LendingClub Corp

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

LendingClub Corporation(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

595 Market Street, Suite 200

San Francisco, California 94105

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 11, 2024

To Our Stockholders:

NOTICE IS HEREBY GIVEN that the 2024 Annual Meeting of Stockholders of LendingClub Corporation (the “Company,” “LendingClub,” “we,” “us” and “our”) will be held on June 11, 2024 at 8:00 a.m. Pacific Time via the Internet atwww.virtualshareholdermeeting.com/LC2024 (the “Annual Meeting”). There is no physical location for the Annual Meeting.

At the Annual Meeting, you will be asked to:

1. Elect Syed Faiz Ahmad (Faiz Ahmad), Allan Landon and Timothy Mayopoulos as Class I directors, each of whom is currently serving on our Board of Directors, to serve until the 2027 Annual Meeting of Stockholders and until his successor has been elected and qualified or his earlier death, resignation or removal;

2. Approve, on a non-binding advisory basis, the compensation of our named executive officers as disclosed in the Proxy Statement;

3. Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024;

4. Approve a management proposal to amend and restate the Company’s Restated Certificate of Incorporation to phase in the declassification of our Board of Directors;

5. Approve a management proposal to amend and restate the Company’s Restated Certificate of Incorporation to remove the supermajority voting requirements to amend our governing documents;

6. Approve a management proposal to amend and restate the Company’s Restated Certificate of Incorporation to limit the personal liability of certain officers of the Company as permitted by Delaware law; and

7. Approve a management proposal to amend and restate the Company’s 2014 Employee Stock Purchase Plan to extend the expiration of the 2014 Employee Stock Purchase Plan by ten years from December 2024 to December 2034, and make certain other changes.

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice.

Only stockholders of record at the close of business on April 15, 2024 are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof.

By Order of the Board of Directors,

Jordan Cheng

General Counsel and Corporate Secretary

San Francisco, California

April 25, 2024

Whether or not you expect to participate in the Annual Meeting, please vote via the Internet, by phone, or complete, date, sign and promptly return the accompanying proxy in the enclosed postage-paid envelope (if applicable) so that your shares may be represented at the Annual Meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 11, 2024: THIS PROXY STATEMENT, PROXY, AND THE ANNUAL REPORT ARE AVAILABLE AT WWW.PROXYVOTE.COM

Dear Stockholders,

As a digitally native, vertically integrated, customer-focused company, and one of a small number of fintech companies with a national bank charter, we are building a new kind of bank, one that aims to advantage our members with the information, tools, and guidance they need to achieve their own version of financial success. We do this by leveraging data and technology to increase access to credit, lower borrowing costs, and improve the return on savings – all through a smart, simple, and rewarding digital experience.

Despite a challenging macroeconomic environment, we continue to develop and launch market-leading products and features. In 2023, we sold over $1.5 billion in Structured Certificates – a new type of structured program transaction that allows investors to earn compelling levered returns without the need for the financing typically required for a whole loan purchase, while we earn an attractive yield with remote credit risk. For consumers, we’re introducing TopUp TM and CleanSweep TM products, which give our members additional avenues for additional money and/or lower debt payments. And we have more on the roadmap, as we leverage our commitment to innovation and our marketplace bank model to advantage our members.

We’ve been able to accomplish the above while maintaining our commitment to remain profitable throughout 2023. Given the adverse impact of the ongoing macroeconomic environment on our business, we resized our expense base. Unfortunately, that included difficult decisions to streamline our workforce. However, among other factors, our resolve on expense management positioned us to successfully exit our operating agreement with the Office of the Comptroller of the Currency (OCC) in early 2024. We remain keenly focused on prudently operating the business, including delivering on credit quality.

Maintaining high employee engagement and productivity necessitate that we deliver a compelling combination of culture, opportunity, and compensation. As a fintech company with a substantial presence in the San Francisco Bay Area, we have historically operated a broad-based, equity oriented, long-term incentive program to deliver market-required compensation. We are cognizant of the dilution this creates on our stockholders and have implemented several changes to reduce the overhang and annual utilization rate from our equity compensation program to below 20% and 4%, respectively, by the end of 2027. We engaged with many of our largest stockholders on the topic and they have been nearly universally supportive of our efforts and initiatives, including allocating a greater portion of target compensation to cash compensation in lieu of equity compensation to reach our stated dilution targets.

As we reduce equity participation through our equity compensation program, we are evaluating the merits of resuming our Employee Stock Purchase Plan to provide employees another avenue for equity participation. Therefore, this year we have included a proposal to extend the expiration of our 2014 Employee Stock Purchase Plan, which otherwise expires in December 2024. Please note that the proposal does not solicit any new shares, nor does it extend the existing evergreen provision, which sunset per its original terms earlier this year. Please refer to page 69 of this proxy statement for more information on this important proposal.

Further, we have included two important governance proposals for your consideration. First, we continue to believe in the merits of a declassified board and have again included a proposal this year to phase out our current classified board structure. Second, we have again included a proposal this year to remove the supermajority voting standard to amend our governing documents. In 2023, more than 99% of our stockholders that voted supported these measures; however, we did not receive the necessary number of votes for them to pass. These proposals, along with our efforts to reduce the dilution from equity compensation, address the most common areas of stockholder feedback. Therefore, we highly encourage you to vote “FOR” each of these proposals.

Although the macro environment appears likely to remain dynamic and uncertain over the near and intermediate term, we believe that LendingClub has tremendous opportunities ahead and is well placed to resume growth as conditions stabilize.

With our award-winning banking product, market-leading lending capabilities, innovation-oriented culture and seasoned executive team, we remain optimistic about our future and committed to creating value for our stockholders, as well as our customers, employees and communities.

On behalf of the Board, thank you for your investment in LendingClub.

Sincerely,

Scott Sanborn, Chief Executive Officer and member of the Board

John C. (Hans) Morris, Independent Chairman of the Board

2024 PROXY STATEMENT

TABLE OF CONTENTS

2024 PROXY STATEMENT | PROXY SUMMARY

PROXY SUMMARY

April 25, 2024