics of our business model.

The compensation committee placed particular emphasis on market capitalization alignment for several reasons. First, long-term equity incentives represent a substantial portion of executive compensation, and equity award values are inherently influenced by market capitalization and investor expectations regarding growth and risk. Second, given the variability in our revenue profile in recent periods due to macroeconomic conditions affecting credit demand and funding markets, revenue alone was not viewed as a sufficiently stable benchmark for positioning purposes. Market capitalization, which incorporates forward-looking investor sentiment and expected performance, was therefore considered a more balanced and durable reference point.

The compensation committee also recognizes that proxy advisory firms construct peer groups using quantitative screens that may yield somewhat different comparator sets. While we monitor those methodologies, our peer group is designed to reflect the executive talent markets in which we compete and the operational and strategic complexity of our business. We believe this approach results in a more relevant and analytically sound benchmarking framework for compensation decision-making. Market data derived from this peer group is used as a reference input, not as a formulaic determinant of compensation outcomes.

The compensation committee reviewed compensation data from the approved peer group together with industry-specific survey data from the Radford data and analytics platform to inform its understanding of the competitive executive talent market. These sources were used to assess prevailing compensation levels, program design practices, and emerging trends. The compensation committee then evaluated our executive compensation structure and individual pay levels relative to this broader market context.

The compensation committee does not establish compensation solely by reference to benchmarking to a peer or other representative group of companies. Rather, market information serves as a reference point within a broader decision-making framework. The compensation committee believes competitive data is valuable in two respects: it helps ensure our program remains externally competitive in attracting and retaining executive talent, and it provides context for evaluating the reasonableness and alignment of individual compensation elements and total direct compensation.

Market data is one of several inputs considered in the compensation committee’s deliberations and does not dictate outcomes. Final compensation decisions reflect the compensation committee’s independent judgment, informed by company performance, individual contribution, internal alignment, retention considerations, and long-term stockholder interests.