SoFi Technologies Inc
For the period ended Jun 30, 2024. Filed Aug 6, 2024.
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Jun 30, 2024 · Filed Aug 6, 2024
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Item 5. Other Information
On May 23, 2024, Jeremy Rishel, our Chief Technology Officer, adopted a trading arrangement during an open trading window for the sale of the Company’s common stock (a “Rule 10b5-1 Trading Plan”) that is intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c). Mr. Rishel’s Rule 10b5-1 Trading Plan, which has a term ending on August 29, 2025, provides for the sale of up to 1,087,005 shares of common stock pursuant to one or more market or limit orders.
During the three months ended June 30, 2024, no other Company director or officer (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934)adopted, terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).
We adopted the SoFi Technologies, Inc. Executive Severance Plan (the “Severance Plan”) on August 5, 2024 which provides severance protection to our Chief Executive Officer, Chief Financial Officer and, to the extent designated by the
Board, direct reports of the Chief Executive Officer that are either (i) an executive vice president in charge of a group of business units, (ii) a division or function chief executive, or (iii) an officer performing a policy making function (the “Covered Executives”). The benefits provided in the Severance Plan will generally replace any severance benefits for which such Covered Executives may be eligible under their pre-existing employment or other arrangements (“pre-existing arrangements”), provided that if such pre-existing arrangements provide for benefits that are greater than the provisions of the Severance Plan, such pre-existing arrangements shall, without duplication, continue to apply.
The Severance Plan provides that upon a termination for any reason other than for “cause,” the Covered Executive will be entitled to receive, (a) twelve months’ continued base salary, (b) twelve months of the employer contribution for COBRA, and (c) a prorated annual bonus, the total amount of which is determined in the Board’s sole discretion based on actual performance; provided that the amounts set forth in (a) and (b) will cease if the Covered Executive commences new employment.
If such termination occurs upon a sale event or during the twelve-month period thereafter, (i) the amounts set forth in (a) and (b) above will increase to 18 months; (ii) the amount set forth in (a) will be paid in a lump sum; (iii) in lieu of a prorated annual bonus, the Covered Executive will receive 150% of the target bonus for the year of termination regardless of performance; and (iv) all time-based equity awards will accelerate vesting.
All such severance benefits are subject to the Covered Executive’s execution of a release and their continued compliance with any applicable restrictive covenants, as well as the additional terms of the Severance Plan.
The foregoing is meant as a summary only and is fully qualified by the terms of the Severance Plan, a copy of which is attached hereto as Exhibit 10.1.
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