Upstart Holdings, Inc. DEF 14A Filing
Ticker: UPST · Form: DEF 14A · Filed: Apr 5, 2024 · CIK: 1647639
| Field | Detail |
|---|---|
| Company | Upstart Holdings, INC. (UPST) |
| Form Type | DEF 14A |
| Filed Date | Apr 5, 2024 |
| Risk Level | low |
| Pages | 16 |
| Reading Time | 19 min |
| Sentiment | neutral |
Sentiment: neutral
Topics: DEF 14A, Upstart Holdings, Equity Awards, Executive Compensation, Fair Value
TL;DR
<b>Upstart Holdings, Inc. files DEF 14A detailing executive compensation and equity award valuations for fiscal years 2021-2023.</b>
AI Summary
Upstart Holdings, Inc. (UPST) filed a Proxy Statement (DEF 14A) with the SEC on April 5, 2024. Filing is a DEF 14A for Upstart Holdings, Inc. for the period ending 2024-05-29. The company's principal executive offices are located at 2950 S. Delaware Street, Suite 300, San Mateo, CA 94403. The filing includes data related to equity awards for both PEO and Non-PEO members for fiscal years 2021, 2022, and 2023. Specific data points include the fair value of equity awards granted, outstanding and unvested awards, and changes in fair value. The filing details the grant date fair value of equity awards for PEO and Non-PEO members in the Summary Compensation table.
Why It Matters
For investors and stakeholders tracking Upstart Holdings, Inc., this filing contains several important signals. This DEF 14A filing provides crucial details on executive compensation, particularly the valuation and changes in equity awards, which can impact shareholder perception of management incentives and company performance. Understanding the fair value of equity awards and their year-over-year changes offers insight into the company's compensation strategy and potential future dilution or stock overhang.
Risk Assessment
Risk Level: low — Upstart Holdings, Inc. shows low risk based on this filing. The filing is a routine DEF 14A and does not contain new financial performance data or significant operational updates, making the immediate risk low.
Analyst Insight
Review the detailed breakdown of equity award valuations and changes to assess potential impacts on future share count and executive incentives.
Key Numbers
- 2024-05-29 — Conformed Period of Report (DEF 14A Filing Period)
- 2024-04-05 — Filed as of Date (DEF 14A Filing Date)
- 2023-12-31 — Fiscal Year End (Company Fiscal Year End)
- 2023 — Most Recent Fiscal Year Data (Equity Award Data Year)
- 2022 — Prior Fiscal Year Data (Equity Award Data Year)
- 2021 — Earlier Fiscal Year Data (Equity Award Data Year)
Key Players & Entities
- Upstart Holdings, Inc. (company) — Filer
- 2950 S. Delaware Street, Suite 300 (address) — Business and Mail Address
- San Mateo, CA (location) — Business and Mail Address City/State
- 94403 (zip_code) — Business and Mail Address Zip
- 650-204-1000 (phone_number) — Business Phone
FAQ
When did Upstart Holdings, Inc. file this DEF 14A?
Upstart Holdings, Inc. filed this Proxy Statement (DEF 14A) with the SEC on April 5, 2024.
What is a DEF 14A filing?
A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by Upstart Holdings, Inc. (UPST).
Where can I read the original DEF 14A filing from Upstart Holdings, Inc.?
You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by Upstart Holdings, Inc..
What are the key takeaways from Upstart Holdings, Inc.'s DEF 14A?
Upstart Holdings, Inc. filed this DEF 14A on April 5, 2024. Key takeaways: Filing is a DEF 14A for Upstart Holdings, Inc. for the period ending 2024-05-29.. The company's principal executive offices are located at 2950 S. Delaware Street, Suite 300, San Mateo, CA 94403.. The filing includes data related to equity awards for both PEO and Non-PEO members for fiscal years 2021, 2022, and 2023..
Is Upstart Holdings, Inc. a risky investment based on this filing?
Based on this DEF 14A, Upstart Holdings, Inc. presents a relatively low-risk profile. The filing is a routine DEF 14A and does not contain new financial performance data or significant operational updates, making the immediate risk low.
What should investors do after reading Upstart Holdings, Inc.'s DEF 14A?
Review the detailed breakdown of equity award valuations and changes to assess potential impacts on future share count and executive incentives. The overall sentiment from this filing is neutral.
How does Upstart Holdings, Inc. compare to its industry peers?
Upstart Holdings operates in the finance services sector, focusing on technology-driven lending platforms.
Are there regulatory concerns for Upstart Holdings, Inc.?
The filing is a DEF 14A (Definitive Proxy Statement) under the Securities Exchange Act of 1934, requiring detailed disclosure of corporate governance and executive compensation matters.
Industry Context
Upstart Holdings operates in the finance services sector, focusing on technology-driven lending platforms.
Regulatory Implications
The filing is a DEF 14A (Definitive Proxy Statement) under the Securities Exchange Act of 1934, requiring detailed disclosure of corporate governance and executive compensation matters.
What Investors Should Do
- Analyze the fair value of equity awards granted and outstanding for PEO and Non-PEO members for fiscal years 2021-2023.
- Compare the year-over-year changes in the fair value of equity awards to understand compensation trends.
- Review the specific data points related to equity awards to assess potential future dilution or stock overhang.
Year-Over-Year Comparison
This filing is a DEF 14A, which is a standard proxy statement. No prior filing data is available in the provided text for comparison.
Filing Stats: 4,856 words · 19 min read · ~16 pages · Grade level 12.6 · Accepted 2024-04-05 16:16:18
Filing Documents
- d71267ddef14a.htm (DEF 14A) — 917KB
- g71267g05l80.jpg (GRAPHIC) — 41KB
- g71267g22x13.jpg (GRAPHIC) — 89KB
- g71267g32w13.jpg (GRAPHIC) — 103KB
- g71267g61e28.jpg (GRAPHIC) — 94KB
- g71267g68012.jpg (GRAPHIC) — 240KB
- g71267g68e11.jpg (GRAPHIC) — 223KB
- g71267g97m51.jpg (GRAPHIC) — 97KB
- 0001193125-24-088481.txt ( ) — 3674KB
- upst-20231231.xsd (EX-101.SCH) — 5KB
- upst-20231231_def.xml (EX-101.DEF) — 5KB
- upst-20231231_lab.xml (EX-101.LAB) — 7KB
- upst-20231231_pre.xml (EX-101.PRE) — 4KB
- d71267ddef14a_htm.xml (XML) — 194KB
EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION 29 Compensation Discussion and Analysis 29 Who We Are 29 2023 Business Highlights 29 Compensation Philosophy and Guiding Principles 30 2023 Executive Compensation Highlights 30
Executive Compensation Policies and Practices
Executive Compensation Policies and Practices 31 Compensation-Setting Process 33 Compensation Elements 36 Post-Employment Compensation 44 Other Compensation Policies 45 Tax and Accounting Considerations 45 Report of the Compensation Committee 47 2023 Summary Compensation Table 48 Grants of Plan-Based Awards 49 Outstanding Equity Awards at 2023 Year-End 50 Option Exercises and Stock Vested in 2023 52 Potential Payments upon Termination or Change in Control 52 Policy Regarding Employee, Officer and Director Hedging 53 Pay Ratio Analysis 54 Pay Versus Performance 54 EQUITY COMPENSATION PLAN INFORMATION 59
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 60 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 62 OTHER MATTERS 64 2023 Annual Report and SEC Filings 64 Table of Contents UPSTART HOLDINGS, INC. PROXY STATEMENT 2024 ANNUAL MEETING OF STOCKHOLDERS to be held at 9:00 a.m. Pacific Time on Wednesday, May 29, 2024 GENERAL INFORMATION This proxy statement is being furnished by Upstart Holdings, Inc. in connection with the solicitation of proxies by our board of directors (the "Board") for use at the 2024 Annual Meeting of Stockholders of Upstart Holdings, Inc. to be held on Wednesday, May 29, 2024, at 9:00 a.m. Pacific Time, solely via live webcast on the Internet at www.virtualshareholdermeeting.com/UPST2024, and for any postponements, adjournments or continuations thereof (the "2024 Annual Meeting"). In this proxy statement, the terms "Upstart," "the company," "we," "us" and "our" refer to Upstart Holdings, Inc. and our subsidiaries. On or about April 5, 2024, we expect to mail a Notice of Internet Availability of Proxy Materials (the "Notice"), containing instructions on how to access this proxy statement for the 2024 Annual Meeting and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, to our stockholders entitled to vote at the 2024 Annual Meeting. The information provided in the "question and answer" format below is for your convenience only and is merely a summary of the information contained in this proxy statement. You should read this entire proxy statement carefully. Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this proxy statement, and references to our website address in this proxy statement are inactive textual references only. What matters am I voting on? You are being asked to vote on the following proposals: the election of Dave Girouard, Jeff Huber and Hilliard C. Terry, III as Class I direct