Management and incentives

SoFi Technologies, Inc. SOFI

Figures as of September 20, 2026Three-pass checked

SoFi paid Anthony Noto $30,275,733 for 2025, and the two bars carrying 70% of his cash bonus are revenue and a profit figure struck before the stock handed to staff, while the long-term award grades book value as if the $3.2 billion of shares sold that year had never been issued. He is paid to grow members and revenue with equity that is free on the scoreboard, so that is what he will keep doing.

Key data

CEOAnthony Noto, chief executive since May 2021, in the same seat at Social Finance from Feb 2018

Annual bonusTarget 200% of a $1.0M salary. Revenue 35%, EBITDA 35%, return on tangible equity 15%, new members 15%

Long-term equity$29.5M target value. Half time-vested shares, half performance shares on tangible book value growth over 2025 through 2027

Payout rangeCash bonus $0 to $4.0M against a 200% cap. The 2025 performance shares run $0 to $25,750,974 at grant-date value

2025 outcomeFunded at 120% of target after the committee cut the formula's 122.7%. Noto paid $2,760,000, or 138% of his target

Latest paceFirst half 2026 adjusted net revenue $2.3B, up 41%. Adjusted EBITDA $697.7M, up 52%. Members 15.8M, up 35%

Capital gateEvery performance share forfeits if total risk-weighted capital falls below 10.5%. It was 18.8% at Jun 30, 2026, down from 22.9%

Filing anchorDEF 14A Apr 30, 2026, 10-K Feb 17, 2026, 10-Q Aug 6, 2026, Forms 4 through Aug 24, 2026

SOFI · price with moving averages

Daily · 6MWeekly · 3Y

EMAs82140

Source: market data.

What the scoreboard pays for

Element	What it measures, in plain words	Weight	Threshold / Target / Maximum	2025 result
Adjusted net revenue	All revenue, less two non-cash marks on servicing rights and residual interests	35% of bonus	$1.7B / $3.4B / $5.1B	$3.6B, 106% of target
Adjusted EBITDA	Profit before tax, corporate interest, depreciation, and stock paid to staff	35% of bonus	$497M / $993M / $1.5B	$1.1B, 106% of target
Return on tangible equity	Profit divided by tangible equity, with capital raised during the period taken out of the denominator	15% of bonus	3.4% / 6.8% / 10.2%	9.2%, 135% of target
New members	People who took a loan or opened an account during the year	15% of bonus	1.55M / 3.10M / 4.65M	115% of target
Individual multiplier	The board's read on the person, capped at 90% or 70% on a poor risk rating	Applied on top	Not a published range	115% for Noto
Time-vested shares	Nothing. Sixteen quarterly vests from Mar 14, 2025	50% of the $29.5M	No performance condition	1,027,983 shares
Performance shares	Growth in tangible book value, 2025 through 2027, with capital raises and acquisitions excluded	50% of the $29.5M	$1.36B pays 40% / $1.60B pays 100% / $1.87B pays 150%	Open
Relative return modifier	Rank against the Nasdaq Composite over the same three years	Multiplies the award	25th percentile −25% / 50th 0% / 75th +25%, for a combined 30.0% to 187.5%	Open
Capital floor	Total risk-weighted capital ratio at the holding company	All or nothing	Below 10.5% at any point forfeits the whole award	18.8% at Jun 30, 2026

That profit figure is struck before $262.1 million of stock paid to employees. Adjusted EBITDA of $1.1 billion sat against net income of $481.3 million, a $572.6 million gap made mostly of that stock and $234.2 million of depreciation. Growth in tangible book value is a sound bank metric, but this version strips out capital raises, and SoFi raised $3.2 billion in 2025 at $20.85 in July and $27.50 in December.

What it has paid so far

Year	Formulaic funding	After board discretion	Noto's bonus	Percent of his target	The bar that was missed
2023	123%	120%	$2,712,000	136%	Adjusted net revenue landed at 96% of goal and still paid 111%
2024	118%	117.5%	$2,585,000	129%	Adjusted EBITDA landed at 93% of goal and still paid 109%
2025	122.7%	120%	$2,760,000	138%	None. All four cleared

$100 invested Jun 1, 2021	SoFi	Nasdaq Composite
End 2022	$20	$77
End 2023	$44	$112
End 2024	$68	$145
End 2025	$116	$175

The payout curve explains the pattern. Through 2025 a full bonus required only 80% of the published goal, so a miss still paid a premium. Twice in three years a metric carrying 35% weight came in under goal and paid above target. The committee trimmed the formula each year and never below 117.5%. After 76.2% say-on-pay support in 2025 it moved the 2026 curve so target performance earns target pay and raised the relative-return bar to the 55th percentile.

One bar was real. The 2021 grant needed share prices of $25, $35 and $45. The $25 tranche hit in 2025. The other two expired on May 28, 2026 with the shares under $20, and the books show 7,918,836 performance shares forfeited in the first half. The proxy had carried Noto's remaining tranches at $56.1 million.

Where it stands and what he does next

The open awards are close to settled. Reported tangible book value has grown $5.9 billion since January 2024, twice the maximum bar even after stripping the offerings, so the award closing this December is decided. On the 2025 award, computed book-value growth net of the offerings is $1.38 billion of a $1.60 billion target at the halfway mark.

The real constraint is the balance sheet clock. In six months risk-weighted assets grew 31% while total capital grew 7.6%, and the ratio fell from 22.9% to 18.8%. Two or three more halves like that and he is back in front of investors for equity, which both the return metric and the book-value metric ignore. Watch the risk-weighted asset line against any new share registration, share-based expense against adjusted EBITDA, and goodwill, since the 2026 purchases of Composer and Peach add members and revenue while their costs sit in the excluded column. Dilution has been accretive so far: tangible book value per share went from $3.61 at the end of 2023 to $7.34 at June 30, 2026.

The insider tape runs against the design. Over twelve months Noto recorded no open-market disposals and put $2.3 million of his own money into 130,211 shares at an average $17.29. The 1,875,048 shares that left his account were tax withholding. The chief financial officer also recorded none. One layer down it reverses: three officers disposed of $9.6 million between them and the vice chairman another $1.9 million after exercising options.

Closing thoughts

SoFi pays Noto to add members, grow revenue, and grow book value on a measure that pretends the shares he issues do not exist, so he will keep issuing them. That has served the owner too, because the shares went out above book and book value per share more than doubled in two and a half years. The year to watch is the one where an offering prices below book.

Methodology

Sector frame: Consumer lending and digital banking; the plan's own measures are adjusted net revenue, adjusted EBITDA, return on tangible equity, new members, absolute growth in tangible book value and the total risk-weighted capital ratio; valuation, multiples and price targets are outside this report's lane.

Data gaps: the 2026 bonus metrics, weights and dollar goals are not disclosed in the April 2026 proxy; the proxy does not state whether shares issued to employees count as a capital raise for the tangible book value metric, which is the single largest swing factor in the open award; the percentile standing of each open performance-share window against the Nasdaq Composite is not disclosed, so the $100-invested table above is the proxy's own Item 402(v) series and stands only as an approximation of the plan's percentile math.

Bundle: state/SOFI_context.json · Filing anchor: DEF 14A (filed Apr 30, 2026).

Sources: SEC EDGAR primary documents read this session, being the DEF 14A filed Apr 30, 2026, the DEF 14A filed Apr 15, 2025, the DEF 14A filed Apr 8, 2024, the 10-K for 2025 filed Feb 17, 2026, the 10-Q for the second quarter of 2026 filed Aug 6, 2026, the earnings exhibits to the 8-Ks filed Jan 27, 2025, Jan 30, 2026 and Jul 29, 2026, and 93 Forms 3 and 4 covering the twelve months to Sep 16, 2026.

Fact check: every figure traced to a named SEC filing pulled in this session with no live market data used; bonus payout percentages recomputed from the disclosed achievement levels against the published payout curve and reconciled to the stated 122.7%, 118% and 123% formulaic funding; insider transaction codes verified in raw Form 4 XML rather than the rendered view, separating code S disposals from code F tax withholding and code M exercises; tangible book value figures taken from the company's own non-GAAP reconciliations in the 8-K earnings exhibits, with the net-of-offerings figure labeled as computed in the body.

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