sofi-20230428

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. __)


Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

	☐	Preliminary Proxy Statement

	☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

	☒	Definitive Proxy Statement

	☐	Definitive Additional Materials

	☐	Soliciting Material Pursuant to §240.14a-12

SoFi Technologies, Inc.

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):


☒			No fee required.

☐			Fee paid previously with preliminary materials.

☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

April 28, 2023

Dear SoFi Technologies Stockholders,

On behalf of our Board of Directors, I cordially invite you to attend our 2023 annual meeting of stockholders, which will be held virtually on Wednesday, June 14, 2023, commencing at 7:00 a.m., Pacific Time (10:00 a.m. Eastern Time). The meeting can be accessed by visiting www.virtualshareholdermeeting.com/SOFI2023, where you will be able to listen to the meeting live, submit questions and vote online. The matters to be acted upon at the meeting are described in the attached Notice of Annual Meeting of Stockholders and Proxy Statement.

Your vote on the business to be considered at the meeting is important, regardless of the number of shares you own. Whether or not you plan to participate in the virtual meeting, please submit your proxy or voting instructions using one of the voting methods described in the accompanying Proxy Statement so that your shares may be represented at the meeting. Submitting your proxy or voting instructions by any of these methods will not affect your right to participate in the virtual meeting and to vote your shares at the meeting if you wish to do so.

We look forward to your participation.



			Sincerely yours,



			Anthony Noto
			Chief Executive Officer

SOFI TECHNOLOGIES, INC.

234 1st Street

San Francisco, California 94105

NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS

We invite you to attend the SoFi 2023 Annual Meeting of Stockholders (“2023 Annual Meeting”), which will be held virtually at 7:00 a.m., Pacific Time (10:00 a.m. Eastern Time), on Wednesday, June 14, 2023. Additional details regarding the 2023 Annual Meeting are included below and we encourage you to participate in the virtual meeting.



VIRTUAL MEETING ACCESS						www.virtualshareholdermeeting.com/SOFI2023. Use the 16-digit control number provided in your proxy materials.

ITEMS OF BUSINESS
Proposal 1:						To elect eleven nominees currently serving as members of our Board of Directors and named in the attached Proxy Statement to serve on our Board of Directors for a one-year term expiring at the 2024 annual meeting of stockholders
Proposal 2:						To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers
Proposal 3:						To ratify the selection of Deloitte & Touche LLP by the Audit Committee of the Board of Directors as the independent registered public accounting firm of the Company for its year ending December 31, 2023
Proposal 4:						To approve an Amendment to the Company’s Certificate of Incorporation to give the Board of Directors discretionary authority to effect a reverse stock split
Other:						To consider and act upon any other business that may properly come before the 2023 Annual Meeting or any adjournment or postponement of the 2023 Annual Meeting

ADDITIONAL INFORMATION						Additional information regarding the items of business to be acted on at the 2023 Annual Meeting is included in the accompanying Proxy Statement.

RECORD DATE						The record date for the determination of the stockholders entitled to vote at the 2023 Annual Meeting, or any adjournments or postponements thereof, is the close of business on April 18, 2023.

INSPECTION OF LIST OF STOCKHOLDERS OF RECORD						A complete list of stockholders of record will be available at least 10 days prior to the 2023 Annual Meeting at our headquarters. This list will also be available to stockholders of record during the 2023 Annual Meeting for examination at www.virtualshareholdermeeting.com/SOFI2023.

PROXY VOTING						YOUR VOTE IS VERY IMPORTANT. Whether or not you plan to participate in the virtual 2023 Annual Meeting, we encourage you to read this Proxy Statement and submit your proxy or voting instructions as soon as possible. For specific instructions on how to vote your shares, please refer to the instructions in the Notice you received in the mail, the section entitled “General Information” beginning on page 1 of this Proxy Statement or, if you requested to receive printed proxy materials, your enclosed proxy card.

Important Notice of Internet Availability of Proxy Materials for the Stockholder Meeting

to be held on June 14, 2023. This Proxy Statement and our 2022 Annual Report are available at www.proxyvote.com. We intend to mail the Notice of Internet Availability of Proxy Materials to you beginning on or about April 28, 2023.


									By Order of the Board of Directors,

									Robert Lavet
			April 28, 2023						General Counsel and Secretary

SOFI TECHNOLOGIES, INC.

TABLE OF CONTENTS


			Page
General Information			1
PROPOSAL ONE: ELECTION OF DIRECTORS			8
Corporate Governance			13
Code of Business Conduct and Ethics			18
Compensation Committee Interlocks and Insider Participation			18
Director Compensation			19
PROPOSAL TWO: ADVISORY VOTE ON STOCKHOLDER APPROVAL OF EXECUTIVE COMPENSATION			21
PROPOSAL THREE: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			22
Fees Paid to Independent Registered Public Accounting Firm			23
PROPOSAL FOUR: APPROVE AN AMENDMENT TO THE COMPANY’S CERTIFICATE OF INCORPORATION TO GIVE THE BOARD OF DIRECTORS DISCRETIONARY AUTHORITY TO EFFECT A REVERSE STOCK SPLIT			24
Management			32
Compensation Discussion and Analysis			34
Compensation Committee Report			53
Executive Compensation			54
Beneficial Ownership of Securities			71
Certain Relationships and Related Party Transactions			74
Audit Committee Report			77
Other Matters			78
Appendix A – Certificate of Amendment to the Certificate of Incorporation of SoFi Technologies, Inc.			A-1
Appendix B – Non-GAAP Financial Measures			B-1

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SOFI TECHNOLOGIES, INC.

234 1st Street

San Francisco, California 94105

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON WEDNESDAY, JUNE 14, 2023

GENERAL INFORMATION

We are furnishing this Proxy Statement on behalf of the Board of Directors of SoFi Technologies, Inc., a Delaware Corporation, for use at our 2023 Annual Meeting of Stockholders or any adjournment or postponement thereof (the “2023 Annual Meeting”), for the purposes set forth below and in the accompanying Notice of 2023 Annual Meeting of Stockholders. The 2023 Annual Meeting will be held virtually at 7:00 a.m., Pacific Time, on Wednesday, June 14, 2023. The 2023 Annual Meeting can be accessed by visiting www.virtualshareholdermeeting.com/SOFI2023, where you will be able to listen to the 2023 Annual Meeting live, submit questions and vote online.

As used in this Proxy Statement, the terms “SoFi”, the “Company”, “we”, “us”, and “our”, and similar references refer to SoFi Technologies, Inc. and the term “Board of Directors” refers to SoFi’s Board of Directors.

On or about April 28, 2023, 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 2023 Annual Meeting and our Annual Report on Form 10-K for the year ended December 31, 2022, to stockholders entitled to vote at the 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, websites referenced in this Proxy Statement 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.

Why did I receive a Notice regarding the Availability of Proxy Materials?

In accordance with Securities and Exchange Commission (“SEC”) rules, instead of mailing a printed copy of our proxy materials, we may send a Notice of Internet Availability of Proxy Materials to stockholders. All stockholders as of the record date set forth below will have the ability to access the proxy materials on a website referred to in the Notice or to request a printed set of these materials at no charge. You will not receive a printed copy of the proxy materials unless you specifically request one. Instead, the Notice instructs you as to how you may access and review the proxy materials via the internet and submit your vote via the internet or telephonically.

How do I request paper copies of the proxy materials?

If you received a Notice by mail, you will not receive paper copies of the proxy materials in the mail unless you request them. If you received a Notice by mail and would like to receive a printed copy of the materials, please follow the instructions on the Notice for requesting the materials, and we will promptly mail the materials to you.

In addition, by following the instructions in the Notice, you may request to receive future proxy materials on an ongoing basis (i) electronically by e-mail or (ii) in printed form by mail. Choosing to receive future proxy materials by e-mail will save the Company the cost of printing and mailing documents to stockholders and will reduce the impact of annual meetings on the environment. Your election to receive proxy materials by e-mail or by mail will remain in effect until you terminate it.

Who can vote at the 2023 Annual Meeting?

You are entitled to vote your shares of common stock, par value $0.0001 per share (the “Common Stock”) and redeemable preferred stock, par value $0.0000025 per share (the “Redeemable Preferred Stock”) of the Company if you were a stockholder at the close of business on April 18, 2023, the record date for the 2023 Annual Meeting. At

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the close of business on the record date, 941,683,286 shares of Common Stock and 3,234,000 shares of Redeemable Preferred Stock of SoFi were outstanding. The holders of Common Stock and Redeemable Preferred Stock will vote together as a single class on each of the proposals described in this Proxy Statement. The holder of each share of Common Stock and Redeemable Preferred Stock is entitled to one vote per share.

• Stockholder of Record — If your shares are registered directly in your name with our stock transfer agent, Continental Stock Transfer & Trust Company, then you are considered, with respect to those shares, the “stockholder of record.” As the stockholder of record, you may vote online at the 2023 Annual Meeting or vote by proxy. You have the right to grant your voting proxy directly to us or to a third party or to vote virtually at the 2023 Annual Meeting. Whether or not you plan to participate in the virtual 2023 Annual Meeting, we urge you to vote by proxy over the telephone or vote by proxy through the internet to ensure your vote is counted.

• Beneficial Owner — If your shares are held not in your name, but rather in a brokerage account or registered indirectly through a broker, bank or other agent, then you are not considered, with respect to those shares, the “stockholder of record”, but instead hold in “street name.” The organization holding your account is considered to be the stockholder of record for purposes of voting at the 2023 Annual Meeting. As a beneficial owner, you have the right to direct your broker, bank or other agent regarding how to vote the shares in your account. As a beneficial owner, you should contact your broker, bank or other agent where you hold your account in advance of the 2023 Annual Meeting to obtain a legal proxy in order to vote your shares.

If you are a stockholder of record, Broadridge is sending these proxy materials to you directly. If you hold shares in street name, these materials are being sent to you by the bank, broker or other agent through which you hold your shares.

What do I need to do to participate in the virtual 2023 Annual Meeting?

The 2023 Annual Meeting will be held as a virtual meeting. To access the meeting, you will need the 16-digit control number provided with your proxy materials. We encourage you to access the 2023 Annual Meeting before the start time of 7:00 a.m., Pacific Time. Please allow ample time for online check-in, which will begin at 6:45 a.m., Pacific Time.

Why is the 2023 Annual Meeting a virtual, online meeting?

The 2023 Annual Meeting will be a virtual meeting of stockholders where stockholders will participate by accessing a website using the internet. There will not be a physical meeting location. We believe that hosting a virtual meeting will facilitate stockholder attendance and participation at our 2023 Annual Meeting by enabling stockholders to participate remotely from any location around the world. Our virtual meeting will be governed by our rules of conduct and procedures that will be posted at https://investors.sofi.com in advance of the 2023 Annual Meeting.

We have designed the virtual 2023 Annual Meeting to provide the same rights and opportunities to participate as stockholders would have at an in-person meeting. In order to encourage stockholder participation and transparency, subject to our rules of conduct and procedures, we will:

• provide stockholders attending the 2023 Annual Meeting with the ability to submit appropriate questions relating to an agenda item on which stockholders are entitled to vote during the 2023 Annual Meeting through the 2023 Annual Meeting website when such item is being considered;

• provide management with the ability to answer as many questions as possible submitted prior to or during the 2023 Annual Meeting in accordance with the meeting rules of conduct in the time allotted for the 2023 Annual Meeting without discrimination;

• address technical and logistical issues related to accessing the virtual meeting platform; and

• provide procedures for accessing technical support to assist in the event of any difficulties accessing the 2023 Annual Meeting.

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For the 2023 Annual Meeting, how do we ask questions of management and the Board of Directors?

We plan to have a question and answer session at the 2023 Annual Meeting and will include as many stockholder questions as our rules of conduct and procedures and the allotted time permits. Stockholders may submit questions that are relevant to our business in advance of the 2023 Annual Meeting as well as live during the 2023 Annual Meeting. If you are a stockholder, you may submit a question in advance of the meeting at www.proxyvote.com after logging in with the 16-digit control number provided with your proxy materials. Questions may be submitted during the 2023 Annual Meeting through www.virtualshareholdermeeting.com/SOFI2023.

What if I have technical difficulties or trouble accessing the virtual 2023 Annual Meeting?

The virtual meeting platform is fully supported across browsers (MS Edge, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most up-to-date version of applicable software and plugins. Please note Internet Explorer is not a supported browser.

If you encounter any difficulties accessing the virtual 2023 Annual Meeting during the check-in or meeting time, please call the phone number displayed on the virtual meeting website on the meeting date.

How do I vote?

You may vote using any of the following methods:

• Telephone. If you are located within the United States or Canada, you can vote your shares by telephone by calling the toll-free telephone number printed on the Notice, on your proxy card, or in the instructions that accompany your proxy materials, as applicable, and following the recorded instructions. You will need the 16-digit control number printed on the Notice, on your proxy card, or in the instructions that accompany your proxy materials, as applicable. Telephone voting is available 24 hours a day and will be accessible until 8:59 p.m. Pacific Time (11:59 p.m. Eastern Time) on June 13, 2023. Have your Notice, proxy card or instructions in hand when you call and then follow the instructions. If you vote by telephone, you do NOT need to return a proxy card or vote over the internet. If you are an owner in street name, please follow the instructions from your broker, bank or other agent.

• Internet. You can also choose to vote your shares by the internet at www.proxyvote.com. You will need the 16-digit control number printed on your Notice, on your proxy card, or in the instructions that accompany your proxy materials, as applicable. Internet voting is available 24 hours a day and will be accessible until 8:59 p.m. Pacific Time (11:59 p.m. Eastern Time) on June 13, 2023. Have your Notice, proxy card or instructions in hand when you access the website and follow the instructions to create an electronic voting instruction form. If you vote via the internet, you do NOT need to return a proxy card or vote over the telephone. If you are an owner in street name, please follow the instructions from your broker, bank or other agent.

• Mail. If you are a holder of record and received printed copies of the materials by mail, you may choose to vote by mail. Simply mark your proxy card, date and sign it, and return it in the postage-paid envelope that we included with your materials or return it to SoFi Technologies, Inc., Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 by June 13, 2023. If you are an owner in street name, please follow the instructions from your broker, bank or other agent.

• During the 2023 Annual Meeting. You may also vote during the 2023 Annual Meeting through our link at www.virtualshareholdermeeting.com/SOFI2023. If your shares are held in the name of a bank, broker or other holder of record, you must obtain a proxy, executed in your favor, from the holder of record to be able to vote at the 2023 Annual Meeting. All shares that have been properly voted and not revoked will be voted at the 2023 Annual Meeting. If you sign and return a proxy card, but do not give voting instructions, the shares represented by that proxy card will be voted as recommended by the Board of Directors. Returning the proxy card or voting by telephone or via the internet does not deprive you of your right to participate in the 2023 Annual Meeting virtually.

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The internet and telephone voting procedures are designed to authenticate stockholders’ identities, to allow stockholders to give their voting instructions and to confirm that stockholders’ instructions have been recorded properly. Stockholders voting by internet or telephone should understand that, while we and Broadridge do not charge any fees for voting by internet or telephone, there may nevertheless be costs, such as usage charges from internet access providers and telephone companies, that must be borne by the stockholder.

Can I change my vote or revoke my proxy?

Yes. You can change your vote or revoke your proxy at any time before the 2023 Annual Meeting by:

• granting a subsequent proxy by internet at www.virtualshareholdermeeting.com/SOFI2023 or by telephone at 1-800-690-6903 before 8:59 p.m., Pacific Time (11:59 p.m., Eastern Time), on June 13, 2023;

• requesting paper copies of the proxy materials and returning a properly completed proxy card with a later date using the prepaid return envelope provided. New instructions as indicated on your proxy card must be received by June 13, 2023;

• delivering a written notice of revocation to the Secretary of the Company, at 234 1st Street, San Francisco, California 94105 so that it is received by the Secretary prior to the 2023 Annual Meeting; or

• virtually attending the Annual Meeting and voting electronically.

Simply attending the Annual Meeting will not cause your previously granted proxy to be revoked.

If you are an owner in street name, please follow the instructions from your broker, bank or other agent.

If I submit a proxy by internet, telephone or mail, how will my shares be voted?

If you properly submit your proxy by internet, telephone or mail, and you do not subsequently revoke your proxy, your shares of stock will be voted in accordance with your instructions.

If you sign, date and return your proxy card, but do not give voting instructions, your shares of stock will be voted as follows: FOR the election of each of our director nominees, FOR the non-binding advisory approval of our 2022 compensation of our named executive officers as disclosed in this Proxy Statement, FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our year ending December 31, 2023, FOR the approval of an amendment to our Certificate of Incorporation to grant our Board of Directors discretionary authority to effect a reverse stock split and otherwise in accordance with the judgment of the persons voting the proxy on any other matter properly brought before the 2023 Annual Meeting.

If I hold my shares in “street name” and do not provide voting instructions, can my broker still vote my shares?

If you are a beneficial owner of shares held in street name and you do not instruct your broker, bank or other agent how to vote your shares, your broker, bank or other agent may still be able to vote your shares in its discretion. Under the rules of the New York Stock Exchange, which are also applicable to Nasdaq-listed companies, brokers, banks and other securities intermediaries that are subject to New York Stock Exchange rules may use their discretion to vote your “uninstructed” shares on matters considered to be “routine” under New York Stock Exchange rules but not with respect to “non-routine” matters. For example, Proposals 3 and 4 will be considered “routine” matters. If you do not return voting instructions to your broker, bank or other agent by its deadline, your shares may be voted by such entity in its discretion on Proposals 3 and 4. Proposals 1 and 2 will be considered “non-routine.” When a brokerage firm votes its clients’ unvoted shares on “routine” matters, these shares are counted to determine if a quorum exists to conduct business at the meeting. A brokerage firm cannot vote clients’ unvoted shares on matters that are deemed “non-routine” matters.

What are “broker non-votes”?

A broker non-vote occurs when a broker, bank or other agent has not received voting instructions from the beneficial owners of the shares and the broker, bank or other agent cannot vote the shares because the matter is

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considered “non-routine” under New York Stock Exchange rules. These unvoted shares are counted as “broker non-votes.”

What is a quorum?

A quorum is the minimum number of shares required to virtually attend or be represented by proxy at the 2023 Annual Meeting for the meeting to be properly held and business to be conducted at the meeting in accordance with our bylaws and Delaware law. If there is no quorum at the 2023 Annual Meeting, the chairperson of the 2023 Annual Meeting may adjourn the meeting from time to time to reconvene at the same or some other place until a quorum shall attend. The presence, in person, virtually or by proxy, of the holders of a majority of the voting power of all outstanding shares of the Company entitled to vote generally in the election of directors will constitute a quorum at the meeting. As of the record date, there were a total of 941,683,286 shares of Common Stock and 3,234,000 shares of Redeemable Preferred Stock outstanding, which means that 472,458,644 shares of stock must be represented virtually or by proxy at the 2023 Annual Meeting to have a quorum. Votes withheld, abstentions and broker non-votes will also be counted towards the quorum requirement.

How many votes are needed for approval of each matter?

The following table summarizes the minimum vote needed to approve each proposal and the effect of votes withheld, abstentions and broker non-votes.

No.

Proposal Description

Voting Options

Vote Required for Approval

Effect of Abstentions or Votes Withheld

Effect of Broker Non-Votes

Election of Directors

"For" or "Withhold"

“For” votes from a plurality of votes cast, which requires at least one “For” vote. Nominees receiving the most “For” votes are elected.

No Effect

No effect

Non-Binding Advisory Vote on Stockholder Approval of Named Executive Officer Compensation

“For”, “Against”, or “Abstain”

“For” votes from the holders of a majority of shares present in person or virtually or represented by proxy and entitled to vote on the matter

Against

No effect

Ratification of the Appointment of Deloitte & Touche LLP

"For", "Against", or "Abstain"

“For” votes from the holders of a majority of shares present in person or virtually or represented by proxy and entitled to vote on the matter

Against

No effect(1)

Approve an Amendment to the Company’s Certificate of Incorporation to Grant the Board the Discretionary Authority to Effect a Reverse Stock Split

“For”, “Against”, or “Abstain”

“For” votes from the holders of a majority of the outstanding shares of stock entitled to vote

Against

Against(1)

___________________________

(1) This proposal will be considered a “routine” matter. Accordingly, if you hold your shares in street name and do not provide voting instructions to your broker, bank or other agent that holds your shares, your broker, bank or other agent has discretionary authority to vote your shares on this proposal.

How are proxies solicited for the 2023 Annual Meeting?

Our directors, employees and Morrow Sodali may solicit proxies for use at the 2023 Annual Meeting in person, by telephone or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies, but Morrow Sodali will be paid a fee of approximately $12,500, plus reimbursement for out-of-pocket expenses and we have agreed to indemnify Morrow Sodali and its affiliates in certain circumstances.

All expenses associated with this solicitation, including the cost of preparing, assembling, printing, filing, mailing and otherwise distributing the Notice or proxy materials and soliciting votes for use at the 2023 Annual Meeting will

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be borne by the Company. If you choose to access the proxy materials or vote over the internet, you are responsible for internet access charges you may incur. If you choose to vote by telephone, you are responsible for any telephone charges you may incur.

Where can I find the voting results of the 2023 Annual Meeting?

If possible, we will announce preliminary voting results at the 2023 Annual Meeting. We will also disclose final voting results on a Current Report on Form 8-K that we expect to file with the SEC within four business days after the 2023 Annual Meeting. If final voting results are not available to us in time to file a Form 8-K, we will file a Form 8-K to publish preliminary results and will provide the final results in an amendment to the Form 8-K as soon as they become available.

When are stockholder proposals and director nominations due for next year’s Annual Meeting of Stockholders?

To be considered for inclusion in next year’s proxy materials, pursuant to Rule 14a-8 promulgated under the Exchange Act of 1934, as amended (the “Exchange Act”), a stockholder proposal must be submitted in writing by December 30, 2023, to the attention of the Company Secretary at 234 1st Street, San Francisco, California 94105. We also encourage you to submit a copy of any such proposals via email to legalnotices@sofi.org. To comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than April 15, 2024.

If you wish to submit a stockholder proposal at the 2024 annual meeting that is not to be included in next year’s proxy materials, you must comply with the requirements set forth in our bylaws not later than the close of business on February 15, 2024 nor earlier than the opening of business on March 16, 2024; provided, however, that in the event that the date of the 2024 annual meeting is more than 30 days before or more than 60 days after the anniversary date of the preceding annual meeting of stockholders, timely notice of your stockholder proposal must be delivered not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or, if the first public announcement of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, the 10th day following the day on which public announcement of the date of such meeting is first made by SoFi.

In the event that the number of directors to be elected to our Board of Directors at the 2024 annual meeting is greater than the number of directors whose terms expire on the date of the 2024 annual meeting and there is no public announcement naming all of the nominees for the additional directors to be elected or specifying the size of the increased Board of Directors before the close of business on the 100th day prior to the anniversary date of the immediately preceding annual meeting of stockholders, or March 6, 2024, a stockholder’s notice shall also be considered timely, but only with respect to nominees for the additional directorships created by such increase that are to be filled by election at the 2024 annual meeting, if it shall be received by the Company Secretary at the principal executive offices of SoFi not later than the close of business on the 10th day following the date on which such public announcement was first made by SoFi.

What is Householding?

The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for Notices of Internet Availability of Proxy Materials with respect to two or more stockholders

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sharing the same address by delivering a single Notice of Internet Availability of Proxy Materials addressed to those stockholders. This process is commonly referred to as “householding.”

This year, a number of brokers with account holders who are SoFi stockholders will be “householding” our proxy materials. A single Notice of Internet Availability of Proxy Materials will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate Notice of Internet Availability of Proxy Materials, please notify your broker or write to us at the following address or email address or call us at the following phone number:

Investor Relations

234 1st Street

San Francisco, California 94105

Email: ir@sofi.org

Telephone: (917) 216-2465

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PROPOSAL ONE:

ELECTION OF DIRECTORS

Our Board of Directors presently consists of 10 directors and there are 11 nominees for directorships to be elected at the 2023 Annual Meeting. Our directors are elected annually for a one-year term expiring at the Annual Meeting of Stockholders in the following year. Each director will continue to serve as a director until the election and qualification of his or her successor, or until his or her earlier death, resignation, or removal.

In identifying and recommending nominees for positions on our Board of Directors and in determining whether such nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable our Board of Directors to satisfy its oversight responsibilities effectively in light of its business and structure, our Nominating and Corporate Governance Committee focuses primarily on each person’s background and experience as reflected in the information discussed in each of the directors’ individual biographies set forth below in order to provide an appropriate mix of experience and skills relevant to the size and nature of its business. In addition, no director nominee can have violated any applicable state or federal laws, rules or regulations applicable to depository institutions or depository institution holding companies. At this time, the Nominating and Corporate Governance Committee does not have a policy with regard to the consideration of director candidates recommended by shareholders. The Nominating and Corporate Governance Committee believes that it is in the best position to identify, review, evaluate and select qualified candidates for Board membership, based on the comprehensive criteria for Board membership approved by the Board of Directors. The Nominating and Corporate Governance Committee will consider whether to nominate any person nominated by a stockholder pursuant to the provisions of the Company’s Bylaws relating to stockholder nominations and in accordance with the process described in “General Information — When are stockholder proposals and director nominations due for next year’s Annual Meeting of Stockholders?” above.

Our Nominating and Corporate Governance Committee values diversity in director nominations. Our Nominating and Corporate Governance Committee charter provides that it will specifically direct any individuals assisting with recruitment to seek out potential candidates of gender and racial diversity to ensure that the committee has considered a full array of qualified candidates. In considering diversity, we consider diversity of viewpoints, backgrounds and experience. Our Nominating and Corporate Governance Committee evaluates possible candidates in detail and suggests individuals to be evaluated in more depth.

Nominees for Election to our Board of Directors

At the 2023 Annual Meeting, our stockholders will be asked to elect the 11 director nominees set forth below for a one-year term expiring at the 2024 annual meeting of stockholders. While our Board of Directors does not anticipate that any of the director nominees will be unable to stand for election as a director nominee at the 2023 Annual Meeting, if that occurs, proxies will be voted in favor of such other person or persons who are recommended by our Nominating and Corporate Governance Committee and designated by our Board of Directors as a substitute nominee or nominees. Under our corporate governance guidelines, directors are expected to attend annual meetings except if unusual circumstances make attendance impractical. We expect that all of our directors will virtually attend the 2023 Annual Meeting.

All the director nominees, other than Mr. Hele, are currently members of our Board of Directors and Mr. Hele will be a member of our Board of Directors beginning May 1, 2023. All the director nominees have been recommended for re-election by our Nominating and Corporate Governance Committee and approved and nominated for re-election by our Board of Directors and all the director nominees have consented to serve if elected. Mr. Al-Hammadi was designated as the nominee of QIA FIG Holding LLC, Mr. Bingle was designated as the nominee of Silver Lake Partners and Mr. Costolo and Ms. Bashir were designated as the nominees of SCH Sponsor pursuant to our Certificate of Incorporation and the Shareholders’ Agreement as described below.

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Set forth below is information regarding the director nominees as of April 28, 2023. Our Nasdaq Board Diversity Matrix is posted on our website and presented in the section entitled “—Corporate Governance” herein.

Name

Age

Position

Anthony Noto

Chief Executive Officer and Director

Tom Hutton

Chairman of the Board of Directors

Steven Freiberg

Vice Chairman of the Board of Directors

Ahmed Al-Hammadi

Director

Ruzwana Bashir

Director

Michael Bingle

Director

Richard Costolo

Director

John Hele(1)

Director

Clara Liang

Director

Harvey Schwartz

Director

Magdalena Yeşil

Director

__________________

(1)Mr. Hele will join our Board of Directors on May 1, 2023.

Anthony Noto

Mr. Noto has served as our Chief Executive Officer and as a member of our Board of Directors since May 2021. Mr. Noto served in the same capacities at Social Finance from February 2018 until May 2021. Before joining SoFi, Mr. Noto served as Twitter’s Chief Operations Officer, a digital/mobile information network, from 2016 to 2017 and as Twitter’s Chief Financial Officer from 2014 to 2017. Previously, Mr. Noto served for almost four years as co-head of Global Technology, Media and Telecom Investment Banking at Goldman Sachs, a multinational investment bank, from 2010 to 2014. Mr. Noto spent nearly three years as the Chief Financial Officer of the National Football League from 2008 to 2010. Mr. Noto holds a bachelor of science from the U.S. Military Academy and a master of business administration from the University of Pennsylvania’s Wharton School. We believe Mr. Noto is qualified to serve in the capacity of Chief Executive Officer and as a member of our Board of Directors because of his extensive experience in the technology and financial services sectors in both operating and financial leadership capacities.

Tom Hutton

Mr. Hutton has served as the Chairman of our Board of Directors since May 2021. Mr. Hutton was previously the Chairman of the Social Finance Board of Directors from September 2017 and a director of Social Finance from June 2012 until May 2021. Mr. Hutton previously served as interim Chief Executive Officer of Social Finance from September 2017 to March 2018. Mr. Hutton has served as the Managing Partner of Thompson Hutton, LLC, an investment management firm, since 2000. He also founded and has served as Managing Partner of XL Innovate fund, a venture capital fund, since 2000. Mr. Hutton has previously served as a Board member of Lemonade Inc. (NYSE: LMND), Safeco Insurance, Montpelier Re Holdings and XL Group. Mr. Hutton holds a bachelor of arts and master of science from Stanford University and a master of business administration from Harvard Business School. We believe that Mr. Hutton is qualified to serve as a member of our Board of Directors because of his experience as a director and Audit Committee Chairman of public companies and his knowledge of the fintech industry.

Steven Freiberg

Mr. Freiberg has served as the Vice Chairman of our Board of Directors since May 2021. Mr. Freiberg was previously the Vice Chairman of the Social Finance Board of Directors from September 2017 and a director of Social Finance from March 2017 until May 2021. Mr. Freiberg served as a senior advisor to Social Finance from July 2018 to June 2019 and also served as Social Finance’s interim Chief Financial Officer from May 2017 to June 2018. Mr. Freiberg is a long-term veteran of the financial services sector, having served as the Chief Executive

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Officer of E*TRADE Financial Corporation, an electronic trading platform, and having held multiple positions at Citigroup over a 30 year period, including serving as the Co-Chairman and Chief Executive Officer of Citigroup’s Global Consumer Group. He has also served as a Board member of Regional Management (NYSE: RM) since July 2014, Rewards Network since 2017, Purchasing Power, LLC since 2017, Compass Digital Acquisition Corp. (NASDAQ: CDAQ) since December 2021, as Chairman of the Board of Portage Financial Technology Acquisition Corp. (NASDAQ: PFTA) since August 2021, and as a Founder of Grand Vista Partners, and a senior advisor to several companies including The Boston Consulting Group and Towerbook Capital Partners PE. Mr. Freiberg previously served as a Board member of Fair Square Financial, LLC from 2016 until its acquisition in December 2021 and served as a Board member of MasterCard (NYSE: MA) from September 2006 until June 2022. We believe that Mr. Freiberg is qualified to serve as a member of our Board of Directors because of his experience as a director of public companies and his knowledge of the financial services industry.

Ahmed Al-Hammadi

Mr. Al-Hammadi has served as a member of our Board of Directors since May 2021 and as a director on the Social Finance Board of Directors from May 2019 until May 2021. Mr. Al-Hammadi serves as the Chief Investment Officer, Europe, Russia and Turkey for Qatar Investment Authority (“QIA”), the sovereign wealth fund of the State of Qatar, a position he has held since April 2020. He previously served as Head of Active Investments of QIA, from May 2015 to April 2020. Prior to joining QIA, Mr. Al-Hammadi worked at EFG-Hermes, a regional asset manager, and before that at the consulting firm Booz & Co. where he advised financial services clients on strategy, private equity investment opportunities, and organization structures. He is also a board member of Heathrow Airport Holding Limited, Borsa Istanbul and Qatar Electricity and Water. Mr. Al-Hammadi was named a Young Global Leader by the World Economic Forum in 2019. Mr. Al-Hammadi holds a bachelor of science from the University of Pennsylvania’s Wharton School and a master of business administration from Harvard Business School. We believe that Mr. Al-Hammadi is qualified to serve as a member of our Board of Directors because of his experience advising companies with respect to business strategy.

Ruzwana Bashir

Ms. Bashir has served as a member of our Board of Directors since June 2021. Ms. Ruzwana is the co-founder, Chief Executive Officer and a board member 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 our Board of Directors because of her experience advising companies with respect to business strategy and leading a technology company.

Michael Bingle

Mr. Bingle has served as a member of our Board of Directors since May 2021 and as a director on the Social Finance Board of Directors from March 2017 until May 2021. Mr. Bingle is Vice Chairman at Silver Lake, a global technology investment firm, and has been with Silver Lake since 2000. Mr. Bingle has been a private equity investor for over 20 years, and he has invested in numerous fintech companies. Prior to joining Silver Lake, Mr. Bingle was a principal at Apollo Management and worked in the Investment Banking Division of Goldman Sachs & Co. He has also served as a board member of N-able, Inc. since July 2021 (NYSE: NABL) and is currently a board member of Achievers Holdings, Inc. and Blackhawk Network Holdings, Inc. He previously served as a board member of Ameritrade Holding Corporation (NYSE: AMTD), Gartner, Inc. (NYSE: IT), SolarWinds Corporation (NYSE: SWI), and Virtu Financial, Inc. (NASDAQ: VIRT), as well as Ancestry.com LLC, Credit Karma, Inc., Datek Online Holdings, Inc., Fanatics Holdings, Inc., Interactive Data Corporation, IPC Systems, Inc., Instinet, Inc., and Mercury Payment Systems. Mr. Bingle holds a B.S.E. in Biomedical Engineering from Duke University. We believe that Mr. Bingle is qualified to serve as a member of our Board of Directors because of his experience as a director of public companies, his experience advising companies with respect to business strategy, his knowledge of the financial services industry, and his experience with financial technology companies.

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Richard Costolo

Mr. Costolo has served as a member of our Board of Directors since May 2021. Mr. Costolo has also served as the Co-Managing Partner and General Partner at 01 Advisors, a venture and advisory firm, since January 2018. Mr. Costolo was previously a Venture Partner at Index Ventures, a venture capital firm, from January 2016 to December 2016 and served as the CEO of Twitter, Inc., the online social networking and microblogging service, from October 2010 to July 2015. Mr. Costolo has been the founder and CEO of multiple startups, including FeedBurner, which was acquired by Google in 2007. Mr. Costolo has served as a board member of Patreon, Inc. since 2015 and of Modern Life, Inc., known as Modern Health, since 2020. Mr. Costolo holds a bachelor of science in computer science from the University of Michigan. We believe that Mr. Costolo is qualified to serve as a member of our Board of Directors because of his experience advising companies with respect to business strategy and leading a technology company.

John Hele

Mr. Hele will join our Board of Directors on May 1, 2023. Mr. Hele is President and Chief Operating Officer of Resolution Life Group Holdings, a closed block life insurance company. Prior to beginning his current role with Resolution Life Group Holdings in February 2019, Mr. Hele served as a Board Member of Resolution Life Group Holdings from October 2018 to February 2019. Prior to joining Resolution Life Group Holdings, Mr. Hele served as Chief Financial Officer and Executive Vice President of MetLife, Inc. (NYSE: MET), a global provider of insurance, annuities and employee benefit programs from September 2012 to September 2019, and he has held various senior positions in the insurance industry, including as a Member of the Executive Board and Chief Financial Officer at ING Groep NV and Chief Financial Officer, Treasurer and Executive Vice President for Arch Capital Group Ltd. Bermuda, and he spent 11 years at Merrill Lynch & Co. in the investment banking, financial institutions group. Mr. Hele holds a bachelor of mathematics from University of Waterloo and is a Fellow of the Canadian Institute of Actuaries and Society of Actuaries. We believe that Mr. Hele is qualified to serve as a member of our Board of Directors because of his experience leading large financial institutions.

Clara Liang

Ms. Liang has served as a member of our Board of Directors since May 2021 and as a director on the Social Finance Board of Directors from October 2019 until May 2021. Ms. Liang is Business Lead at Stripe, a financial services company. Prior to joining Stripe in January 2022, Ms. Liang was with Airbnb, Inc. (“Airbnb”) (NASDAQ: ABNB), a community of millions of hosts who offer travel experiences in 220 countries and regions around the world, for over five years, most recently serving as Vice President and General Manager, International and Commercial Operations. Prior to joining Airbnb, Ms. Liang served as Chief Product Officer at Jive Software, a provider of communication and collaboration products, and spent 11 years at International Business Machines Corporation (NYSE: IBM) in a number of technology and professional services roles. Ms. Liang has served as a board member of Navan since September 2022. Ms. Liang holds a bachelor of science in Symbolic Systems from Stanford University and a master of science in technology commercialization from the University of Texas at Austin. We believe that Ms. Liang is qualified to serve as a member of our Board of Directors because of her experience leading and scaling global technology companies.

Harvey Schwartz

Mr. Schwartz has served as a member of our Board of Directors since May 2021. Mr. Schwartz is Chief Executive Officer of Carlyle Group, Inc. Mr. Schwartz is the former President and Co-Chief Operating Officer of The Goldman Sachs Group, Inc. (“Goldman Sachs”). Mr. Schwartz joined Goldman Sachs in 1997 and subsequently held numerous senior leadership positions including Chief Financial Officer, Global Co-Head of the Securities Division, Head of Securities Division Sales, Head of North American Sales and Co-Head of the Americas Financing Group. Mr. Schwartz additionally served as a member of the firm’s Management Committee and co-headed its Risk Committee, Steering Committee on Regulatory Reform, Capital Committee and Finance Committee. Mr. Schwartz established the firm’s Investment Policy Committee on which he also served as a member. Mr. Schwartz retired from Goldman Sachs in April 2018. Prior to Goldman Sachs, Mr. Schwartz spent a decade working at several financial firms, including Citicorp, from 1990 through 1997. As both an investor and advisor, Mr. Schwartz is

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currently involved in a range of investment and philanthropic endeavors. These efforts include a focus on mental health and developing future business leaders, including women and young people seeking a career in finance. Mr. Schwartz has served as the Group Chairperson and Non-Executive Director of The Bank of London, a clearing and payments bank with operations in London and New York City, since November 2021. In addition, Mr. Schwartz serves on the board of One Mind, a nonprofit that accelerates collaborative research and advocacy to enable all individuals facing brain health challenges to build healthy, productive lives. Mr. Schwartz holds a bachelor of arts from Rutgers University, where he is a member of the university’s Board of Governors and its Hall of Distinguished Alumni. Mr. Schwartz also holds a master of business administration from Columbia University. We believe that Mr. Schwartz is qualified to serve as a member of our Board of Directors because of his extensive experience in, and knowledge of, the financial services industry.

Magdalena Yeşil

Ms. Yeşil has served as a member of our Board of Directors since May 2021 and as a director on the Social Finance Board of Directors from July 2018 until May 2021. Ms. Yeşil is a founder, entrepreneur, and venture capitalist of many of the world’s top technology companies, including salesforce.com, inc. (NYSE: CRM), in which she was the first investor and founding board member until 2005. Ms. Yeşil served as a general partner at U.S. Venture Partners, a leading Silicon Valley venture capital firm, from 1998 to 2005, where she oversaw investments in more than 30 companies, and served on the board of many early-stage companies. A technology pioneer, Ms. Yeşil founded three of the first companies dedicated to commercializing internet access, e-commerce infrastructure, and electronic payments, UUnet, CyberCash, and MarketPay, which earned her the Entrepreneur of the Year title from Red Herring magazine in 1997. She is also a founder of Broadway Angels, a group of female venture capitalists and angel investors. Ms. Yeşil is currently working on her fourth startup, Informed.IQ, an AI company automating the processing of consumer loan applications in real-time. She is the author of the best-selling book Power UP! How Smart Women Win in the New Economy, and is one of the four women featured in the non-fiction book Alpha Girls by Julian Guthrie. In addition to SoFi, Ms. Yeşil serves on the boards of Smartsheet (NYSE: SMAR), Zuora (NYSE: ZUO), Picsart and Plume. Ms. Yeşil holds a bachelor of science in industrial engineering and a master of science in electrical engineering from Stanford University. She is an immigrant to the United States. We believe that Ms. Yeşil is qualified to serve as a member of our Board of Directors because of her extensive experience leading and advising technology companies.

Required Vote

A plurality of the votes cast, which requires at least one “For” vote, with nominees receiving the most “For” votes elected. “Withhold” votes and broker non-votes will have no effect.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ALL NOMINEES LISTED IN PROPOSAL ONE FOR ELECTION TO SERVE A ONE-YEAR TERM ON THE BOARD OF DIRECTORS.

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Corporate Governance

Board Composition

Our Board of Directors will establish the authorized number of directors from time to time by resolution. The size of our Board of Directors consists of eleven members. Each director will continue to serve as a director until the election and qualification of their successor, or until their earlier death, resignation, or removal.

Pursuant to the Shareholders’ Agreement, dated as of May 28, 2021, by and among us, SCH Sponsor V LLC (“SCH Sponsor”), and the parties identified on the signature pages thereto (“Shareholders’ Agreement”), certain stockholders have the right to designate seats on our Board of Directors. One board seat is designated by QIA FIG Holding LLC (“QIA FIG”) and is currently filled by Mr. Al-Hammadi. An additional board seat is designated by Silver Lake Partners (“Silver Lake”) and is currently filled by Mr. Bingle. Each of QIA FIG and Silver Lake have the right to designate a board seat for so long as the relevant existing investor holds in the aggregate an amount of SoFi shares equal to (i) at least 50% of its percentage ownership of SoFi immediately following the closing of the transactions contemplated by the merger agreement, dated January 7, 2021, between Social Finance, Inc. and SCH (the “Closing”) minus any of such existing investor’s shares of SoFi repurchased by SoFi pursuant to the Shareholders’ Agreement, or (ii) at least 5% of the then issued and outstanding shares of SoFi.

SCH Sponsor has the right to designate (a) two board seats for so long as it or its affiliated funds hold in the aggregate an amount of SoFi shares equal to at least 50% of its percentage ownership of SoFi immediately following the Closing, or (b) in the event the threshold set forth in (a) is not met, one board seat for so long as SCH Sponsor or its affiliated funds hold in the aggregate either (x) an amount of SoFi shares equal to at least 25% of its percentage ownership of SoFi immediately following the Closing or (y) at least 5% of the then issued and outstanding shares of SoFi. Mr. Costolo and Ms. Bashir were designated as the nominees of SCH Sponsor and its affiliated funds.

On April 5, 2022, Red Crow Capital, LLC notified SoFi of its waiver of its rights to designate nominees to our Board of Directors pursuant to the Shareholders' Agreement. On April 1, 2022, Delaware Project 10 L.L.C., an affiliate of SoftBank Group Corp., notified us of its waiver of its and its affiliates’ rights to designate nominees to our Board of Directors pursuant to the Shareholders’ Agreement.

When considering whether directors and director nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable our Board of Directors to satisfy its oversight responsibilities effectively in light of its business and structure, our Board of Directors expects to focus primarily on each person’s background and experience as reflected in the information discussed in each of the directors’ individual biographies set forth above in order to provide an appropriate mix of experience and skills relevant to the size and nature of its business.

Board Diversity Matrix

The below table presents self-identified diversity metrics of our Board of Directors as of April 28, 2023.


Total Number of Directors	11
	Female	Male
Part I: Gender Identity
	3	8
Part II: Demographic Background
Asian	2	0
South Asian	1	0
White	0	8
Part III: Additional Information
Directors who identify as Middle Eastern	1	1
Directors who are Military Veterans	0	1

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Mr. Hele, who is included in the Board Diversity Matrix, will join our Board of Directors on May 1, 2023.

Board of Directors

In 2022, our Board of Directors met nine times. All of our directors attended at least 75% of the total number of meetings of the Board of Directors held during the period in which he or she was a director, and each of our directors attended at least 75% of the total number of meetings held by all committees of the Board of Directors on which he or she served.

Roles of Chair of the Board of Directors and Chief Executive Officer

Our Board of Directors has an independent chair (“Chair”), Mr. Hutton, who has authority, among other things, to preside at all meetings of the stockholders and the Board of Directors. Accordingly, the Chair has substantial ability to shape the work of the Board of Directors. We believe that separation of the positions of the Chair and Chief Executive Officer reinforces the independence of the Board of Directors in its oversight of the Company and creates an environment that is more conducive to objective evaluation and oversight of management’s performance.

Director Independence

As a result of our Common Stock being listed on Nasdaq, we must comply with the applicable rules of such exchange in determining whether a director is independent. We have determined that each of Tom Hutton, Steven Freiberg, Ahmed Al-Hammadi, Ruzwana Bashir, Michael Bingle, Richard Costolo, John Hele, Clara Liang and Magdalena Yeşil qualifies as “independent” as defined under applicable SEC rules and Nasdaq listing standards. Harvey Schwartz will qualify as “independent” as defined under applicable SEC rules and Nasdaq listing standards in May 2023.

Role of the Board of Directors in Risk Oversight

Our Board of Directors has ultimate responsibility for oversight of the Company’s risk management process. Our Board of Directors has a standing Risk Committee, as discussed in more detail below, through which it administers this oversight function as a whole, as well as through various standing committees that address risks inherent in their respective areas of oversight. Our Risk Committee provides oversight of the Company’s enterprise-wide risk management framework, including the strategies, policies, procedures and systems, established by management to identify, assess, measure and manage the major risks facing the Company. The Risk Committee also has oversight responsibility of our Information Technology (“IT”) function and periodically reviews the Company’s IT roadmap and approves the Information Security and Cyber Security Program at least annually, which includes an Information Security Enterprise Risk Assessment Report. The Risk Committee also has oversight of our Bank Secrecy Act / Anti-Money Laundering (“BSA/AML”) Program, including at least annually reviewing the program and BSA/AML risk assessment. Our Audit Committee conducts an annual review of the internal audit’s risk assessment methodology and provides oversight of industry and institution trends in risks and controls. Our Nominating and Corporate Governance Committee oversees the reputational and political risks of the Company’s business, including legislative or regulatory changes or relationships. Our Compensation Committee assesses and monitors whether any of our compensation policies and programs create risks that are reasonably likely to have a material adverse effect on the Company.

In carrying out its risk oversight responsibilities, our Board of Directors reviews the long- and short-term internal and external risks facing the Company through its participation in long-range strategic planning, and ongoing reports from various Board standing committees that address risks inherent in their respective areas of oversight. Both the Board of Directors as a whole and the various standing committees receive periodic reports from the head of risk management, as well as incidental reports as matters may arise. It is the responsibility of the committee chairs to report findings regarding material risk exposures to our Board of Directors as quickly as possible. On a regular basis, key risks and potential new or emerging risks are discussed with senior management and further addressed with our Risk Committee and our Board of Directors, as necessary. We also have a Chief Compliance Officer that assists management in overseeing the Company’s regulatory and legal compliance and reports to our General Counsel. On an ongoing basis, the Board of Directors and management identify key long- and short-term risks, assess their potential impact and likelihood, and, where appropriate, implement operational measures and controls or purchase insurance coverage in order to help ensure adequate risk mitigation. In assessing our risks, our management, Board of Directors or committees consult with outside experts and advisors, as appropriate, to anticipate or work to mitigate new or emerging risks.

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Environmental, Social and Governance (“ESG”)

Sustainable business practices are embedded in our day-to-day operations, which we believe improve our profitability and support long-term value creation for our stockholders. We plan to publish our first ESG report in 2023 that will provide insight into our commitments and progress on a range of ESG related topics.

Oversight by our Board of Directors of ESG matters primarily occurs through our Nominating and Corporate Governance Committee, which is responsible for providing guidance and oversight on corporate governance and related matters and overseeing our policies, programs, strategies and practices related to environmental, social and/or humanitarian matters. In addition, the Risk Committee is responsible for overseeing our enterprise-wide management framework and the Audit Committee provides regular oversight of our ethics and compliance matters. As a result of our ongoing commitment to our ESG initiatives, in 2022, we launched a dedicated ESG committee. The committee brings together employees from our facilities, compensation, legal, compliance, investor relations, communications, talent, and financial reporting teams and is tasked with tracking our ESG progress and examining our strategies in order to create an even greater impact.

Committees of the Board of Directors

Our Board of Directors directs the management of our business and affairs, as provided by Delaware law, and conducts its business through meetings of the Board of Directors and standing committees. We have a standing Audit Committee, Risk Committee, Compensation Committee and Nominating and Corporate Governance Committee, each of which operates under a written charter.

Pursuant to the Shareholders’ Agreement, for so long as Silver Lake is entitled to nominate a director nominee to serve on the Board of Directors, Silver Lake is entitled to designate a member to a standing committee of the Board of Directors of its choice, subject in each case to applicable law and the qualification of the applicable designees as independent under Nasdaq rules.

In addition, from time to time, special committees may be established under the direction of the Board of Directors when the board deems it necessary or advisable to address specific issues. Our current copies of committee charters are posted on our website, www.sofi.com/investors, as required under applicable SEC rules and Nasdaq rules. The information on or available through such website is not deemed incorporated in this Proxy Statement and does not form a part of this Proxy Statement. The information provided below with respect to the composition of our committees is as of April 28, 2023.

Audit Committee

Our Audit Committee consists of Tom Hutton, Clara Liang and Ahmed Al-Hammadi, with Mr. Hutton serving as the chair of the committee. Our Board of Directors has determined that each of these individuals meet the independence requirements of the Sarbanes-Oxley Act of 2002, as amended, or the Sarbanes-Oxley Act, Rule 10A-3 under the Exchange Act and applicable Nasdaq listing rules. We have determined that each member of our Audit Committee meets the requirements for financial literacy under the applicable rules and regulations of the SEC and Nasdaq listing rules. In arriving at this determination, our Board of Directors has examined each Audit Committee member’s scope of experience and the nature of their prior and/or current employment.

The parties have determined that Tom Hutton qualifies as an Audit Committee financial expert within the meaning of SEC regulations and meets the financial sophistication requirements of Nasdaq listing rules. In making this determination, our Board of Directors considered Tom Hutton’s formal education and previous and current experience in financial and accounting roles.

The Audit Committee’s responsibilities include, among other things:

•appointing, compensating, retaining, evaluating, terminating and overseeing the independent registered public accounting firm;

•discussing with the independent registered public accounting firm their independence from management;

•reviewing with the independent registered public accounting firm the scope and results of their audit;

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•pre-approving all audit and permissible non-audit services to be performed by the independent registered public accounting firm;

•overseeing the financial reporting process and discussing with management and the independent registered public accounting firm the integrity of the interim and annual financial statements that SoFi Technologies files with the SEC;

•reviewing and monitoring the design, implementation and activities of the Company’s internal audit function, including accounting principles, accounting policies, financial and accounting controls; and

•establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters.

The independent registered public accounting firm and management periodically will meet privately with the Audit Committee. We believe that the composition and functioning of the Audit Committee meets the requirements for independence under applicable Nasdaq listing standards. The Audit Committee met five times in 2022.

Risk Committee

Our Risk Committee consists of Steven Freiberg, Harvey Schwartz and Magdalena Yeşil, with Mr. Schwartz serving as the chair of the committee. Mr. Hele will join the Risk Committee effective May 1, 2023. The Board of Directors has determined that Steven Freiberg, Magdalena Yeşil and John Hele are “independent” as defined under applicable SEC rules and Nasdaq listing standards. Harvey Schwartz will qualify as “independent” as defined under applicable SEC rules and Nasdaq listing standards in May 2023.

At least one member of the Committee should have “risk management expertise” commensurate with the Company’s capital structure, risk profile, complexity, activities, size and other appropriate risk-related factors, and we have determined that each of Steven Freiberg, Harvey Schwartz and John Hele has such “risk management expertise”. In making this determination, the Board of Directors considered Steven Freiberg’s, Harvey Schwartz’s and John Hele’s previous and current experience in relevant roles at banking and financial services entities.

The Risk Committee’s responsibilities include, among other things:

•provide oversight of the Company’s enterprise-wide risk management framework, including recommending to the Board of Directors the articulation and establishment of the Company’s risk appetite and reviewing management’s assessment of the Company’s aggregate enterprise-wide risk profile;

•reviewing and discussing significant regulatory reports of the Company related to major risk exposures and the steps management has taken to monitor and control such exposures, including risk assessment and risk management policies;

•review the independence, authority and effectiveness of the Company’s enterprise-wide risk management function, including priorities, budget, staffing level and staff qualifications;

•receiving reports from management and, if appropriate, other Board of Directors committees, regarding matters relating to risk management and/or the Company’s risk organization, including emerging risks, remediation plans and other selected risk topics and/or enterprise-wide risk issues;

•overseeing the Company’s information technology function, including periodically reviewing the Company’s information technology roadmap and materials and approving the Company’s Information Security and Cyber Security Program and reviewing the program’s components at least annually; and

•overseeing the Company’s BSA/AML program, including at least annually reviewing the program and the program’s risk assessment, reviewing the Company’s ongoing compliance and requiring at least quarterly reports regarding compliance.

The Risk Committee met six times in 2022.

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Compensation Committee

Our Compensation Committee consists of Michael Bingle, Richard Costolo, Steven Freiberg and Clara Liang, with Mr. Freiberg serving as the chair of the committee. The Board of Directors determined that each of these individuals is a non-employee director, as defined in Rule 16b-3 promulgated under the Exchange Act. The Board of Directors determined that each of these individuals is “independent” as defined under applicable Nasdaq listing standards, including the standards specific to members of a Compensation Committee.

The Compensation Committee’s responsibilities include, among other things:

•regularly review and report to the Board of Directors on the Company’s compensation policies and practices to assess the adequacy in promoting the long-term interests of the Company and its stockholders and to further assess whether such compensation policies and practices create risks that are reasonably likely to have a material adverse effect on the Company;

•reviewing the amount and form of compensation paid to the Chief Executive Officer, including corporate goals and objectives, evaluating the performance of the Chief Executive Officer in light of these goals and objectives and making recommendations to the Board of Directors regarding the compensation of the Chief Executive Officer;

•reviewing and setting, or making recommendations to the Board of Directors for approval, the amount and form of compensation paid to executive officers (other than the Chief Executive Officer) and evaluating such executive officers’ performance in light of the goals and objectives established by the committee for such performance;

•oversee the implementation and administration of compensation plans of the Company;

•making recommendations to the Board of Directors regarding the compensation of directors;

•oversee the Company’s compliance with SEC rules and regulations regarding executive compensation; and

•appointing and overseeing any compensation consultants.

We believe that the composition and functioning of the Compensation Committee meets the requirements for independence under applicable Nasdaq listing standards. The Compensation Committee met ten times in 2022.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee consists of Ruzwana Bashir, Tom Hutton and Magdalena Yeşil, with Ms. Yeşil serving as the chair of the committee. The Board of Directors has determined that each of these individuals is “independent” as defined under applicable SEC rules and Nasdaq listing standards.

The Nominating and Corporate Governance Committee’s responsibilities include, among other things:

•establishing criteria for selecting director nominees and overseeing inquiries into the backgrounds and qualifications of potential Board of Directors candidates;

•recommending to the Board of Directors the nominees for election to the Board of Directors at annual meetings of stockholders;

•overseeing an evaluation of the Board of Directors and its committees and monitoring the functioning of the Board of Directors committees and periodically reviewing and recommending any adjustments to the structure and composition of the Board of Directors and its committees;

•periodically review the Company’s Code of Business Conduct and Ethics, corporate governance guidelines and other policies;

•periodically reviewing with the Chief Executive Officer and the chairperson or lead independent director of the Board of Directors the succession plans for senior management positions; and

•reviewing and approving or ratifying any related party transactions.

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We believe that the composition and functioning of the Nominating and Corporate Governance Committee meets the requirements for independence under current Nasdaq listing standards. The Nominating and Corporate Governance Committee met four times in 2022.

The Board of Directors may from time to time establish other committees.

Summary of Board of Directors and Committee Membership as of April 28, 2023

Director

Audit Committee(1)

Risk Committee(2)

Compensation Committee(3)

Nominating and Corporate Governance Committee(4)

Tom Hutton (Chair)

Chair

Steven Freiberg (Vice Chairman)

Chair

Ahmed Al-Hammadi

Ruzwana Bashir

Michael Bingle

Richard Costolo

John Hele(5)

Clara Liang

Anthony Noto

Harvey Schwartz

Chair

Magdalena Yeşil

Chair

__________________

(1)Ms. Yeşil served on our Audit Committee until August 2022. Mr. Al-Hammadi was appointed to our Audit Committee in August 2022.

(2)Mr. Schwartz took over as Chair of the Risk Committee from Mr. Freiberg in January 2023.

(3)Mr. Freiberg took over as Chair of the Compensation Committee from Mr. Bingle in January 2023.

(4)Ms. Bashir was appointed to the Nominating and Corporate Governance Committee in October 2022.

(5)Mr. Hele will join our Board of Directors and be appointed to the Risk Committee on May 1, 2023.

Code of Business Conduct and Ethics

We have a code of business conduct and ethics that applies to all of our executive officers, directors and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. The code of business conduct and ethics is available on our website, https://investors.sofi.com/governance/governance-documents/. We intend to make any legally required disclosures regarding amendments to, or waivers of, provisions of our code of business conduct and ethics on our website rather than by filing a Current Report on Form 8-K.

Corporate Governance Guidelines

Our Board of Directors has adopted a set of corporate governance guidelines, which can be found on our investor relations website at https://investors.sofi.com/governance/governance-documents/. Our corporate governance guidelines address such matters as board composition and selection, the frequency and agenda of Board of Director meetings, communications with stockholders, Board committee performance evaluations, succession planning and director compensation review. Our Nominating and Corporate Governance Committee periodically reviews our corporate governance guidelines and recommends any proposed changes to our Board of Directors.

Compensation Committee Interlocks and Insider Participation

During 2022, our Compensation Committee consisted of Michael Bingle, Richard Costolo, Steven Freiberg and Clara Liang, with Mr. Bingle serving as the chair of the committee. Mr. Bingle was subsequently appointed chair of the committee in January 2023. Carlos Medeiros ceased being a director of the Company and a member of the Compensation

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Committee following the 2022 Annual Meeting of Stockholders. None of the members of the Compensation Committee in 2022 is currently or has been at any time one of our officers or employees except for Mr. Freiberg, who served as Social Finance’s interim Chief Financial Officer from May 2017 to June 2018. No executive officer currently serves, or has served during the last year, as a member of our Board of Directors or Compensation Committee of any entity, other than SoFi Technologies, that has one or more executive officers serving as a member of our Board of Directors.

Director Compensation

The following table provides total compensation paid or awarded in 2022 to certain of our non-employee directors who served during 2022 based on the NED Compensation Policy, as defined below. Other than as set forth in this table and described more fully below, we did not pay any compensation or make any equity or non-equity awards to any of the non-employee members of our Board of Directors in 2022. We also did not pay any compensation or make any equity or non-equity awards to Mr. Noto, our Chief Executive Officer, in his capacity as director.


Name and Position	Fees Earned or Paid in Cash ($)(1)	Stock Awards ($)(2)	Total ($)
Ahmed Al-Hammadi, Director(3)	45,000	275,201	320,201
Ruzwana Bashir, Director(3)	42,500	275,201	317,701
Michael Bingle, Director(3)	56,000	275,201	331,201
Richard Costolo, Director(3)	46,000	275,201	321,201
Steven Freiberg, Vice Chairman(3)(4)	79,000	275,201	354,201
Tom Hutton, Chairman(3)(5)	135,000	275,201	410,201
Clara Liang, Director(3)(6)	68,000	275,201	343,201
Harvey Schwartz, Director(3)	50,000	275,201	325,201
Magdalena Yeşil, Director(7)	75,000	—	75,000

__________________

(1)All fees presented in this table represent fees earned under our director compensation program during 2022.

(2)Represents the grant date fair value of RSUs granted in 2022, as calculated in accordance with ASC 718, Compensation — Stock Compensation (“ASC 718”), the assumptions of which are set forth in our Annual Report on Form 10-K.

(3)On August 15, 2022, we granted to each of Messrs. Al-Hammadi, Bingle, Costolo, Freiberg, Hutton and Schwartz and Mses. Bashir and Liang 35,974 restricted stock units (“RSUs”), which had a grant date fair value of $275,201 and a vesting commencement date of July 14, 2022 and shall fully vest on the earlier of the next annual stockholder meeting of the Company after the vesting commencement date or the first anniversary of the vesting commencement date. As of December 31, 2022, each of the aforementioned directors had 35,974 RSUs outstanding. Mr. Bingle is required, upon the sale of securities he receives as director compensation, to remit the proceeds from any sales to Silver Lake Group, L.L.C.

(4)As of December 31, 2022, Mr. Freiberg had 546,850 options outstanding, all of which were exercisable.

(5)As of December 31, 2022, Mr. Hutton had 211,361 options outstanding, all of which were exercisable.

(6)As of December 31, 2022, Ms. Liang had 304,503 options outstanding, of which 241,067 were exercisable.

(7)On January 29, 2021, we granted to Ms. Yeşil 31,122 RSUs, which had a grant date fair value of $642,669 and a vesting commencement date of July 3, 2022 and shall fully vest on the first anniversary of the vesting commencement date. As of December 31, 2022, Ms. Yeşil had 31,122 RSUs outstanding and 313,704 options outstanding, all of which were exercisable.

In connection with the consummation of the Business Combination (as defined in the section entitled “Compensation Discussion & Analysis” below), our Board of Directors approved a compensation program for our non-employee directors who are determined not to be affiliated with SoFi Technologies and SCH (the “NED Compensation Policy”). Pursuant to the terms of the NED Compensation Policy, in 2022, non-employee directors were 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). The chair of our Board of Directors was eligible to receive additional annual cash compensation of $45,000. In addition, non-employee directors were eligible to receive annual grants of restricted stock unit awards with a value of $250,000 for each grant, which awards are generally made at the time of the annual stockholder meeting and vest on the first to occur between the 12-month anniversary thereof and the next annual stockholder meeting. The number of RSUs granted is determined based on the trailing 30-day average per share price of our Common Stock as of the date of approval of such award. The first such grants were made (x) for existing directors, following such time as the initial award granted in connection with the Business Combination became 75% vested, and (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

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foregoing, non-employee directors were entitled to receive additional annual cash compensation in connection with their committee service in 2022, including (i) for the Audit Committee, $25,000 per year for the chair and $10,000 per year for each member; (ii) for the Risk Committee, $25,000 per year for the chair and $10,000 per year for each member; (iii) for the Compensation Committee, $16,000 per year for the chair and $8,000 per year for each member; and (iv) for the Nominating and Corporate Governance Committee, $10,000 per year for the chair and $5,000 per year for each member.

In October 2022, our Board of Directors approved the adoption of a non-qualified deferred compensation plan for independent directors of SoFi Technologies (“Director Deferred Compensation Plan”) to become effective in May 2023. The Director Deferred Compensation Plan is a non-qualified, unfunded plan established for the purpose of allowing directors of the Company to defer the receipt of income, including cash fees and equity awards granted in connection with their service on the Board of Directors.

Limitations of Liability and Indemnification Matters

The Certificate of Incorporation contains provisions that limit the liability of our directors for monetary damages for breach of their fiduciary duties, except for liability that cannot be eliminated under the DGCL. Delaware law provides that directors of a corporation will not be personally liable for monetary damages for breach of their fiduciary duties as directors, except liability for any of the following:

•any breach of their duty of loyalty to the corporation or its stockholders;

•acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;

•unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the DGCL; or

•any transaction from which the director derived an improper personal benefit.

This limitation of liability does not apply to liabilities arising under the federal securities laws and does not affect the availability of equitable remedies such as injunctive relief or rescission.

The Certificate of Incorporation and the Bylaws also provide that we shall indemnify our directors and executive officers and may indemnify our other officers and employees and other agents to the fullest extent permitted by law. We believe that indemnification under the Bylaws covers at least negligence and gross negligence on the part of indemnified parties. The Bylaws also permit us to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in this capacity, regardless of whether the Bylaws would permit indemnification.

We have entered into separate indemnification agreements with our directors and executive officers, in addition to indemnification provided for in our charter documents. These agreements, among other things, provide for indemnification of our directors and executive officers for expenses, judgments, fines and settlement amounts incurred by this person in any action or proceeding arising out of this person’s services as a director or executive officer or at our request. We believe that these provisions and agreements are necessary to attract and retain qualified persons as directors and executive officers.

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PROPOSAL TWO:

NON-BINDING ADVISORY VOTE ON THE STOCKHOLDER APPROVAL OF EXECUTIVE COMPENSATION

At the 2022 Annual Meeting of Stockholders, the stockholders indicated their preference that the Company solicit a non-binding advisory vote on the compensation of the named executive officers, commonly referred to as a “say-on-pay vote,” every year. The Board of Directors has adopted a policy that is consistent with that preference. In accordance with that policy, this year, the Company is asking stockholders to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in this Proxy Statement in accordance with SEC rules.

This vote is not intended to address any specific item of compensation, but rather the overall compensation of the Company’s named executive officers and the philosophy, policies and practices described in this Proxy Statement. The compensation of the Company’s named executive officers subject to the vote is disclosed in the “Compensation Discussion and Analysis,” the compensation tables, and the related narrative disclosure contained in this Proxy Statement. As discussed in those disclosures, the Company’s compensation program is designed to attract, motivate, and retain talented, deeply qualified, and committed executives who believe in our mission and can lead the Company successfully in a competitive environment, while aligning their interests with those of our stockholders. We endeavor to maintain sound governance standards consistent with our executive compensation policies and practices. The Compensation Committee reviews our executive compensation program on an annual basis to ensure consistency with our short-term and long-term goals given the dynamic nature of our business and the market in which we compete for executive talent.

Accordingly, our Board of Directors is asking the stockholders to indicate their support for the compensation of the Company’s named executive officers as described in this Proxy Statement by casting a non-binding advisory vote “FOR” the following resolution:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the “Compensation Discussion and Analysis,” compensation tables and narrative discussion is hereby APPROVED.”

Required Vote

Because the vote is advisory, it is not binding on our Board of Directors or the Company. Nevertheless, the views expressed by the stockholders, whether through this vote or otherwise, are important to management and our Board of Directors and, accordingly, our Board of Directors and the Compensation Committee intend to consider the results of this vote in making determinations in the future regarding executive compensation arrangements.

Advisory approval of this proposal requires the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy and entitled to vote thereon. Abstentions will have the same effect as a vote against. Broker non-votes will be considered present for the purposes of establishing a quorum, but will have no effect. Unless our Board of Directors decides to modify its policy regarding the frequency of soliciting non-binding advisory votes on the compensation of the Company’s named executive officers, the next scheduled say-on-pay vote will be at the 2024 Annual Meeting of Stockholders.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” OUR NAMED EXECUTIVE OFFICER COMPENSATION.

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PROPOSAL THREE:

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Under the rules and regulations of the SEC and The Nasdaq Global Select Market (“Nasdaq”), our Audit Committee is directly responsible for appointing, compensating, retaining, evaluating, terminating and overseeing our independent registered public accounting firm. The Audit Committee has appointed and, as a matter of good corporate governance, is requesting ratification by the stockholders of the appointment of, Deloitte & Touche LLP to serve as our independent registered public accounting firm for our year ending December 31, 2023. Deloitte & Touche LLP has served in such role since 2017.

A representative of Deloitte & Touche LLP is expected to be present at the 2023 Annual Meeting. The representative will have the opportunity to make a statement if the representative desires to do so and may be available to respond to appropriate questions from stockholders.

Change in Auditor

On June 1, 2021, the audit and risk committee of SoFi Technologies’ board of directors dismissed Marcum LLP (“Marcum”), Social Capital Hedosophia Holdings Corp. V’s (“SCH”) independent registered public accounting firm prior to the Business Combination, as SoFi Technologies’ independent registered public accounting firm. Deloitte & Touche LLP served as the independent registered public accounting firm of SoFi prior to the Business Combination.

During the period from July 10, 2020 (inception) through December 31, 2020 and the subsequent interim period through June 1, 2021, there were no disagreements between SCH and Marcum on any matter of accounting principles or practices, financial disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Marcum, would have caused it to make reference to the subject matter of the disagreements in its reports on SCH’s financial statements for such period. During the period from July 10, 2020 (inception) through December 31, 2020 and the subsequent interim period through June 1, 2021, there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K under the Exchange Act).

Required Vote

Our organizational documents do not require that our stockholders ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm. We are doing so because we believe it is a matter of good corporate practice. The approval of this proposal requires the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy and entitled to vote thereon. Abstentions will have the same effect as a vote against. Broker non-votes, if any, will be considered present for the purposes of establishing a quorum, but will have no effect.

If our stockholders do not ratify the selection, our Audit Committee will reconsider whether to retain Deloitte & Touche LLP, but still may retain them. Even if the selection is ratified, our Audit Committee, in its discretion, may change the appointment at any time during the year if it determines that such a change would be in the best interests of the Company and its stockholders.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” RATIFICATION OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2023.

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Fees Paid to Independent Registered Public Accounting Firm

The following table summarizes the aggregate fees billed for professional services provided by Deloitte & Touche LLP related to the years ended December 31, 2022 and 2021:


	2022		2021
Audit Fees(1)	$	8,454,249	$	5,843,365
Audit-Related Fees(2)	492,524		1,362,059
Tax Fees(3)	393,199		186,731
All Other Fees	—		—
Total Fees	$	9,339,972	$	7,392,155

__________________

(1)Audit Fees consist of fees for professional services rendered in connection with the annual audits of our consolidated financial statements and internal controls over financial reporting presented in our Annual Report on Form 10-K, reviews of our consolidated financial statements presented in our Quarterly Reports on Form 10-Q, services that are normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings or engagements, as well as consents and comfort letters.

(2)Audit-Related Fees consist of fees for professional services for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under “Audit Fees.” These services include accounting consultations concerning financial accounting and reporting standards, due diligence procedures in connection with acquisitions and procedures related to other attest services, and professional services rendered in connection with securities offerings.

(3)Tax Fees consist of fees for professional services for tax compliance, tax advice and tax planning. These services include consultation on tax matters and assistance regarding federal, state and international tax compliance.

Pre-Approval Policies and Procedures

Our Audit Committee approves in advance all audit and any non-audit services rendered by Deloitte & Touche LLP to us and our consolidated subsidiaries and all fees described above were pre-approved by our Audit Committee. The Audit Committee’s charter provides that the Audit Committee shall pre-approve all auditing services, internal control-related services and permitted non-audit services (including the range of fees and terms thereof) to be performed for the Company by the independent auditor, subject to the de minimis exception for non-audit services described in Section 10A(i)(1)(B) of the Exchange Act that are approved by the Audit Committee prior to the completion of the audit. The pre-approval of services may be delegated to one or more of the Audit Committee’s members, but the decision must be reported to the full Audit Committee at its next scheduled meeting. The Audit Committee has determined that the rendering of non-audit services by Deloitte & Touche LLP is compatible with maintaining its independence.

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PROPOSAL FOUR:

APPROVE AN AMENDMENT TO THE COMPANY’S CERTIFICATE OF INCORPORATION TO GIVE THE BOARD OF DIRECTORS DISCRETIONARY AUTHORITY TO EFFECT A REVERSE STOCK SPLIT

We are seeking shareholder approval to grant the Board of Directors discretionary authority, at any time prior to the one-year anniversary of the 2023 Annual Meeting, to amend the Company's Certificate of Incorporation to effect (a) a reverse stock split (the “Reverse Stock Split”) to reduce the number of shares of our outstanding Common Stock and outstanding Redeemable Preferred Stock (together with the Common Stock, the “Outstanding Stock”) by combining shares of our Outstanding Stock into a lesser number of shares of Outstanding Stock by a ratio of not less than 1-for-2 and not more than 1-for-10 shares (the “Ratio Range”) and (b) a reduction in the number of authorized shares of Common Stock, Non-Voting Common Stock, par value $0.0001 per share, (“Non-Voting Common Stock) and Preferred Stock, par value $0.0001 per share, (“Preferred Stock”) by a corresponding proportion, subject to certain adjustments for the issuance of a whole share in exchange for any fractional shares (the “Authorized Share Reduction” and together with the Reverse Stock Split, the “Reverse Split Proposal”). The form of amendment to our Certificate of Incorporation (the “Reverse Split Amendment”) is set forth in Appendix A. The Company’s stockholders previously approved a similar amendment in connection with the 2022 Annual Meeting of Stockholders.

If this Reverse Split Proposal is approved by our stockholders and effected, between every 2 to 10 shares of Outstanding Stock would be combined and reclassified into one share of either Common Stock or Redeemable Preferred Stock, as applicable. In addition, subject to adjustments for the issuance of a whole share in exchange for any fractional shares as described below, the number of authorized shares of stock would be proportionally reduced by the Reverse Stock Split ratio, resulting in a decrease (a) from 3,000,000,000 authorized shares of Common Stock to between 300,000,000 and 1,500,000,000 shares of Common Stock, (b) from 100,000,000 authorized shares of Non-Voting Common Stock to between 10,000,000 and 50,000,000 shares of Non-Voting Common Stock and (c) from 100,000,000 authorized shares of Preferred Stock to between 10,000,000 and 50,000,000 shares of Preferred Stock. Although the number of shares of our outstanding Redeemable Preferred Stock would be reduced by the Reverse Stock Split ratio, the authorized shares of Redeemable Preferred Stock would remain at 100,000,000 authorized shares because we do not believe the benefits to the Company and its stockholders of such a reduction are sufficient to merit the time and expense of seeking a separate vote of the holders of Redeemable Preferred Stock as would be required under Delaware law. We do not currently have any plans to issue additional shares of Redeemable Preferred Stock in the future and the Redeemable Preferred Stock cannot be converted into Common Stock.

If this Reverse Split Proposal is approved by our stockholders, our Board of Directors will have the authority to decide, in its sole discretion, without further action by the stockholders, (i) whether to effect a Reverse Stock Split within twelve months of the 2023 Annual Meeting date, (ii) the specific timing of effectiveness of the Reverse Stock Split and (iii) the exact ratio of the Reverse Stock Split and Authorized Share Reduction within the Ratio Range (the “Final Ratio”). We would communicate to the public, prior to the effective date, additional details regarding the Reverse Stock Split, the Authorized Share Reduction and Reverse Split Amendment, including the Final Ratio selected.

Even if our stockholders approve the Reverse Split Proposal, we reserve the right not to effect the Reverse Stock Split and Authorized Share Reduction if our Board of Directors does not deem it to be in the best interests of the Company and our stockholders. Our Board of Directors believes that granting this discretion provides it with maximum flexibility to act in the best interests of our stockholders. Our Board of Directors' decision as to whether and when to effect the Reverse Stock Split and Authorized Share Reduction will be based on a number of factors, including, but not limited to, prevailing market conditions, existing and expected trading prices for our Common Stock, actual or forecasted results of operations, and the likely effect of such results on the market price of our Common Stock.

The Reverse Stock Split Proposal is not being proposed in response to any effort of which we are aware to accumulate shares of our Outstanding Stock or obtain control of the Company, nor is it a plan by management to recommend such actions to our Board of Directors or our stockholders. Furthermore, the Reverse Split Proposal is not being proposed in order to meet the requirements of any national securities exchange.

There are certain risks associated with a reverse stock split, and we cannot accurately predict or ensure that the Reverse Stock Split and the Authorized Share Reduction will produce or maintain the desired results, which are described in

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more detail below. For more information on the risks associated with the Reverse Stock Split and the Authorized Share Reduction, see the section below entitled “Other Considerations”. However, our Board of Directors believes that the benefits to the Company and our stockholders outweigh the risks and recommends that you vote “For” the Reverse Split Proposal.

Reasons for the Reverse Stock Split

The primary objectives for effecting the Reverse Stock Split, should our Board of Directors choose to effect one, would be to increase the per share price of our Common Stock. Our Board of Directors believes that, should the appropriate circumstances arise, effecting the Reverse Stock Split would, among other things, help us to appeal to a broader range of investors to generate greater investor interest in the Company and improve the perception of our Common Stock as an investment security. In connection with the Reverse Stock Split, our Board of Directors also believes it is in the best interests of our stockholders to decrease the authorized number of shares of Common Stock, Non-Voting Common Stock and Preferred Stock in proportion to the Final Ratio, which would reduce the total number of our authorized shares of stock.

Appeal to a Broader Range of Investors to Generate Greater Investor Interest in the Company. An increase in our stock price may make our Common Stock more attractive to investors. Brokerage firms may be reluctant to recommend lower-priced securities to their clients, particularly lower-priced securities of financial services companies, and trading volatility is often associated with low-priced stocks. Many institutional investors have internal practices or policies prohibiting them from holding lower-priced stocks in their portfolios, which reduces the number of potential purchasers of our Common Stock. Investment funds may also be reluctant to invest in lower-priced stocks. Investors may also be dissuaded from purchasing lower-priced stocks because the brokerage commissions, as a percentage of the total transaction, tend to be higher for such stocks. Moreover, the analysts at many brokerage firms typically do not monitor the trading activity or otherwise provide coverage of lower-priced stocks. Our Board of Directors believes that the anticipated higher market price resulting from the Reverse Stock Split may enable investors and brokerage firms with policies and practices such as those described above to invest in our Common Stock.

Improve the Perception of Our Common Stock as an Investment Security. We believe that the overall economic environment in which we and other financial services companies are currently operating has been a significant contributing factor to the decline in the trading price of our Common Stock. Our Board of Directors unanimously approved the submission for approval to our stockholders of the Reverse Split Proposal as one potential means of increasing the per share price of our Common Stock, which could improve the perception of our Common Stock as a viable investment security. Lower-priced stocks have a perception in the investment community as being risky and speculative, which may negatively impact, not only the price of our Common Stock, but also our market liquidity. As a financial services company, we believe that we may be particularly sensitive to this type of negative public perception and the Reverse Stock Split may result in a higher per share price for our Common Stock. However, we cannot guarantee that such higher price per share of Common Stock will be realized or maintained.

Other Considerations

The Reverse Stock Split May Not Increase the Price of our Common Stock over the Long-Term. Even if a Reverse Stock Split is effected, some or all of the expected benefits discussed above may not be realized or maintained. While we expect that the Reverse Stock Split will result in an increase in the per share price of our Common Stock, any such increase to the per share price of our Common Stock may not be in proportion to the reduction in the number of shares of our Common Stock outstanding or result in a permanent increase in the per share price. The per share price of our Common Stock depends on multiple factors, including our performance, prospects, market conditions, and other factors that may be unrelated to the number of shares outstanding, any of which could have a counteracting effect to the Reverse Stock Split on the per share price.

The Reverse Stock Split May Lead to a Decrease in our Overall Market Capitalization. Furthermore, if the per share price of our Common Stock declines after the Reverse Stock Split is effected, the decline in the price and the decline in our overall market capitalization may be greater than would have occurred in the absence of a Reverse Stock Split. As a result of a lower number of shares outstanding, the market for our Common Stock may also become more volatile.

The Reverse Stock Split may Result in Some Stockholders Owning “Odd Lots” That May be More Difficult to Sell or Require Greater Transaction Costs per Share to Sell. In addition, the Reverse Stock Split will likely increase the number of

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stockholders who hold odd lots (less than 100 shares). Stockholders who hold odd lots typically will experience an increase in the cost of selling their shares, as well as possible greater difficulty in effecting such sales.

Accordingly, a Reverse Stock Split may not achieve all of the desired results that have been outlined above. Our Board of Directors considered all of the foregoing factors and unanimously approved, and recommended seeking stockholder approval of this Reverse Split Proposal, including the Reverse Split Amendment, on April 28, 2023.

As noted above, even if stockholders approve the Reverse Split Proposal, our Board of Directors reserves the right not to effect the Reverse Split Amendment if our Board of Directors does not deem it to be in the best interests of the Company or its stockholders at the time.

Implementation of a Reverse Stock Split

Shares Outstanding

If the Reverse Split Proposal is approved, there will be no impact on our stockholders until our Board of Directors (or an authorized committee of our Board of Directors) determines to implement the Reverse Stock Split. The principal effect of the Reverse Split Amendment, which is set forth in Appendix A and also contemplates the Authorized Share Reduction, would be that between every 2 to 10 shares of Outstanding Stock would be combined and reclassified into one share of either Common Stock or Redeemable Preferred Stock, as applicable, with any fractional shares being treated as discussed below. The Reverse Stock Split would be effected simultaneously for all of our Outstanding Stock, and the Final Ratio would be the same for all shares of Outstanding Stock. The Reverse Stock Split will not affect any stockholder's percentage ownership interests in the Company, voting rights or other rights that accompany the shares of our Outstanding Stock, except for minor adjustments due to the additional whole shares that will be issued in exchange for any fractional shares. Outstanding Stock issued pursuant to the Reverse Stock Split would remain fully paid and non-assessable.

At the close of business on April 18, 2023, 941,683,286 shares of Common Stock were outstanding and 3,234,000 shares of Redeemable Preferred Stock were outstanding. For purposes of illustration, if the Final Ratio were a ratio of 1-for-8, after giving effect to such Reverse Stock Split, subject to the treatment of fractional shares, there would be approximately 117,710,411 shares of Common Stock and 404,250 shares of Redeemable Preferred Stock would be issued and outstanding.

Ownership Percentages

Our stockholders should recognize that, if the Reverse Stock Split is effected, they will own a lower number of shares than they currently own. However, except for minor adjustments that may result from the treatment of fractional shares as described below, each stockholder will hold the same percentage of our Outstanding Stock immediately following the Reverse Stock Split as such stockholder held immediately prior to the Reverse Stock Split.

Shares Authorized for Issuance

If this Reverse Split Proposal is approved by our stockholders and the Reverse Stock Split is effected, subject to adjustments for the issuance of a whole share in exchange for any fractional shares, the number of authorized shares of stock would be proportionally reduced by the Reverse Stock Split ratio, resulting in a decrease (a) from 3,000,000,000 authorized shares of Common Stock to between 300,000,000 and 1,500,000,000 shares of Common Stock, (b) from 100,000,000 authorized shares of Non-Voting Common Stock to between 10,000,000 and 50,000,000 shares of Non-Voting Common Stock and (c) from 100,000,000 authorized shares of Preferred Stock to between 10,000,000 and 50,000,000 shares of Preferred Stock. Although the number of shares of our outstanding Redeemable Preferred Stock would be reduced by the Reverse Stock Split ratio, the authorized shares of Redeemable Preferred Stock would remain at 100,000,000 authorized shares because we do not believe the benefits to the Company and its stockholders of such a reduction are sufficient to merit the time and expense of seeking a separate vote of the holders of Redeemable Preferred Stock as would be required under Delaware law. We do not currently have any plans to issue additional shares of Redeemable Preferred Stock in the future and the Redeemable Preferred Stock cannot be converted into Common Stock.

Effect on Equity Compensation Arrangements

If the Reverse Split Amendment was implemented, the per share exercise price of any outstanding stock options and any applicable repurchase price of any restricted shares would be increased proportionately, and the number of shares issuable

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under outstanding stock options, restricted stock units, performance share units and all other outstanding equity-based awards would be reduced proportionately. The number of shares of Common Stock authorized for future issuance under our equity plans would be proportionately reduced and other similar adjustments would be made under the equity plans to reflect the Reverse Stock Split. In addition, the performance targets to which our performance stock units (“PSUs”) are subject, including certain stock price targets, would be proportionally adjusted based on the Final Ratio.

Effect on Amended and Restated Series H Warrants

We have 12,170,990 Series H warrants outstanding that were issued in December 2019 and were previously converted into Common Stock warrants. Under the terms of the Amended and Restated Warrant to Purchase Stock, issued May 29, 2019, in the event of a Reverse Stock Split, as of the record date of the Reverse Stock Split, the warrant price shall be increased and the number of shares issuable on exercise of the warrants shall be decreased, in each case, in proportion to such decrease in outstanding shares of Common Stock, such that the aggregate warrant price payable for the total number of shares of Common Stock issuable on exercise of the warrant is equal to the aggregate warrant price that would have been payable for the total number of shares of Common Stock issuable on exercise of the warrant immediately prior to such adjustment.

Effect on 0.00% Convertible Senior Notes due 2026

We currently are party to the Indenture, dated October 4, 2021, between SoFi and U.S. Bank National Association, as Trustee, (the “Indenture”) governing the 0.00% Convertible Senior Notes due 2026. Under the terms of the Indenture, upon our effecting the Reverse Stock Split, the conversion rate under the Indenture will be adjusted by the fraction of the number of shares of Common Stock outstanding immediately after giving effect to the Reverse Stock Split divided by the number of shares of Common Stock outstanding immediately before the open of business on the effective date of the Reverse Stock Split without giving effect to such Reverse Stock Split.

Fractional Shares

No fractional shares will be issued in connection with the Reverse Stock Split. Instead, we will issue one full share of post-Reverse Stock Split Common Stock and Redeemable Preferred Stock to any stockholder who would have been entitled to receive a fractional share as a result of the Reverse Stock Split. Each stockholder will hold the same percentage of the Outstanding Stock immediately following the Reverse Stock Split as that stockholder did immediately prior to the Reverse Stock Split, except for any minor adjustment due to the additional whole shares that will be issued as a result of the treatment of fractional shares.

Effect on Beneficial Holders (i.e., Stockholders Who Hold in “Street Name”)

Upon the Reverse Stock Split, we intend to treat Outstanding Stock held by stockholders in “street name,” through a bank, broker or other nominee, in the same manner as stockholders whose shares are registered in their own names. Banks, brokers or other nominees will be instructed to effect the Reverse Stock Split for their customers holding shares of our Outstanding Stock in “street name.” However, these banks, brokers or other nominees may have different procedures than registered stockholders for processing the Reverse Stock Split, particularly with respect to the treatment of fractional shares. If you hold shares of Outstanding Stock with a bank, broker or other nominee and have any questions in this regard, you are encouraged to contact your bank, broker or other nominee.

Effect on Registered “Book-Entry” Holders (i.e., Stockholders That are Registered on the Transfer Agent's Books and Records but do not Hold Certificates)

Stockholders that hold their shares electronically in book-entry form with our transfer agent, Continental Stock Transfer & Trust Company, do not have stock certificates evidencing their ownership of Outstanding Stock. They are, however, provided with a statement reflecting the number of shares registered in their accounts. If a stockholder holds registered shares in book-entry form with our transfer agent, no action is needed to receive post-reverse stock split shares. If a stockholder is entitled to post-Reverse Stock Split shares, a transaction statement will automatically be sent to the stockholder's address of record indicating the number of shares of Outstanding Stock held following the Reverse Stock Split.

Effect on Certificated Shares

SoFi Technologies, Inc.

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For shares of Outstanding Stock held in certificate form, stockholders will receive a letter of transmittal sent by our transfer agent after the effective time of the Reverse Stock Split. The letter of tran

SEC Form DEF 14A filed by SoFi Technologies Inc.