SoFi Technologies, Inc. appointed Anthony Noto as new CEO

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Executive Officers and Directors

Upon the consummation of the Business Combination, and in accordance with the terms of the Merger Agreement, each executive officer of SCH ceased serving in such capacities, and Chamath Palihapitiya, Ian Osborne, Jay Parikh and Jennifer Dulski ceased serving on SCH's board of directors.

Effective as of the consummation of the Business Combination, Anthony Noto, Clay Wilkes, Tom Hutton, Steven Freiberg, Ahmed Al-Hammadi, Michael Bingle, Michel Combes, Richard Costolo, Clara Liang, Carlos Medeiros, Harvey Schwartz and Magdalena Yeşil were appointed as directors of SoFi Technologies, to serve until the end of their respective terms and until their successors are elected and qualified.

Effective as of the consummation of the Business Combination, Anthony Noto was appointed as SoFi Technologies' Chief Executive Officer and Christopher Lapointe was appointed as SoFi Technologies' Chief Financial Officer.

On June 1, 2021, Ruzwana Bashir was appointed to the SoFi Technologies' board of directors with a term commencing June 1, 2021 and expiring at the 2022 annual meeting of stockholders. With the appointment of Ms. Bashir, the board of directors will consist of thirteen directors. Ms. Bashir is not currently expected to join any committees of the board of directors.

Ms. Bashir will receive the standard non-employee director compensation for serving on the board of directors as described under "Compensatory Arrangements for Directors" below under this Item 5.02, which description is incorporated herein by reference. SoFi Technologies intends to enter into an indemnification agreement with Ms. Bashir in connection with her appointment to the board of directors, which is in substantially the same form as that entered into with the other directors of SoFi Technologies and is further described under "Indemnification of Directors and Officers" under Item 2.01 of this Report, which description is incorporated herein by reference. There are no arrangements or understandings between Ms. Bashir and any other persons pursuant to which Ms. Bashir was appointed a director of SoFi Technologies. There are no transactions in which Ms. Bashir has an interest requiring disclosure under Item 404(a) of Regulation S-K. 

Ms. Bashir, 37, has served as the co-founder and Chief Executive Officer of Peek.com, an experiences booking software and marketplace, since 2012. Ms. Bashir was previously the Director of Marketing and Business Development at Artsy, an online art brokerage, from 2010 to 2011. Ms. Bashir also worked in Strategy and Business Development at Gilt Groupe, an online shopping company, in 2010. She was also an analyst in the real estate private equity group of The Blackstone Group, an investment firm, from 2006 to 2009, and worked in investment banking at Goldman Sachs in 2005. Ms. Bashir holds a bachelor of arts from University of Oxford and a master of business administration from Harvard Business School. We believe that Ms. Bashir is qualified to serve as a member of the SoFi Technologies' board of directors because of her experience advising companies with respect to business strategy and leading a technology company.

Reference is also made to the disclosure described in the Proxy Statement/Prospectus in the section entitled "Director Election Proposal" beginning on page 151 and "Management of SoFi Technologies Following the Business Combination" beginning on page 284 for biographical information about each of the directors and officers following the Business Combination, other than Ms. Bashir, which is incorporated herein by reference. 

Compensatory Arrangements for Directors

In connection with the consummation of the Business Combination, SoFi Technologies' board of directors approved a compensation program for SoFi Technologies' non-employee directors who are determined not to be 


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affiliated with SoFi Technologies and SCH (the "NED Compensation Policy"). Pursuant to the terms of the NED Compensation Policy, non-employee directors are eligible to receive annual cash compensation of $40,000 paid in four quarterly installments, subject to continued service (and pro-rated if services are not provided for the full year). In addition, non-employee directors will receive annual grants of restricted stock unit awards with a value of $250,000 for each grant, which awards will generally be made at the time of the annual shareholder meeting and vest on the first to occur between the 12-month anniversary thereof and the next annual shareholder meeting. The first such grants will be made (x) for existing directors, following such time as the initial award granted in connection with the Business Combination becomes 75% vested or (y) for new directors, following initial appointment to the board, provided that new director awards may be prorated if granted off-cycle. In addition to the foregoing, non-employee directors will be entitled to receive additional annual cash compensation in connection with their committee service, including (i) for the Audit Committee, $25,000 per year for the chair and $10,000 for each member; (ii) for the Compensation Committee, $16,000 per year for the chair and $8,000 for each member; and (iii) for the Nominating/Governance Committee, $10,000 for the chair and $5,000 for each member. Compensation for the chair of the SoFi Technologies board of directors has not yet been determined.

2021 Plan

In connection with the consummation of the Business Combination, and as further described in the Proxy Statement/Prospectus in the sections titled "Incentive Plan Proposal" beginning on page 156 and "SoFi's Compensation Discussion and Analysis-2021 Stock Option and Incentive Plan," beginning on page 297, SoFi Technologies adopted the 2021 Plan, under which SoFi Technologies may grant equity incentive awards to employees, directors and independent contractors in order to attract, motivate and retain the talent for which SoFi Technologies competes. 

The aggregate number of shares of SoFi Technologies common stock available for issuance under the 2021 Plan is equal to the sum of (i) 63,575,425 shares of SoFi Technologies common stock and (ii) an annual increase on the first day of each calendar year beginning January 1, 2022 and ending on and including January 1, 2030 equal to the lesser of (A) a number equal to the excess (if any) of (1) 5% of the aggregate number of shares of SoFi Technologies common stock outstanding on the final day of the immediately preceding calendar year over (2) the number of shares of SoFi Technologies common stock then reserved for issuance under the 2021 Plan as of such date and (B) such smaller number of shares of SoFi Technologies common stock as is determined by the SoFi Technologies board of directors. The maximum number of shares of SoFi Technologies common stock that may be issued pursuant to the exercise of stock awards granted under the 2021 Plan is 63,575,425 shares (equal to approximately 8% of the total number of issued and outstanding shares of SoFi Technologies common stock as of immediately following the Closing).

The foregoing description of the 2021 Plan contained in this Item 5.02 does not purport to be complete and is subject to and qualified in its entirety by reference to such 2021 Plan, a copy of which is included herewith as Exhibit 10.2.