UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 24, 2023, the Compensation Committee (“Compensation Committee”) of the board of directors of Upstart Holdings, Inc. (“Upstart”) approved the cancellation of a performance-based restricted stock unit award with respect to 687,500 shares of Upstart’s common stock (the “Performance Award”) that was granted to Paul Gu, Upstart’s co-founder, Chief Technology Officer and a member of Upstart’s board of directors, in February 2022 under Upstart’s 2020 Equity Incentive Plan.
At the time the Performance Award was granted, it was intended to be Mr. Gu’s primary compensation through calendar year 2029 so that, in connection with the grant of the Performance Award, Mr. Gu’s cash compensation was limited to the amount necessary to allow him to participate in the broad-based employee benefits generally applicable at Upstart. In reaching its decision to cancel the Performance Award, the Compensation Committee extensively considered the purpose of the Performance Award and determined that it no longer provided the intended retention and incentive value to Mr. Gu. After considering various alternatives and the pros and cons of such alternatives and consulting with its external advisors, the Compensation Committee believed it was in the best interest of the Company and its stockholders to cancel the Performance Award in exchange for the reinstatement of Mr. Gu’s cash compensation, including an annual salary of $425,000 and Mr. Gu’s eligibility to participate in Upstart’s 2023 Executive Bonus Plan with an annual target bonus opportunity equal to 75% of Mr. Gu’s annual salary.
Mr. Gu has agreed to the cancellation of the Performance Award and the reinstatement of his cash compensation.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Upstart Holdings, Inc. | ||||||||
| Dated: March 2, 2023 | By: | /s/ Scott Darling | ||||||
| Scott Darling | ||||||||
| Chief Legal Officer | ||||||||