Ex-Santander US CEO joins Upstart (NASDAQ: UPST) board
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Upstart Holdings, Inc. is making a planned change to its Board of Directors. The company appointed former Santander Holdings USA President and CEO Tim Wennes as a Class I director, effective May 28, 2026, under its standard outside director compensation policy and indemnification agreement.
Wennes brings over 35 years of financial services experience, including overseeing businesses with assets in excess of $200 billion at Santander and prior leadership roles at MUFG Union Bank and Countrywide Bank. On the same date, long‑time director Jeff Huber will resign from the Board and its Nominating and Corporate Governance Committee, with the company stating his resignation is not due to any disagreement regarding operations, policies, or procedures.
Positive
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Negative
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8-K Event Classification
2 items: 5.02, 9.01
2 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Industry experience: Over 35 years
Assets overseen: In excess of $200B
Bank and credit union partners: More than 100
+4 more
7 metrics
Industry experience
Over 35 years
Tim Wennes financial services career length
Assets overseen
In excess of $200B
Businesses overseen at Santander Holdings USA
Bank and credit union partners
More than 100
Institutions using Upstart’s AI models and applications
Loan automation rate
More than 90%
Loans on Upstart platform fully automated with no human intervention
Board resignation effective date
May 28, 2026
Effective date of Jeff Huber’s resignation
Appointment effective date
May 28, 2026
Effective date of Tim Wennes joining the Board
Founding year
2012
Year Upstart was founded
Key Terms
Emerging growth company, Outside Director Compensation Policy, indemnification agreement, AI lending marketplace, +1 more
5 terms
Emerging growth company regulatory
"Emerging growth company Item 5.02 Departure of Directors or Certain Officers"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Outside Director Compensation Policy financial
"In accordance with Upstart’s Outside Director Compensation Policy (the “Policy”)"
indemnification agreement regulatory
"Upstart will enter into its standard form of indemnification agreement with Mr. Wennes."
An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.
AI lending marketplace financial
"Upstart (NASDAQ: UPST), the leading AI lending marketplace, today announced"
Nominating and Corporate Governance Committee regulatory
"he will resign from the Board and the Nominating and Corporate Governance Committee of the Board"
A nominating and corporate governance committee is a group within a company's board of directors responsible for selecting and recommending individuals to serve as company leaders, such as directors or executives. They also develop and oversee policies to ensure the company is run fairly, ethically, and transparently. This committee matters to investors because it helps ensure the company is well-managed and guided by qualified, responsible leadership.
FAQ
What board change did Upstart (UPST) announce on May 19, 2026?
Upstart appointed former Santander US CEO Tim Wennes to its Board as a Class I director, effective May 28, 2026. At the same time, long‑serving director Jeff Huber will step down from the Board and its Nominating and Corporate Governance Committee.
Who is Tim Wennes, the new director appointed by Upstart (UPST)?
Tim Wennes is a financial services veteran with over 35 years of experience. He most recently served as President and CEO of Santander Holdings USA, overseeing businesses with assets above $200 billion, and previously held executive roles at MUFG Union Bank and Countrywide Bank.
Why is Jeff Huber resigning from Upstart (UPST)’s Board?
Jeff Huber informed Upstart that he will resign from the Board and its Nominating and Corporate Governance Committee effective May 28, 2026. The company states his resignation is not due to any disagreement about Upstart’s operations, policies, or procedures.
How will Tim Wennes be compensated as an Upstart (UPST) director?
Tim Wennes will be compensated under Upstart’s Outside Director Compensation Policy. This means he is eligible for the standard cash and equity compensation and will enter into the company’s standard form of indemnification agreement used for non‑employee directors.
What does Upstart (UPST) say about its AI lending marketplace in this filing?
Upstart describes itself as a leading AI lending marketplace connecting millions of consumers to more than 100 banks and credit unions. It highlights that over 90% of loans on its platform are fully automated, supporting products including personal, auto, home equity, and a Cash Line product.