UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_________________

Schedule 14A

_________________

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 under §240.14a-12

MoneyLion 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 all boxes that apply):

 

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.

 

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April 29, 2022

Dear MoneyLion Stockholders:

I want to cordially invite you to attend the 2022 Annual Meeting of Stockholders of MoneyLion Inc., which will be held virtually via live webcast at www.virtualshareholdermeeting.com/ML2022 on June 15, 2022 at 10:00 a.m. Eastern Time.

The matters expected to be acted upon at the Annual Meeting are described in the accompanying Notice of Annual Meeting of Stockholders and this Proxy Statement.

Your vote is important. Please cast your vote as soon as possible over the Internet, by telephone, or by completing and returning your Proxy Card in the postage-prepaid envelope so that your shares are represented. Your vote will mean that you are represented at the Annual Meeting regardless of whether or not you attend. Returning the proxy does not deprive you of your right to attend the virtual Annual Meeting and to vote your shares then. We will begin mailing the Notice of Internet Availability on or about April 29, 2022 to our stockholders of record as of the close of business on April 22, 2022.

2021 IN REVIEW

2021 was a transformative year for MoneyLion. In pursuit of our mission to rewire the American banking system to positively change the financial path for every hard-working American, we became a public company in September 2021, providing us with a fortified balance sheet and the growth capital to execute our vision. In an effort to build towards becoming America’s preeminent consumer finance marketplace, in November 2021, we completed the acquisition of Malka Media Group, a rapidly growing creator network and content platform, which accelerated our ability to engage with consumers across digital and emerging channels. This was a natural expansion of our vision to become a daily destination for money and money-adjacent social conversations, financial education and decision making. In December 2021, we announced the acquisition of Even Financial, a category-leading embedded finance marketplace, which we completed in February 2022, broadening the range of products and services within the MoneyLion platform through Even Financial’s expanding partner network and increasing MoneyLion’s distribution capabilities and product leadership. With record fourth quarter and full year 2021 results reflecting triple-digit revenue growth, as well as triple-digit increases in customers and originations, we are poised to continue building our user base and driving efficient, sustainable revenue growth while scaling towards profitability.

As we look ahead, we are confident that we are well-positioned to execute our FinTech 3.0 strategy. MoneyLion is pioneering a hyper-personalized and contextualized, all-in-one, digital financial platform that provides convenient, low-cost access to mobile banking, borrowing and investing solutions tailored for our customers, rooted in data, and delivered through our proprietary technology platform. We seek to engage and educate our customers with daily money-related and money-adjacent content, delivered through our own content feed, and we provide a full suite of financial and non-financial solutions, bundling our proprietary first-party financial products and third-party products through our marketplace technology via Even Financial. We are excited about the opportunity ahead of us to continue innovating and reimagining the future of banking and financial engagement and services and are focused on building long-term value for our customers and our stockholders.

We thank you for your continuing support of MoneyLion.

Sincerely,

 

Diwakar (Dee) Choubey

 

John Chrystal

Chief Executive Officer and President

 

Chair of the Board of Directors

 

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MONEYLION INC.

30 West 21st Street, 9th Floor
NEW YORK, NEW YORK 10010

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To the Stockholders of MoneyLion Inc.:

NOTICE IS HEREBY GIVEN that the 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of MoneyLion Inc., a Delaware corporation (referred to herein as the “Company,” “MoneyLion,” “we,” “us” or “our”), will be a virtual meeting conducted exclusively via live webcast at www.virtualshareholdermeeting.com/ML2022 on June 15, 2022, at 10:00 a.m. Eastern time, for the following purposes:

1.      to elect the three directors named in the Proxy Statement as Class I directors of the Company, each to serve until the 2025 Annual Meeting of Stockholders of the Company and until his successor is duly elected and qualified, subject to his earlier death, resignation or removal;

2.      to ratify the selection, by the Audit Committee of the Board of Directors of the Company (the “Board of Directors”), of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022;

3.      to approve the MoneyLion Inc. Amended and Restated Omnibus Incentive Plan (the “Amended and Restated Omnibus Incentive Plan”) to (a) increase the number of shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), authorized for issuance under the MoneyLion Inc. Omnibus Incentive Plan (the “Omnibus Incentive Plan”) and (b) amend and extend the “evergreen” provision to increase the number of shares of Class A Common Stock by which the total number of shares of Class A Common Stock authorized for issuance under the Amended and Restated Omnibus Incentive Plan will be increased annually; and

4.      to transact such other business as may properly come before the meeting, or any adjournment or postponement thereof.

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice of Annual Meeting of Stockholders.

Only stockholders of record holding shares of Class A Common Stock or shares of Series A Convertible Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), of the Company as of the close of business on April 22, 2022 (the “Record Date”) are entitled to vote at the Annual Meeting or any adjournments that take place.

The Board of Directors recommends that you vote:

Proposal No. 1: FOR the election of the three director nominees;

Proposal No. 2: FOR the ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022; and

Proposal No. 3: FOR the approval of the Amended and Restated Omnibus Incentive Plan.

Virtual Annual Meeting

After careful consideration, the Board of Directors has determined to hold a virtual annual meeting in order to facilitate stockholder attendance and participation by enabling stockholders to participate from any location and at no cost. We believe this is the right choice for MoneyLion at this time, as it enables engagement with our stockholders, regardless of size, resources or physical location while safeguarding the health of our stockholders, Board of Directors and management. We are committed to ensuring that stockholders will be afforded the same rights and opportunities to participate as they would at an in-person meeting. You will be able to attend the Annual Meeting online, vote your shares electronically and submit questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/ML2022 at the meeting date and time. The Annual Meeting webcast will begin

 

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promptly at 10:00 a.m. Eastern Time. We encourage you to access the Annual Meeting prior to the start time. Online check-in will begin at 9:45 a.m., Eastern Time, and you should allow ample time for the check-in procedures. If you experience technical difficulties during the check-in process or during the Annual Meeting, please consult the information regarding technical assistance available at www.virtualshareholdermeeting.com/ML2022 for assistance.

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE VIRTUAL ANNUAL MEETING ONLINE, WE ENCOURAGE YOU TO READ THE ACCOMPANYING PROXY STATEMENT AND OUR ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED December 31, 2021, AND SUBMIT YOUR PROXY AS SOON AS POSSIBLE USING ONE OF THE CONVENIENT VOTING METHODS DESCRIBED IN “INFORMATION ABOUT THE PROXY PROCESS AND VOTING” IN THE PROXY STATEMENT. IF YOU RECEIVE MORE THAN ONE SET OF PROXY MATERIALS OR NOTICE OF INTERNET AVAILABILITY BECAUSE YOUR SHARES ARE REGISTERED IN DIFFERENT NAMES OR ADDRESSES, EACH PROXY SHOULD BE SIGNED AND SUBMITTED TO ENSURE THAT ALL OF YOUR SHARES WILL BE VOTED.

Notice and Access

We are using “notice and access” procedures to distribute our proxy materials to our stockholders. Consequently, most stockholders will not receive paper copies of our proxy materials. We are instead mailing a Notice of Internet Availability of Proxy Materials to stockholders. The Notice of Internet Availability of Proxy Materials contains instructions on how to access the Company’s proxy materials and vote over the internet at www.proxyvote.com and how stockholders can request and receive a paper copy of the Company’s proxy materials, including the accompanying Proxy Statement, a Proxy Card or voting instruction card and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021. This “notice and access” method reduces the amount of paper used in producing proxy materials and lowers the costs associated with mailing the proxy materials to stockholders.

The Notice of Annual Meeting of Stockholders, the accompanying Proxy Statement and the Company’s 2021 Annual Report on Form 10-K for the fiscal year ended December 31, 2021 are also available, free of charge, at proxyvote.com and at investors.moneylion.com.

 

By Order of the Board of Directors

   

   

Adam VanWagner

   

Chief Legal Officer & Secretary

   

April 29, 2022

 

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table of contents

 

Page

Proposal No. 1: Election of Directors

 

2

Executive Officers

 

6

Corporate Governance

 

7

Certain Relationships and Related Party Transactions

 

12

Executive and Director Compensation

 

14

Beneficial Ownership of Securities

 

21

Delinquent Section 16(a) Reports

 

23

Proposal No. 2: Ratification of Selection of Independent Registered Public Accounting Firm

 

24

Report of the Audit Committee of the Board of Directors

 

26

Proposal No. 3: Approval of the Amended and Restated Omnibus Incentive Plan

 

27

Information About the Proxy Process and Voting

 

36

Additional Information

 

40

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EXPLANATORY NOTES

Emerging Growth Company

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, and therefore we are permitted and intend to rely on exemptions from certain disclosure requirements that are applicable to other public companies that are not emerging growth companies. These exemptions include reduced disclosure obligations regarding executive compensation. In addition, as an emerging growth company, we are not required to conduct votes seeking approval, on an advisory basis, of the compensation of our named executive officers or the frequency with which such votes must be conducted.

We could be an emerging growth company through 2026, although circumstances could cause us to lose that status earlier, including if the market value of our Class A Common Stock held by non-affiliates equals or exceeds $700.0 million as of any June 30 before that time or if we have total annual gross revenue of $1.07 billion or more during any fiscal year before that time, in which cases we would no longer be an emerging growth company as of the following December 31 or, if we issue more than $1.00 billion in non-convertible debt during any three-year period before that time, we would cease to be an emerging growth company immediately.

The Business Combination

On September 22, 2021, MoneyLion Inc., formerly known as Fusion Acquisition Corp. (“Fusion”), consummated a business combination (the “Business Combination”) with MoneyLion Technologies Inc., formerly known as MoneyLion Inc. (“Legacy MoneyLion”). Pursuant to the Agreement and Plan of Merger, dated as of February 11, 2021 and amended on June 28, 2021 and September 4, 2021 (the “Merger Agreement”), by and among Fusion, ML Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Fusion (“Merger Sub”), and Legacy MoneyLion, immediately upon the completion of the Business Combination and the other transactions contemplated by the Merger Agreement, each of the following transactions occurred in the following order: (i) Merger Sub merged with and into Legacy MoneyLion, with Legacy MoneyLion surviving the merger as a wholly-owned subsidiary of Fusion; (ii) Legacy MoneyLion changed its name to “MoneyLion Technologies Inc.”; and (iii) Fusion changed its name to “MoneyLion Inc.” Following the Business Combination, MoneyLion Inc. became a publicly traded company, with Legacy MoneyLion, a subsidiary of MoneyLion, continuing the existing business operations. The Class A Common Stock and MoneyLion’s publicly traded warrants are listed on the New York Stock Exchange under the ticker symbol “ML” and “ML WS”, respectively.

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MONEYLION INC.

30 West 21st Street, 9th Floor
NEW YORK, NEW YORK 10010

PROXY STATEMENT
FOR THE 2022 Annual Meeting OF STOCKHOLDERS

June 15, 2022

We have made available our proxy materials because the Board of Directors of MoneyLion Inc. (the “Board of Directors”) is soliciting your proxy to vote at our 2022 Annual Meeting of Stockholders (the “Annual Meeting”) to be held virtually on June 15, 2022, at 10:00 a.m. Eastern time, at www.virtualshareholdermeeting.com/ML2022. References in this Proxy Statement to “Company,” “MoneyLion,” “we,” “us” or “our” refer to MoneyLion Inc. and, as context requires, its consolidated subsidiaries for the period following the Business Combination and to Legacy MoneyLion and, as context requires, its consolidated subsidiaries for the period prior to the Business Combination.

•        This Proxy Statement summarizes information about the proposals to be considered at the Annual Meeting and other information you may find useful in determining how to vote.

•        The Proxy Card is the means by which you actually authorize another person to vote your shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), or shares of Series A Convertible Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), as applicable, in accordance with your instructions.

In addition to solicitations by mail, our directors, officers and employees, without additional remuneration, may solicit proxies by telephone, e-mail and personal interviews. All costs of solicitation of proxies will be borne by us. Brokers, custodians and fiduciaries will be requested to forward proxy soliciting material to the owners of Class A Common Stock or Preferred Stock held in their names, and we will reimburse them for their reasonable out-of-pocket expenses incurred in connection with the distribution of proxy materials.

Pursuant to the rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to provide access to our Annual Meeting materials, which include this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “Form 10-K”), over the internet in lieu of mailing printed copies. We will begin mailing the Notice of Internet Availability to our stockholders of record as of the close of business on April 22, 2022 (the “Record Date”) for the first time on or about April 29, 2022. The Notice of Internet Availability will contain instructions on how to access and review the Annual Meeting materials and will also contain instructions on how to request a printed copy of the Annual Meeting materials. Additionally, we have provided brokers, dealers, banks, voting trustees and their nominees, at our expense, with additional copies of our proxy materials and the Form 10-K so that our record holders can supply these materials to the beneficial owners of shares of the Class A Common Stock or shares of the Preferred Stock as of the Record Date. The Form 10-K and this Proxy Statement are available, free of charge, at proxyvote.com and are also available on our website at investors.moneylion.com.

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Proposal No. 1

Election of Directors

The Board of Directors is presently composed of ten members, who are divided into three classes, designated as Class I, Class II and Class III. One class of directors is elected by the stockholders at each annual meeting to serve a three-year term. Class I directors are Gregory DePetris, Jeffrey Gary and Chris Sugden; Class II directors are Dwight L. Bush, John Chrystal and Lisa Gersh; and Class III directors are Diwakar (Dee) Choubey, Matt Derella, Annette Nazareth and Michael Paull.

Mr. DePetris has determined not to seek re-election as a Class I director at the Annual Meeting, so his term will expire at the Annual Meeting. Following the expiration of his term at the Annual Meeting, Mr. DePetris intends to continue serving the Company as a special advisor to the Board of Directors and Chief Executive Officer of the Company, providing insights on Company growth, strategic opportunities, market positioning and investor relations. As a result of his determination not to seek re-election, the Board of Directors, at the recommendation of the Nominating and Corporate Governance Committee, has determined to reduce the number of directors which shall constitute the whole Board of Directors from ten directors to nine directors, effective at the conclusion of the Annual Meeting.

Our Amended and Restated Bylaws (as amended and restated from time to time, the “Bylaws”) provides that each class of directors shall consist, as nearly as may be practicable, of one-third of the total number of directors constituting the entire Board of Directors. In order to rebalance the Board of Directors, the Board of Directors has nominated Diwakar (Dee) Choubey, who currently is a Class III director whose term expires at the 2024 Annual Meeting of Stockholders, to stand for election as a Class I director nominee at this Annual Meeting and, if he is so elected as a Class I director, to vacate his position as a Class III director.

Therefore, the directors standing for election as Class I directors at the Annual Meeting are Diwakar (Dee) Choubey, Jeffrey Gary and Chris Sugden. Class II directors and the remaining Class III directors will stand for election at the 2023 Annual Meeting of Stockholders and the 2024 Annual Meeting of Stockholders, respectively.

Each of the nominees for election as Class I directors is currently a director. If elected at the Annual Meeting, each of the nominees for election as Class I directors would serve for three years until the 2025 Annual Meeting of Stockholders and until his successor is duly elected and qualified, subject to his earlier death, resignation or removal. If any nominee is unable or unwilling to be a candidate for election, the Board of Directors may appoint another nominee or reduce the size of the Board of Directors.

The following table sets forth information for the continuing directors and nominees who are currently standing for election (and does not include information about Mr. DePetris, who is not standing for re-election):

NAME

 

AGE

 

CURRENT
CLASS

 

CURRENT
TERM
EXPIRATION

 

INDEPENDENCE

 

AUDIT
COMMITTEE

 

COMPENSATION COMMITTEE

 

NOMINATING
AND
CORPORATE
GOVERNANCE
COMMITTEE

 

RISK AND
COMPLIANCE
COMMITTEE

John Chrystal (Chair)

 

64

 

II

 

2023

 

ü

 

ü

 

 

 

Ambassador (Ret) Dwight L. Bush

 

65

 

II

 

2023

 

ü

 

ü

 

 

 

ü
Chair

Diwakar (Dee) Choubey*

 

40

 

III

 

2024

 

 

 

 

 

Matt Derella

 

44

 

III

 

2024

 

ü

 

ü

 

ü

 

 

Jeffrey Gary

 

59

 

I

 

2022

 

ü

 

ü
Chair

 

 

 

Lisa Gersh

 

63

 

II

 

2023

 

ü

 

 

ü

 

ü
Chair

 

Annette Nazareth

 

66

 

III

 

2024

 

ü

 

 

 

ü

 

ü

Michael Paull

 

50

 

III

 

2024

 

ü

 

 

ü

 

ü

 

Chris Sugden

 

52

 

I

 

2022

 

ü

 

 

ü
Chair

 

 

ü

____________

*        As described above, the Board of Directors has nominated Mr. Choubey, who is currently a Class III director whose term expires at the 2024 Annual Meeting of Stockholders, to stand for election as a Class I director at the Annual Meeting in order to rebalance the Board of Directors. Accordingly, if Mr. Choubey is elected as a Class I director, he will cease to serve as a Class III director.

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Nominees for Election as Class I Directors for Terms Expiring at the 2025 Annual Meeting of Stockholders

Diwakar (Dee) Choubey, 40, co-founded MoneyLion in 2013 and has been its Chief Executive Officer and President since inception. Prior to co-founding MoneyLion, Mr. Choubey was a senior investment banking professional at Barclays from 2011 to 2013. Prior to joining Barclays, Mr. Choubey was a Vice President at Citadel Securities from 2009 to 2011. Prior to joining Citadel, Mr. Choubey was an investment banking professional at Goldman Sachs from 2005 to 2009 and Citigroup from 2003 to 2005. Mr. Choubey holds a Bachelor of Arts in Economics with Honors from the University of Chicago. We believe that Mr. Choubey is a valuable member of the Board of Directors because of his extensive experience as co-founder and Chief Executive Officer of MoneyLion.

Jeffrey Gary, 59, joined MoneyLion in 2020. Mr. Gary has a 30-year track record in the financial services industry, including significant fintech, financial services, investment and merger and acquisition experience. He is an experienced board member and investor, having worked on numerous transactions with SPACs and public and private equity companies and has directly led audit, fiduciary, and corporate governance committees of these companies. He currently sits on the boards of directors of Insight Acquisition Corp., a SPAC company, where he also serves as Chief Executive Officer and Chief Financial Officer, and Arca U.S. Treasury Mutual Fund, the first SEC-registered StableCoin mutual fund. Mr. Gary also sits on the advisory boards for three other fintech companies, DealBox (since May 2019), TokenPlace (since September 2020) and Total Network Service/Digital Names (since May 2019). Previously, Mr. Gary served on the board of directors of Fusion Acquisition Corp II (February 2021 to January 2022), where he also served as Chief Financial Officer; National Holdings Corporation (February 2019 to March 2021), where he was the Audit Committee Chair; and the Axonic Alternative Income Mutual Fund (October 2018 to March 2020). Mr. Gary has also served as a senior portfolio manager and led investment teams at Avenue Capital Group (from January 2012 to July 2018), where he worked closely with the SPAC investment team on their two completed SPAC transactions in 2015 and in 2017; Third Avenue (from May 2009 to December 2010), BlackRock, Inc. (from September 2003 to December 2008), AIG/American General (from May 1998 to September 2003) and Koch Industries (from September 1996 to April 1998) where he invested across all asset classes with a focus on the high-yield, bank loan and distressed markets. For over 15 years, Mr. Gary was the portfolio manager for numerous NYSE-listed funds. Mr. Gary also sat as an investment committee member at BlackRock Capital BDC from February 2005 to December 2008, where he was involved with the review and approval of all private equity and credit investments, and was a team member in the launch and initial public offering of BKCC. He started his career at PricewaterhouseCoopers as a senior auditor from September 1984 to June 1987 and later as a senior analyst at Citigroup from July 1987 to July 1988. From August 1988 to December 2002, Mr. Gary was an investment banker at Mesirow Financial. From January 1993 to August 1996, he was a senior distressed analyst at Cargill, Inc. Mr. Gary earned a Bachelor of Science in Accounting from Penn State University in 1984 and a Master of Business Administration in Finance and International Business from Northwestern University (Kellogg) in 1991. Mr. Gary is a Certified Public Accountant. We believe that Mr. Gary is a valuable member of the Board of Directors because of his extensive experience in the financial services industry and his prior track record as a senior executive and director of Fusion.

Chris Sugden, 52, joined MoneyLion in 2016. He currently serves as Managing Partner and Chairman of the investment committee of Edison Partners, with which he has been affiliated since 2002. He is a successful entrepreneur, experienced in finance, business strategy, accounting, product management, sales, marketing and capital formation. His financial and operating perspective for growth-stage companies makes him a valuable asset to portfolio company management. Mr. Sugden has deep domain, investment expertise and successful exits in payments, wealth management, electronic trading and capital markets segments. In addition to MoneyLion, Mr. Sugden currently sits on the board of six other Edison Partners’ fintech portfolio companies, ComplySci, goHenry, Nuula, Prepaid Technologies YieldStreet and Zelis, and previously served as a director of Gain Capital Holdings, Inc. Mr. Sugden began his career with PricewaterhouseCoopers, where he was a supervisor in the entrepreneurial services group in Boston. Mr. Sugden holds a B.A. in Accounting and Finance from Michigan State University. We believe that Mr. Sugden is a valuable member of the Board of Directors because of his extensive experience in the financial services industry and his prior track record as a senior executive and director.

Class II Directors Continuing in Office Until the 2023 Annual Meeting of Stockholders

John Chrystal, 64, joined MoneyLion in 2016. From June 2013 until February 2022, he served as a director of The Bancorp and its subsidiaries, including serving as Vice Chairman beginning in April 2017. Mr. Chrystal previously served as Interim Chief Executive Officer of The Bancorp, Inc. and President of The Bancorp Bank from December 2015 through May 2016. Mr. Chrystal has served as a director of INSU Acquisition Corp. III, a SPAC, since

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December 2020. Mr. Chrystal brings more than 30 years of experience as a highly-regarded financial services leader to MoneyLion. Among the companies Mr. Chrystal serves as an independent director of are Regatta Loan Management LLC and the Trust for Advised Portfolios. Mr. Chrystal was also a Managing Member of Bent Gate Advisors, LLC, the Chief Risk Officer of DiMaio Ahmad Capital, and was a Managing Director with Credit Suisse entities, with oversight of asset management and financial products functions. Mr. Chrystal received an MBA from The University of Chicago and an undergraduate degree from Iowa State University. We believe that Mr. Chrystal is a valuable member of the Board of Directors because of his extensive experience in the financial services industry and his prior track record as a senior executive and director.

Ambassador (Ret) Dwight L. Bush, 65, joined MoneyLion in 2021. He previously served as the U.S. Ambassador to the Kingdom of Morocco under President Barack Obama, from 2014-2017. Ambassador Bush is a highly accomplished business executive with a background in banking and finance, corporate management and public company and private organization governance. Ambassador Bush is Chief Executive Officer of D.L. Bush & Associates, a Washington, D.C.-based strategy and business advisory firm. Ambassador Bush is currently advising several multinational companies and investors on investment projects in the Middle East, North Africa and the United States of America and has served as Advisor to the Rock Creek Group since 2022. Ambassador Bush also serves as a trustee of Goldman Sachs Trust and Goldman Sachs Variable Insurance Trust. Starting in 1979, Ambassador Bush joined Chase Manhattan Bank, where he enjoyed a 15-year career that included international corporate banking assignments in Latin America, Asia and the Middle East, and corporate finance and project finance in New York and Washington, D.C. After 15 years at Chase, Ambassador Bush had risen to Managing Director in the Project Finance Group when he resigned and joined Sallie Mae Corporation, serving as Vice President of Corporate Development from 1994 to 1997. From 1998 to 2006, Ambassador Bush worked as a Principal at Stuart Mill Capital, LLC; Vice President and Chief Financial Officer at SatoTravel Holdings, Inc.; and Vice Chairman at Enhanced Capital Partners, LLC. Ambassador Bush was President and CEO of Urban Trust Bank, Urban Trust Holdings and President of UTB Education Finance, LLC from 2006 through 2008. In addition to his corporate work, Ambassador Bush has been active in non-profit governance, including serving on the boards of trustees or directors of CARE’s Global Leaders Network, Cornell University, The GAVI Alliance and The Middle East Investment Initiative. Ambassador Bush holds a B.A. in Government from Cornell University. We believe Ambassador Bush is a valuable member of the Board of Directors because of his extensive experience as a senior executive in the financial services industry and his prior track record in the private sector and as a government official.

Lisa Gersh, 63, joined MoneyLion in 2021. From October 2017 to October 2018, Ms. Gersh served as Chief Executive Officer of Alexander Wang, a global fashion brand based in New York City. From 2014 to 2017, Ms. Gersh transformed Gwyneth Paltrow’s blog, Goop, Inc. (“Goop”), into the first contextual commerce brand, overseeing the launch of Goop’s e-commerce store, skincare and fashion lines and created Goop’s pop-up retail strategy. In 2011, Ms. Gersh took over the operations of Martha Stewart Living Omnimedia, Inc., first as President and later as its Chief Executive Officer. Ms. Gersh co-founded Oxygen Media (“Oxygen”), the first ever multi-platform brand and created content for women, by women, in 1999 and remained its President and Chief Operating Officer until the company’s sale to NBC in 2007. Following the sale of Oxygen, Ms. Gersh joined NBC and spearheaded NBC’s acquisition of The Weather Channel, serving briefly as its interim Chief Executive Officer. Ms. Gersh began her career as a lawyer, first as a litigation associate at Debevoise & Plimpton LLP, and then as a Partner at Friedman, Kaplan, Seiler & Adelman LLP, which Ms. Gersh co-founded. Currently, Ms. Gersh serves on the board of directors of Hasbro, Inc., where she is the Chair of the Compensation Committee and serves on the Audit Committee, and Pershing Square Tontine Holdings, Ltd., where she is the Chair of the Compensation Committee and serves on the Audit Committee. She also serves on the board of directors of Jones Road, the Samsung Retail Advisory Board and The Bail Project, a national non-profit organization. Ms. Gersh previously served on the board of directors of Establishment Labs Holdings Inc., TheKnot.com, comScore, Inc. and XO Group Inc. Ms. Gersh holds a B.A. from SUNY Binghamton and a J.D. from Rutgers Law School. We believe that Ms. Gersh is a valuable member of the Board of Directors because of her extensive experience in the retail industry and her prior track record as a senior executive and a director on the boards of public companies.

Class III Directors Continuing in Office Until the 2024 Annual Meeting of Stockholders

Matt Derella, 44, joined MoneyLion in 2021. Since September 2021, he has served as an advisor to 01 Advisors, a venture capital firm, to help early stage companies scale their customer base and operations. Mr. Derella previously served as Chief Customer Officer for Twitter, a global telecommunications platform, during which his responsibilities included revenue performance, content partnerships, country operations and customer service around the world. Prior

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to that position, he served as Global Vice President, Revenue & Operations at Twitter starting in 2016. Prior to joining Twitter, Mr. Derella spent five years at Google where he held various leadership roles, including taking YouTube into the television marketplace with their first Brandcast event. He holds a B.A. in English from Georgetown University, where he graduated with honors. We believe that Mr. Derella is a valuable member of the Board of Directors because of his extensive experience in the C-suite of several prominent technology companies and his proven ability to help drive scale and growth.

Annette Nazareth, 66, joined MoneyLion in 2021. She has been a Senior Counsel of Davis Polk & Wardwell since 2021. She was a Partner of Davis Polk from 2008 to 2020, where she led the firm’s Trading and Markets practice in the Financial Institutions Group. She also served as head of the firm’s Washington, D.C. office. Ms. Nazareth is an experienced financial markets regulator, former SEC Commissioner, and recognized authority on financial markets regulatory issues. As a Partner of Davis Polk, she regularly advised boards of directors on corporate governance matters and corporations that were subject to regulatory and enforcement actions. She also advised domestic and international clients, including broker-dealers, swap dealers, exchanges, clearinghouses and other financial institutions, across a broad range of complex financial regulatory and legislative matters. Ms. Nazareth serves on the boards of Broadridge Financial Solutions and Figure Acquisition Corp. I. She also serves on several not-for-profit boards, including: Urban Institute; Watson Institute of Brown University; Protestant Episcopal Cathedral Foundation; St. Albans School of Public Service; Board of Visitors of Columbia Law School; and the SEC Historical Society (Chair). She is also the Chair of the Integrity Council for the Voluntary Carbon Market and a member of the American Law Institute. Ms. Nazareth has been a key player in financial services regulation for much of her career, and was a highly regarded financial services policymaker for more than a decade. She served as an SEC Commissioner from 2005 to 2008. She initially joined the SEC in 1998 as a Senior Counsel to Chairman Arthur Levitt and then served as Interim Director of the Division of Investment Management. She served as Director of the Division of Market Regulation (now the Division of Trading and Markets) from 1999 to 2005. Ms. Nazareth served as the SEC’s representative in international meetings as a member of the Financial Stability Forum from 1999 to 2008. She also served as the senior SEC staff person on the President’s Working Group on Financial Markets. She holds an A.B. in History and Economics from Brown University and a J.D. from Columbia University. We believe Ms. Nazareth is a valuable member of the Board of Directors because of her extensive experience in the financial regulatory world and her prior track record as a senior attorney and government official.

Michael Paull, 50, joined MoneyLion in 2021. Mr. Paull currently serves as President of Disney Streaming and oversees Disney+, Hulu, ESPN+ and Star+ globally from Disney’s Media & Entertainment Distribution (DMED) segment. He and his team are responsible for marketing, product, technology, data science and business operations for the streaming services, along with programming and content curation, working closely and collaboratively with Disney’s world-class content engines fueling Disney’s direct-to-consumer ecosystem. Mr. Paull joined The Walt Disney Company in 2017 with the acquisition of Bamtech Media, where he served as CEO and has served as a director since 2017. Mr. Paull and his team have played a key role in Disney’s pivot into the direct-to-consumer space, launching ESPN+ in 2018, followed by the launch and rapid global expansion of Disney+ in 2019 and the launch of Star+ in Latin America in August 2021. Before joining Bamtech, Mr. Paull worked from 2012 to 2017 at Amazon as Vice President, Digital Video, where he ran Amazon Channels worldwide and was responsible for its global content, product, technology, operations, and marketing. During his tenure at Amazon, he also oversaw Prime Video and Amazon’s TVOD business in the U.S., as well as the development of Prime Music. Mr. Paull has more than 20 years of consumer product development, technology, content distribution and acquisition and media industry experience. Before Amazon, he led Sony Music’s digital business worldwide and held other senior leadership positions with Sony Pictures Entertainment, FOX Entertainment Group, and Time Warner. Mr. Paull received his M.B.A. from Harvard Business School, and holds a B.S. from the University of California. We believe Mr. Paull is a valuable member of the Board of Directors because of his extensive career in the technology industry and his leadership experience as President of Disney Streaming.

Vote Required for Election

Directors are elected by a plurality of the votes cast at the meeting. “Withhold” votes have no effect. There is no ability to “abstain.”

Recommendation of the Board of Directors

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
FOR THE ELECTION OF EACH OF THE ABOVE-NAMED CLASS I NOMINEES.

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Executive Officers

The following table sets forth the name, age as of April 22, 2022 and position of the individuals who currently serve as the executive officers of the Company. The following also includes certain information regarding our executive officers’ individual experience, qualifications, attributes and skills.

Name

 

Age

 

Position

Diwakar (Dee) Choubey

 

40

 

Chief Executive Officer and President

Richard (Rick) Correia

 

49

 

Chief Financial Officer and Treasurer

Mark Torossian

 

38

 

Chief Accounting Officer

Timmie (Tim) Hong

 

39

 

Chief Product Officer

Chee Mun Foong

 

44

 

Chief Technology Officer

Adam VanWagner

 

40

 

Chief Legal Officer and Secretary

Information for Diwakar (Dee) Choubey is set forth above under “Election of Directors.”

Richard (Rick) Correia, 49, joined MoneyLion in 2016 and serves as its Chief Financial Officer and Treasurer. Prior to joining MoneyLion, Mr. Correia served in various roles at Citadel from 2008 to 2016, most recently as the Chief Operating Officer of Surveyor Capital. Prior to joining Citadel, Mr. Correia served in various roles at Merrill Lynch from 2001 to 2008, most recently as the Chief Operating Officer of Alternative Investments. Previously, Mr. Correia was a Manager at Accenture. Mr. Correia received a Bachelor of Commerce from Queen’s University, Canada.

Mark Torossian, 38, joined MoneyLion in January 2022 and serves as its Chief Accounting Officer. Prior to joining MoneyLion, Mr. Torossian was the Chief Accounting Officer of Salt Blockchain Inc. from March 2021 to January 2022. From March to December 2020, he was Senior Vice President of Finance & Principal Accounting Officer for OnDeck Capital Inc. (ONDK), a financial services company specializing in small business lending. Mr. Torossian joined OnDeck Capital Inc. from Bank of New York Mellon (“BNY”), where he held various leadership roles between 2008 and 2020. From January 2016 to March 2020, Mr. Torossian served as Director — Chief Financial Officer of BNY’s Asset Servicing Americas business, with responsibility for overseeing all aspects of financial and strategic support for U.S., Canada and Latin America. Mr. Torossian holds a MS Finance and BBA Public Accounting from Pace University and is a Certified Public Accountant (CPA) in the State of New York.

Timmie (Tim) Hong, 39, joined MoneyLion in 2015 and serves as its Chief Product Officer. Prior to joining MoneyLion, Mr. Hong was a part of the founding team of Tsumobi from 2011 to 2015, where he was responsible for growth, marketing, product and analytics. Previously, Mr. Hong was Senior Vice President of Product Development and Analytics at EmSense Corporation. Mr. Hong holds a Master of Science in Management Science and Engineering from Stanford University and a Bachelor of Science in Materials Science, Engineering and Physics from MIT.

Chee Mun Foong, 44, co-founded MoneyLion in 2013 and has been its Chief Technology Officer since inception. Prior to co-founding MoneyLion, Mr. Foong served in various roles at Simulex from 1999 to 2013, most recently as Vice President of Technology. Mr. Foong holds a Bachelor of Science in Electrical Engineering from Purdue University.

Adam VanWagner, 40, joined MoneyLion in 2018 and serves as its Chief Legal Officer and Secretary. Prior to joining MoneyLion, Mr. VanWagner was a lawyer with Kleinberg Kaplan from 2015 to 2018 and Davis Polk & Wardwell from 2012 to 2015. Previously, Mr. VanWagner was an entertainment industry professional holding various production and studio positions from 2005 to 2009. Mr. VanWagner holds a Juris Doctor from the Fordham University School of Law and a Bachelor of Arts from the University of Minnesota.

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Corporate Governance

Board of Directors Composition and Director Nominees

Our business and affairs are managed under the direction of our Board of Directors. Our Board of Directors is currently composed of ten directors, which, as described above, will be reduced to nine directors following the conclusion of the Annual Meeting. The number of directors is fixed by our Board of Directors, subject to the terms of our Fourth Amended and Restated Certificate of Incorporation (as amended and restated from time to time, the “Certificate of Incorporation”) and our Bylaws.

Our Certificate of Incorporation and our Bylaws provide for a classified Board of Directors consisting of three classes of directors, each serving staggered three-year terms as follows:

•        Our Class I directors are Gregory DePetris, Jeffrey Gary and Chris Sugden. Mr. Gary and Mr. Sugden are nominated for re-election at the Annual Meeting with terms expiring at the 2025 Annual Meeting of Stockholders. Mr. DePetris has determined not to seek re-election as a Class I director at the Annual Meeting, so his term will expire at the Annual Meeting. In order to rebalance the Board of Directors, the Board of Directors has nominated Diwakar (Dee) Choubey, who currently is a Class III director whose term expires at the 2024 Annual Meeting of Stockholders, to stand for election as a Class I director nominee at this Annual Meeting and, if he is so elected as a Class I director, to vacate his position as a Class III director.

•        Our Class II directors are Dwight L. Bush, John Chrystal and Lisa Gersh, with terms expiring at the 2023 Annual Meeting of Stockholders.

•        Our Class III directors are Diwakar (Dee) Choubey, Matt Derella, Annette Nazareth and Michael Paull, with terms expiring at the 2024 Annual Meeting of Stockholders. As described above, in order to rebalance the Board of Directors as a result of Mr. DePetris’s determination not to stand for re-election, Mr. Choubey is nominated for election as a Class I director nominee at this Annual Meeting with a term expiring at the 2025 Annual Meeting of Stockholders.

•        At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following their election. Except as otherwise provided by law and subject to the rights of any class or series of preferred stock, vacancies on our Board of Directors (including a vacancy created by an increase in the size of the Board of Directors) may be filled only by the affirmative vote of a majority of the remaining directors or by the sole remaining director. A director so elected to fill a vacancy shall hold office for a term that shall coincide with the term of the class to which such director shall have been elected.

In making recommendations to the Board of Directors of nominees to serve as directors, the Nominating and Corporate Governance Committee will examine each director nominee on a case-by-case basis regardless of who recommended the nominee and take into account all factors it considers appropriate, including enhanced independence, financial literacy and financial expertise. In evaluating director nominees, the Board of Directors, with assistance of the Nominating and Corporate Governance Committee, evaluates a nominee’s qualities, performance and professional responsibilities, but also the then composition of the Board of Directors and the challenges and needs of the Board of Directors at that time, including issues of judgment, diversity, age, skills, background and experience. Although the Nominating and Corporate Governance Committee considers the issue of diversity among the factors used to identify director nominees, the Nominating and Corporate Governance Committee does not have a specific policy with respect to diversity of director nominees.

Director Independence

Our Board of Directors is currently composed of ten directors, nine of whom qualify as independent within the meaning of the independent director guidelines of the New York Stock Exchange (the “NYSE”).

Consistent with our Corporate Governance Guidelines and the Charter of our Nominating and Corporate Governance Committee, our Board of Directors has made an affirmative determination as to the independence of each director. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships and as a result of this review, and upon the review and recommendation of the

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Nominating and Corporate Governance Committee, our Board of Directors has determined that each of Dwight L. Bush, John Chrystal, Gregory DePetris, Matt Derella, Jeffrey Gary, Lisa Gersh, Annette Nazareth, Michael Paull and Chris Sugden are independent, as defined in the rules of the NYSE and applicable SEC rules and regulations.

Board of Directors Leadership Structure

Mr. Chrystal serves as our independent Chair of the Board of Directors, and Mr. Choubey serves as our Chief Executive Officer and President. The Board of Directors meets in regularly scheduled executive sessions amongst non-management directors (comprised of our nine independent directors), which are presided over by Mr. Chrystal, as the independent Chair of the Board of Directors. We also have fully independent Audit, Nominating and Corporate Governance, Compensation and Risk and Compliance Committees, along with governance practices that promote independent leadership and oversight.

The Board of Directors believes that the foregoing structure separating the roles of Chair and Chief Executive Officer and President achieves an appropriate balance between the effective development of key strategic and operational objectives by the Chief Executive Officer and President, and the Chair’s independent oversight of management’s execution of such objectives at this time.

Committees of the Board of Directors

Our Board of Directors has four fully independent standing committees: the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee and Risk and Compliance Committee. Each of the committees reports to the Board of Directors as they deem appropriate and as the Board of Directors may request.

Audit Committee

Currently, the members of the Audit Committee are John Chrystal, Dwight L. Bush, Jeffrey Gary and Matt Derella. Jeffrey Gary serves as the Chair of the Audit Committee. The composition of the Audit Committee meets the requirements for independence under the current NYSE listing standards and SEC rules and regulations. Each member of the Audit Committee is financially literate. In addition, the Board of Directors has determined that Jeffrey Gary is an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K promulgated under the Securities Act of 1933, as amended (the “Securities Act”). This designation does not impose on him any duties, obligations or liabilities that are greater than any that are generally imposed on members of the Audit Committee and the Board of Directors.

The Audit Committee oversees our corporate accounting and financial reporting process. The Audit Committee is also responsible for preparing the Audit Committee report that SEC rules require to be included in this Proxy Statement. The Audit Committee Charter details the principal responsibilities of the Audit Committee, including assisting the Board of Directors in its oversight of:

•        selecting a firm to serve as the independent registered public accounting firm to audit MoneyLion’s financial statements;

•        ensuring the independence of the independent registered public accounting firm;

•        discussing the scope and results of the audit with the independent registered public accounting firm and reviewing, with management and that firm, MoneyLion’s interim and year-end operating results;

•        develop and oversee compliance with MoneyLion’s Code of Business Conduct and Ethics (described below);

•        oversee the receipt, retention, and treatment of concerns about questionable accounting or audit matters, as well as oversee the receipt of matters referred to it pursuant to MoneyLion’s whistleblower policy;

•        considering the adequacy of MoneyLion’s internal controls and internal audit function;

•        reviewing material related party transactions or potential conflicts of interest involving officers and directors, or those that require disclosure; and

•        approving or, as permitted, pre-approving all audit and non-audit services to be performed by the independent registered public accounting firm.

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Compensation Committee

Currently, the members of the Compensation Committee are Lisa Gersh, Matt Derella, Chris Sugden and Michael Paull. Chris Sugden serves as the Chair of the Compensation Committee. Each member of the Compensation Committee is a non-employee director, as defined by Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and meets the requirements for independence under the current NYSE listing standards.

The Compensation Committee reviews and recommends policies relating to compensation and benefits of our officers and employees. The Compensation Committee will also be responsible for preparing the Compensation Committee report once we are required by SEC rules to include it in our proxy statement or our annual report on Form 10-K, as applicable. The Compensation Committee Charter details the principal responsibilities of the Compensation Committee, including:

•        reviewing and approving, or recommending to the Board of Directors for approval, the compensation of MoneyLion’s executive officers and directors;

•        administering MoneyLion’s stock and equity incentive plans;

•        reviewing and approving, or making recommendations to the Board of Directors with respect to, incentive compensation and equity plans; and

•        reviewing MoneyLion’s overall compensation philosophy.

The Compensation Committee Charter also provides that the Compensation Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the Compensation Committee will consider the independence of each such adviser, including the factors required by the NYSE and the SEC. The Compensation Committee may delegate to one or more officers of the Company the authority to make grants and awards or options to any non-Section 16 officer of the Company under such of the Company’s incentive-compensation or other equity-based plans as the Compensation Committee deems appropriate and in accordance with the terms of such plans.

Nominating and Corporate Governance Committee

Currently, the members of the Nominating and Corporate Governance Committee are Gregory DePetris, Annette Nazareth, Lisa Gersh and Michael Paull. Lisa Gersh is the Chair of the Nominating and Corporate Governance Committee. Each member of the Nominating and Corporate Governance Committee meets the requirements for independence under the current NYSE listing standards.

The Nominating and Corporate Governance Committee is responsible for making recommendations to the Board of Directors regarding candidates for directorships and the size and composition of the Board of Directors. The Nominating and Corporate Governance Committee Charter details the principal responsibilities of the Nominating and Corporate Governance Committee, including:

•        identifying and recommending candidates for membership on the Board of Directors and for appointment to committees of the Board of Directors;

•        reviewing and recommending MoneyLion’s corporate governance guidelines and policies, and overseeing compliance with the same;

•        reviewing proposed waivers of the Code of Business Conduct and Ethics for directors and executive officers;

•        overseeing the process of evaluating the performance of the Board of Directors; and

•        assisting the Board of Directors on corporate governance matters.

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Risk and Compliance Committee

Currently, the members of the Risk and Compliance Committee are Dwight L. Bush, Gregory DePetris, Annette Nazareth and Chris Sudgen. Dwight L. Bush serves as the Chair of the Risk and Compliance Committee. The Risk and Compliance Committee Charter details the principal responsibilities for the Risk and Compliance Committee, including:

•        reviewing systemic financial risks and enterprise exposure to MoneyLion, as well as risk exposure with respect to MoneyLion’s operational areas, including any related policies and procedures related to risk assessment and risk management;

•        reviewing MoneyLion’s compliance and data security programs, including matters arising under MoneyLion’s whistleblower policy referred to it by the Audit Committee; and

•        reviewing material legal and regulatory matters.

Code of Business Conduct and Ethics

The Board of Directors adopted a Code of Business Conduct and Ethics that applies to all of MoneyLion’s employees, officers and directors, including MoneyLion’s Chief Executive Officer and President, Chief Financial Officer and Treasurer and other executive and senior financial officers. We intend to disclose future amendments to MoneyLion’s Code of Business Conduct and Ethics, or any waivers thereof, on the investor relations section of MoneyLion’s website or in public filings.

Copies of our Code of Business Conduct and Ethics, along with our Corporate Governance Guidelines and the Charters of the Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee and Risk and Compliance Committee, are available on our website at investors.moneylion.com. Information on or accessible through our website is not part of, or incorporated by reference into, this Proxy Statement. In addition, a copy of the Code of Business Conduct and Ethics will be provided without charge upon request from us.

Compensation Committee Interlocks and Insider Participation

The following directors served on our Compensation Committee in 2021: Matt Derella, Lisa Gersh and Chris Sugden. None of our executive officers currently serves, or in the past fiscal year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our Board of Directors or Compensation Committee.

Hedging and Pledging Policy

Our Insider Trading Policy covers hedging and pledging. Employees and directors are prohibited from engaging in any derivative transactions (including transactions involving options, puts, calls, prepaid variable forward contracts, equity swaps, collars and exchange funds or other derivatives) that are designed to hedge or speculate on any change in the market value of the Company’s equity securities. Employees and directors are also prohibited from shorting the Company’s stock. In addition, we prohibit employees and directors from pledging Company securities in any circumstance, and from holding Company securities on margin or holding Company securities in a margin account.

Meetings and Attendance

We became a public company following the consummation of the Business Combination on September 22, 2021. Our Board of Directors met two times during 2021. The Audit Committee met two times, the Compensation Committee met once, the Nominating and Corporate Governance Committee met once and the Risk and Compliance Committee met once. During 2021, each member of the Board of Directors attended at least 75% of the meetings of the Board of Directors and of the committees of the Board of Directors on which he or she served, with the exception of Mr. Bush and Mr. Chrystal, each of whom was unable to attend one of the two Audit Committee meetings during 2021. We encourage all of our directors and nominees for director to attend our Annual Meeting; however, attendance is not mandatory.

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Stockholder Communications with the Board

Should stockholders or other interested parties wish to communicate with the Board of Directors, non-management or independent directors as a group or any specified individual directors, including with respect to recommendations for director nominees, such correspondence should be sent to the attention of Adam VanWagner, Chief Legal Officer and Secretary, at 30 West 21st Street, 9th Floor, New York, New York 10010. The Secretary will forward correspondence relating to the Board of Director’s duties or responsibilities to the specified recipient. Correspondence that is unrelated to a director’s duties will be handled at the Secretary’s discretion.

Role of the Board of Directors in Risk Oversight

The Board of Directors oversees our risk management. The Board of Directors, directly and through the Audit Committee and Risk and Compliance Committee, carries out this oversight role by reviewing the Company’s policies and practices with respect to risk assessment and risk management, and by discussing with management the risks inherent in the operation of our business.

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Certain Relationships and Related Party Transactions

We describe below “Related Person Transactions” (as defined below) during our last fiscal year. Other than as described below, there have not been, nor are there any currently proposed, Related Party Transactions to which we have been or will be a party other than compensation arrangements, which are described where required under “Executive Compensation” and “Director Compensation.”

Related Person Transaction Policy

MoneyLion has adopted a written related person transaction policy that sets forth the following policies and procedures for the review and approval or ratification of related person transactions.

A “Related Person Transaction” is a transaction, arrangement or relationship in which MoneyLion or any of its subsidiaries was, is or will be a participant, the amount of which involved exceeds $120,000, and in which any related person had, has or will have a direct or indirect material interest. A “Related Person” means:

•        any person who is, or at any time during the applicable period was, one of MoneyLion’s executive officers or a member of the MoneyLion board of directors;

•        any person who is known by MoneyLion to be the beneficial owner of more than five percent (5%) of MoneyLion’s voting stock;

•        any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, daughter-in-law, brother-in-law or sister-in-law of a director, officer or a beneficial owner of more than five percent (5%) of MoneyLion’s voting stock, and any person (other than a tenant or employee) sharing the household of such director, executive officer or beneficial owner of more than five percent (5%) of MoneyLion’s voting stock; and

•        any firm, corporation or other entity in which any of the foregoing persons is a partner or principal or in a similar position or in which such person has a 10 percent (10%) or greater beneficial ownership interest.

MoneyLion has policies and procedures designed to minimize potential conflicts of interest arising from any dealings it may have with its affiliates and to provide appropriate procedures for the disclosure of any real or potential conflicts of interest that may exist from time to time. Specifically, pursuant to the Audit Committee Charter, the Audit Committee has the responsibility to review and approve related person transactions.

Registration Rights Agreement

In connection with the Business Combination, on September 22, 2021, certain stockholders entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with MoneyLion and Fusion Sponsor LLC, a Delaware limited liability company. The Registration Rights Agreement provides the parties thereto with certain demand, “piggy-back” and resale shelf registration rights following the expiration of any related lock-up period, as applicable, subject to certain minimum requirements and customary conditions.

Second Lien Loan

In April 2020, MoneyLion entered into a $5.0 million second-lien loan facility (the “Second Lien Loan”) with MLi Subdebt Facility 1 LLC, pursuant to the Loan and Security Agreement, dated as of April 17, 2020. MLi Subdebt Facility 1 LLC is controlled by Rohit D’Souza, a former member of the Board of Directors and a shareholder. The Second Lien Loan bears interest at the greater of (a) 12%, and (b) a fluctuating rate of interest per annum equal to the Wall Street Journal Prime Rate plus 5.75%, not to exceed 15%. Initially, the principal borrowings under the Second Lien Loan could be increased to up to $25.0 million upon the mutual consent of MoneyLion and the lender. On August 27, 2021, the Company entered into an amendment to the Second Lien Loan for an incremental borrowing of $20.0 million, increasing total borrowings under the Second Lien Loan to the maximum facility size of $25.0 million. The incremental borrowing was provided by additional lenders, one of which replaced MLi Subdebt Facility 1 LLC as administrative agent and collateral agent under the Second Lien Loan. Interest only is payable until April 30, 2022, and thereafter outstanding principal will be repaid in twelve equal installments through the facility maturity date of May 1, 2023. The Second Lien Loan is secured on a second-priority basis by all assets of MoneyLion, including capital stock of all subsidiaries, except for capital stock and assets in certain excluded subsidiaries, as

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defined, including Invest in America Credit Fund I LLC and all of the related special purpose vehicles, ROAR 1 SPV Finance LLC and ROAR 2 SPV Finance LLC. Under the terms of the Loan and Security Agreement, MoneyLion is subject to certain covenants, as defined therein. MoneyLion used the Second Lien Loan proceeds for general corporate purposes. Upon the consummation of the Business Combination, MoneyLion repaid the original $5.0 million principal balance owed to MLi Subdebt Facility 1 LLC, together with accrued interest and fees. As of December 31, 2021, the $20.0 million principal balance owed to affiliates of Monroe Capital Management Advisors, LLC, a Delaware limited liability company (“Monroe Capital”), remained outstanding. For more information about the Second Lien Loan, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Financing Arrangements — Secured Loans” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

On March 24, 2022, MoneyLion Technologies Inc., a Delaware corporation and the direct, wholly-owned subsidiary of MoneyLion, entered into a Credit Agreement (the “Credit Agreement”) with certain financial institutions from time to time party thereto (together with their respective successors and permitted assigns, the “Lenders”), as lenders, and Monroe Capital, as administrative agent and lead arranger. Among other things, pursuant to the Credit Agreement, the Lenders thereunder were deemed to have rolled over their respective portions of the Second Lien Loan in the same aggregate principal amount as their respective commitments with respect to certain term loans under the Credit Agreement, following which all obligations in respect of the Second Lien Loan were deemed to be satisfied and paid in full. For more information about the Credit Agreement and the related refinancing transactions, please see our Current Report on Form 8-K filed with the SEC on March 30, 2022.

Marketing Consulting Agreement

MoneyLion is party to an Amended and Restated Marketing Consulting Agreement, dated as of May 11, 2021 and as amended from time to time (the “Marketing Consulting Agreement”), with LeadGen Data Services LLC (“LeadGen”), pursuant to which LeadGen provides MoneyLion with certain marketing, consumer acquisition, lead generation and other consulting services. Gregory DePetris, a member of the Board of Directors, and Rohit D’Souza, a former member of the Board of Directors and a shareholder, each has an indirect ownership interest of approximately 16.5% of LeadGen. For the year ended December 31, 2021, MoneyLion paid approximately $6,624,004 to LeadGen and earned $7,082,795 of revenue under the Marketing Consulting Agreement.

Employment Arrangements

During the year ended December 31, 2021, MoneyLion employed Shreya Choubey, the wife of Dee Choubey, the Chief Executive Officer of MoneyLion, as Vice President of Product. During the year ended December 31, 2021, Shreya Choubey received aggregate compensation, inclusive of her base salary, bonus, company contributions under MoneyLion’s defined contribution retirement plan and other perks customary to employees of similar position and title, of approximately $242,042.

During the year ended December 31, 2021, MoneyLion employed Chee Hong Foong, the brother of Chee Mun Foong, the Chief Technology Officer of MoneyLion, as Head of Data Science. During the year ended December 31, 2021, Chee Hong Foong received aggregate compensation, inclusive of his base salary, bonus and other perks customary to employees of similar position and title, of approximately 1,054,750 MYR (equivalent to approximately $250,880 USD based on an exchange rate of 4.2042 MYR to $1 USD).

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Executive and Director Compensation

EXECUTIVE COMPENSATION

This section discusses the material components of the executive compensation program for MoneyLion executive officers who were “named executive officers” for 2021. For 2021, MoneyLion’s “named executive officers” and their positions were as follows:

•        Diwakar Choubey, Chief Executive Officer, President and Director;

•        Richard Correia, Chief Financial Officer and Treasurer; and

•        Timmie Hong, Chief Product Officer

MoneyLion is an emerging growth company and therefore is subject to reduced disclosure obligations regarding executive compensation, including only being required to provide disclosure with respect to three “named executive officers” and is exempt from the requirements of holding a nonbinding advisory vote on executive compensation.

Summary Compensation Table

The following table presents all of the compensation awarded to or earned by or paid to MoneyLion’s named executive officers for the year ended December 31, 2021.

Name and Principal Position

 

Year

 

Salary
($)

 

Bonus
($)
(1)

 

Option Awards ($)(2)

 

Non-Equity Incentive Plan Compensation ($)

 

All Other Compensation ($)(3)

 

Total
($)

Diwakar Choubey

 

2021

 

452,000

 

1,455,000

 

2,932,127

 

 

13,225

 

4,852,352

Chief Executive Officer, President and Director

 

2020

 

372,159

 

400,000

 

56,411

 

 

8,241

 

836,811

Richard Correia

 

2021

 

437,000

 

1,420,000

 

1,612,678

 

 

12,669

 

3,482,347

Chief Financial Officer and Treasurer

 

2020

 

375,629

 

500,000

 

56,411

 

 

4,386

 

936,426

Timmie Hong

 

2021

 

385,000

 

950,000

 

1,612,678

 

 

13,225

 

2,960,903

Chief Product Officer

 

2020

 

333,840

 

500,000

 

282,055

 

 

13,759

 

1,129,654

____________

(1)      Amounts payable in this bonus column represent (i) bonus payments made pursuant to the transaction bonus pool relating to the successful completion of the Business Combination ($1,000,000 for each of Messrs. Choubey and Correia and $600,000 for Mr. Hong) and (ii) an annual discretionary performance bonus determined by the Compensation Committee of the Board of Directors, based on performance in 2021 ($455,000 for Mr. Choubey, $420,000 for Mr. Correia and $350,000 for Mr. Hong). Each of these bonuses are further described below.

(2)      Amounts reflect the full grant-date fair value of options granted during 2021, computed in accordance with FASB Accounting Standards Codification (“ASC”) Topic 718, rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of all option awards made to executive officers in Note 13 to our consolidated financial statements incorporated by reference to the Company’s Annual Report on Form 10-K filed with the SEC on March 17, 2022. The stock option awards granted to each of our named executive officers in 2021 consisted of at-the-money options.

(3)      Amounts reflect: for Mr. Choubey, (i) $11,600 of matching contributions under the MoneyLion 401(k) Plan and (ii) life insurance, long and short-term disability premium payments in the amount of $1,625; for Mr. Correia, (i) $11,044.34 of matching contributions under the MoneyLion 401(k) Plan, and (ii) life insurance, long and short-term disability premium payments in the amount of $1,625; and for Mr. Hong (i) $11,600 of matching contributions under the MoneyLion 401(k) Plan and (ii) life insurance, long and short-term disability premium payments in the amount of $1,625.

Elements of MoneyLion’s Executive Compensation Program

For the year ended December 31, 2021, the compensation for each named executive officer generally consisted of a base salary, performance-based cash bonus (for the 2021 performance year), stock options and standard employee benefits. These elements (and the amounts of compensation and benefits under each element) were selected because MoneyLion believes they are necessary to help attract and retain executive talent which is fundamental to its success. Below is a more detailed summary of the current executive compensation program as it relates to MoneyLion’s named executive officers.

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Base Salaries

The named executive officers receive a base salary to compensate them for services rendered to MoneyLion. The base salary payable to each named executive officer is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role and responsibilities.

2021 Discretionary Cash Bonuses

MoneyLion maintains a discretionary cash-based short-term incentive compensation program in which certain of its employees, including the named executive officers, are eligible to receive bonuses based on, among other things, the named executive officer’s overall performance and MoneyLion’s performance. Such awards are designed to incentivize the named executive officers with a variable level of compensation that is based on performance measures established by the Board of Directors or Compensation Committee.

In 2021, Messrs. Choubey, Correia and Hong were eligible to earn a discretionary annual cash bonus, based on individual and company performance. None of the named executive officers had an annual bonus target for 2021.

The actual bonuses earned, as determined by the Compensation Committee, by each named executive officer for performance in 2021 and paid in March 2022 are set forth above in the Summary Compensation Table ($455,000 for Mr. Choubey, $420,000 for Mr. Correia and $350,000 for Mr. Hong).

Business Combination Bonus

The Merger Agreement provided that Legacy MoneyLion would establish a $5,000,000 transaction bonus pool to be allocated and paid to Legacy MoneyLion employees upon the successful closing of the Business Combination. The board of directors of Legacy MoneyLion determined that, in recognition of their leadership throughout the transaction process, upon the successful completion of the Business Combination, Mr. Choubey and Mr. Correia would each receive a $1,000,000 transaction bonus and that Mr. Hong would be paid a $600,000 transaction bonus.

Equity Compensation

Equity Incentive Plan and Outstanding Awards

2021 Stock Option Grants

Legacy MoneyLion maintained the 2014 Equity Incentive Plan (the “2014 Plan”) in order to facilitate the grant of long-term equity incentive awards to directors, employees (including the named executive officers) and consultants of MoneyLion and its affiliates to obtain and retain services of these individuals.

In 2021, Legacy MoneyLion granted options to each of the named executive officers in order to encourage their continued service and alignment with shareholders. In 2021, Messrs. Choubey, Correia and Hong were granted options with respect to 118,483 shares (1,944,045 shares after the exchange ratio adjustment in connection with the closing of the Business Combination), 65,116 shares (1,069,230 shares after the exchange ratio adjustment in connection with the closing of the Business Combination), 65,116 shares (1,069,230 shares after the exchange ratio adjustment in connection with the closing of the Business Combination), respectively, with an adjusted exercise price of $2.58 per share.

These options vest over four years, with 25% vesting on the first anniversary of the date of grant and the remainder vesting in equal monthly instalments over the following three-year period such that the award is fully vested four years after the grant date, generally subject to the named executive officer’s continued service through the applicable vesting dates.

Omnibus Incentive Plan

We have adopted and our stockholders have approved the Omnibus Incentive Plan. We expect that awards will be made under the Omnibus Incentive Plan, and, if approved, the Amended and Restated Omnibus Incentive Plan, in the future.

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The aggregate number of shares of Class A Common Stock reserved for issuance pursuant to awards under the Omnibus Incentive Plan was initially equal to 17,712,158 shares of Class A Common Stock outstanding as of the closing of the Business Combination, plus (i) up to 38,985,776 shares of Class A Common Stock are subject to outstanding prior awards under the 2014 Plan, (ii) 2% of the outstanding shares of Class A Common Stock on January 1, 2022 and (iii) 2% of the outstanding shares of Class A Common Stock on January 1, 2023. Any employee, director or consultant of MoneyLion is eligible to receive an award under the Omnibus Incentive Plan, to the extent that an offer of such award is permitted by applicable law, stock market or exchange rules, and regulations or accounting or tax rules and regulations.

The Omnibus Incentive Plan provides for the grant of stock options (including incentive stock options and non-qualified stock options), stock appreciation rights, restricted stock, restricted stock units, performance-based awards, other cash-based awards and other stock-based awards, or any combination thereof. Each award will be set forth in a separate grant notice or agreement and will indicate the type and terms and conditions of the award.

Other Elements of Compensation

Retirement Plans

MoneyLion maintains a 401(k) defined contribution retirement savings plan for its employees in the United States, including the named executive officers, who satisfy certain eligibility requirements. Messrs. Choubey, Correia and Hong are eligible to participate in the 401(k) plan on the same terms as other U.S. full-time employees, including matching employer contributions equal to 100% of the first 3% of the employees’ contribution and 50% of the next 2% of the employees’ contribution.

Employee Benefits and Perquisites

All of MoneyLion’s full-time employees in the United States, including Messrs. Choubey, Correia and Hong, are eligible to participate in health and welfare plans, including medical, dental and vision benefits, medical and dependent care, flexible spending accounts, short-term and long-term disability insurance and life insurance.

MoneyLion believes the benefits described above are necessary and appropriate to provide a competitive compensation package to its named executive officers.

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OUTSTANDING EQUITY AWARDS AT 2021 FISCAL YEAR-END

 

Option Awards

Name

 

Grant Date

 

Number of Securities Underlying Unexercised Options (#) Exercisable(1)

 

Number of Securities Underlying Unexercised Options (#) Unexercisable(1)

 

Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)

 

Option Exercise Price ($)

 

Option Expiration Date

Diwakar Choubey

 

11/15/2017

 

1,476,701

 

     

0.22

 

11/15/2027

   

11/01/2018

 

354,159

 

105,291

     

0.40

 

11/01/2028

   

09/21/2019

 

1,384,408

 

1,076,762

     

0.40

 

09/21/2029

   

05/01/2020

 

64,948

 

99,130

     

0.59

 

05/01/2030

   

02/01/2021

 

 

1,944,045

     

2.58

 

02/01/2021

                         

Richard Correia

 

12/31/2016

 

1,422,556

 

     

0.13

 

12/31/2026

   

11/15/2017

 

1,143,410

 

     

0.22

 

11/15/2027

   

11/01/2018

 

174,265

 

51,809

     

0.40

 

11/01/2028

   

09/21/2019

 

1,615,142

 

1,256,222

     

0.40

 

09/21/2029

   

05/01/2020

 

64,948

 

99,130

     

0.59

 

05/01/2030

   

02/01/2021

 

 

1,069,230

     

2.58

 

02/01/2031

                         

Timmie Hong

 

03/01/2016

 

504,540

 

     

0.15

 

03/01/2026

   

08/01/2016

 

223,966

 

     

0.15

 

08/01/2026

   

11/15/2017

 

656,312

 

     

0.22

 

11/15/2027

   

11/01/2018

 

295,134

 

87,742

     

0.40

 

11/01/2028

   

09/21/2019

 

298,135

 

231,882

     

0.40

 

09/21/2029

   

05/01/2020

 

324,737

 

495,652

     

0.59

 

05/01/2030

   

02/01/2021

 

 

1,069,230

     

2.58

 

02/01/2031

____________

(1)      These options vest as to 25% of the options upon the first anniversary of the grant date, with the remaining 75% vesting in equal monthly instalments over the following three-year period such that the award is fully vested four years after the grant date, generally subject to the named executive officer’s continued service through the applicable vesting dates.

Executive Compensation Arrangements

Messrs. Choubey and Correia entered into employment agreements with Legacy MoneyLion in November 2019. The terms and conditions of such agreements are described in more detail below. Mr. Hong was not party to an employment agreement with MoneyLion in 2021.

Executive Employment Agreements

On November 19, 2019, Legacy MoneyLion entered into an employment agreement with each of Messrs. Choubey and Correia (the “NEO Employment Agreements”), providing for their employment as Chief Executive Officer of Legacy MoneyLion and Chief Financial Officer of Legacy MoneyLion, respectively. The NEO Employment Agreements provided for an initial two-year term that automatically renewed upon the same terms and conditions set forth in the agreements for successive one-year terms, unless the named executive officer or MoneyLion provided, in the case of Mr. Choubey, six months’, and in the case of Mr. Correia, three months’, prior notice to the other party of the intent not to renew.

Messrs. Choubey and Correia were entitled to an annual base salary, which for 2021 was $452,000, and $437,000, respectively, and for each fiscal year beginning in 2020, a discretionary annual cash bonus determined in the discretion of the Board of Directors or Compensation Committee, based on, among other things, the named executive officer’s performance and MoneyLion’s performance. The NEO Employment Agreements provided that the named executive officer must be in good standing on the actual payment date to be eligible to receive the bonus, except as discussed below.

Pursuant to the NEO Employment Agreements, upon termination of the named executive officer’s employment by MoneyLion without “Cause” or by the named executive officer for “Good Reason” (as such terms are defined in the NEO Employment Agreements), and for Mr. Correia, upon MoneyLion’s non-renewal of the term of employment, the named executive officer was entitled to, in addition to any accrued amounts, and subject to the named executive officer’s execution of a release of claims in favor of MoneyLion and compliance with the restrictive covenants set

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forth below, (i) continuation of his annual base salary for a period of six months, (ii) payment, for the portion of the named executive officer’s premiums equal to the portion being paid by MoneyLion immediately prior to the date of termination, of the cost of the named executive officer’s and his dependents’ participation in MoneyLion’s health and dental plans for six months, (subject to certain earlier terminations of such coverage, as set forth in the NEO Employment Agreements), (iii) any accrued and unpaid discretionary bonus for the year prior to the year of termination, (iv) if determined by the Compensation Committee (and for Mr. Correia, the CEO), payment of a discretionary bonus (if any) and (v) immediate vesting of any then unvested options that would have vested in the twelve-month period following the named executive officer’s termination.

In addition to the severance payments set forth above, if the named executive officer was terminated by MoneyLion without Cause (and for Mr. Correia, upon MoneyLion’s non-renewal of the term of employment), in each case, within 12 months after a Change in Control (as defined in the NEO Employment Agreements), subject to the named executive officer’s execution of a release of claims in favor of MoneyLion and compliance with the restrictive covenants set forth below, the named executive officer was entitled to (i) continuation of his annual base salary for a period of 12 months, (ii) payment, for the portion of the named executive officer’s premiums equal to the portion being paid by MoneyLion immediately prior to the date of termination, of the cost of the named executive officer’s and his dependents’ participation in MoneyLion’s health and dental plans for 12 months (subject to certain earlier terminations of such coverage, as set forth in the NEO Employment Agreements), (iii) any accrued and unpaid discretionary bonus for the year prior to the year of termination, (iv) if determined by the Compensation Committee (and for Mr. Correia, the CEO) payment of a discretionary bonus (if any) for the year of termination and (v) immediate vesting of any then unvested options held by the named executive officer on the date of his termination.

In addition, pursuant to the NEO Employment Agreements, Messrs. Choubey and Correia were required to sign a Confidentiality and Assignment of Inventions Agreement, which provided a non-competition restriction for a period of 6 months following termination of employment with MoneyLion. The named executive officers were also subject to non-solicitation of employees, customers and clients restrictions for a period of 6 months following termination of employment with MoneyLion for any reason.

2022 Employment Agreements

In March of 2022, MoneyLion entered into new employment agreements with each of Messrs. Choubey, Correia and Hong. The new employment agreements are on substantially similar terms, with differing annual base salaries and titles, and the new employment agreements supersede any prior employment agreements or offer letters (including the NEO Employment Agreements described above) with the foregoing named executive officers.

Each of the new employment agreements has an initial three-year term, which will automatically renew for successive one-year terms unless either party provides 90 days’ prior written notice of non-renewal. Mr. Choubey’s employment agreement provides Mr. Choubey with an annual base salary of $650,000, and that he will continue as Chief Executive Officer of MoneyLion and will serve on the Board of Directors, Mr. Correia’s employment agreement provides Mr. Correia with an annual base salary of $600,000 and that he will serve as Chief Financial Officer and Mr. Hong’s employment agreement provides Mr. Hong with an annual base salary of $500,000 and that he will serve as Chief Product Officer. Pursuant to each of the employment agreements, each named executive officer has an opportunity to earn an annual equity award grant, as determined by the Compensation Committee, and an annual bonus with a target amount to be determined by the Compensation Committee.

The new employment agreements also provide for severance upon the termination of a named executive officer under his employment agreement by MoneyLion without “Cause,” by the named executive officer for “Good Reason,” due to MoneyLion’s non-renewal of the applicable employment agreement or upon such named executive officer’s death or “Disability” (as such terms are defined in the applicable employment agreement), subject to certain conditions set forth in the applicable employment agreement, including the execution of a general release of any and all claims: (a) severance pay equal to the sum of (i) his base salary at his then current annual rate for a period of twelve months following the termination date and (ii) his target bonus at the amount in effect at the time of termination or, if no target bonus has been determined for the year during which the termination of employment occurs, the annual bonus most recently paid to such named executive officer, (b) a pro rata performance-based annual bonus for the year of such named executive officer’s termination of employment, (c) continued participation in MoneyLion’s group medical and dental plans for a specified period following termination and (d) the immediate vesting of the portion of any previously granted and unvested option awards that would have vested during the one-year period immediately following the date

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of termination of such named executive officer’s employment. Furthermore, in the event of the termination of any named executive officer’s employment within six months prior to or 24 months following a “Change in Control” (as defined in the applicable employment agreement), subject to certain conditions set forth in the applicable employment agreement, including the execution of a general release of any and all claims, the named executive officer will be entitled to (A) severance pay equal to the sum of (1) his base salary at his then current annual rate for a period of 24 months following the termination date and (2) two times his target bonus at the amount in effect at the time of termination or, if no target bonus has been determined for the year during which the termination of employment occurs, the annual bonus most recently paid to such named executive officer, (B) a pro rata performance-based annual bonus for the year of such named executive officer’s termination of employment, (C) continued participation in the Company’s group medical and dental plans for a specified period following termination and (D) the immediate vesting of any previously granted and unvested option awards.

Each of the employment agreements contains customary perpetual non-disclosure, non-disparagement and, for a period of twelve months following termination of the named executive officer’s employment with the Company, non-compete and non-solicit covenants by which each of the named executive officer is bound.

2022 Equity Grants

In March of 2022, MoneyLion granted each of the named executive officers restricted stock units and performance share awards pursuant to the terms and conditions of the Omnibus Incentive Plan. Each named executive officer was granted (i) restricted stock units (the “RSUs”) that vest in 12 quarterly instalments over a three-year period, generally subject to the applicable named executive officer’s continued employment through each vesting date, (ii) performance share awards that are earned based on the achievement of specified target key performance indicators during 2022 related to MoneyLion’s revenue, customer acquisition and EBITDA (the “Performance Goals”) (with the number of Annual PSUs that can be earned to be between 80% and 120% of the target amount) and vest over a three-year period (including the year of grant) (the “Annual PSUs”), provided that the applicable Performance Goals are achieved and the named executive officer generally remains employed through the applicable vesting date and (iii) performance share awards that vest based on the achievement of specified share prices (the “Share Price PSUs”) (25%, 50%, 75% and 100% of the Share Price PSUs will vest upon the achievement of a volume-weighted average price per share of the Class A Common Stock over 20 consecutive trading days equal to or greater than $8.00, $10.00, $12.00 and $15.00, respectively) within four years of the date of grant and minimum time vesting conditions, generally subject to the applicable named executive officer’s continued employment through the applicable vesting date.

In March 2022, Mr. Choubey received a grant of (i) 2,185,902 RSUs, (ii) 1,092,787 Annual PSUs (at 100% of target) and (iii) 2,909,836 Share Price PSUs, Mr. Correia received a grant of (i) 1,360,724 RSUs, (ii) 680,259 Annual PSUs (at 100% of target) and (iii) 2,090,164 Share Price PSUs and Mr. Hong received a grant of (i) 450,842 RSUs, (ii) 225,387 Annual PSUs (at 100% of target) and (iii) 1,434,426 Share Price PSUs.

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DIRECTOR COMPENSATION

Director Compensation Table

The following table sets forth information regarding compensation earned by or paid to MoneyLion’s directors during the year ended December 31, 2021, excluding Mr. Choubey for whom we provided compensation disclosure in the Summary Compensation Table.

Name (a)

 

Fees Earned or Paid in Cash ($)
(b)
(1)

 

Stock Awards ($)
(d)
(2)

 

Non-Equity Incentive Plan Compensation ($)
(e)

 

Non-qualified Deferred Compensation Earnings
(f)

 

All Other Compensation ($)
(g)

 

Total
($)
(h)

Dwight Bush

 

17,500

 

289,229

 

 

 

 

306,729

John Chrystal(3)

 

21,250

 

289,229

 

 

 

 

310,479

Greg DePetris(3)

 

13,500

 

289,229

 

 

 

 

302,729

Matt Derella

 

14,000

 

289,229

 

 

 

 

303,229

Jeffrey Gary

 

15,000

 

289,229

 

 

 

 

304,229

Lisa Gersh

 

13,500

 

289,229

 

 

 

 

302,729

Annette Nazareth

 

13,500

 

289,229

 

 

 

 

302,729

Michael Paull

 

12,500

 

289,229

 

 

 

 

301,729

Chris Sugden

 

15,500

 

289,229

 

 

 

 

304,729

____________

(1)      Fees disclosed in this column represent the first quarterly payment made to each of the members of the Board of Directors in accordance with the terms of the Outside Director Compensation Program described below.

(2)      Reflects the grant date value of the restricted stock units granted in accordance with the terms of the Outside Director Compensation Program during the applicable year as calculated in accordance with ASC Topic 718. Assumptions made in the course of this valuation are set forth in Note 13 to our financial statements incorporated by reference to the Company’s Annual Report on Form 10-K filed with the SEC on March 17, 2022. This grant represents the initial grant of restricted stock units pursuant to the Outside Director Compensation Program, with 1/6 of the grant vesting on March 22, 2022 and the remainder vesting in equal quarterly instalments until the award is fully vested on the third anniversary of the date of grant.

(3)      Mr. DePetris was previously granted an award of (i) 237,355 options (all of which are vested) on September 1, 2017 that have an exercise price of $0.22 per share and (ii) 1,230,584 options (461,469 of which are vested) on September 1, 2020 that have an exercise price of $0.59 per share. Mr. Chrystal was previously granted an award of (i) 142,420 options (all of which are vested) on September 1, 2017 that have an exercise price of $0.22 per share and (ii) 410,195 options (128,186 of which are vested) on September 1, 2020 that have an exercise price of $0.59 per share.

In November 2021, MoneyLion adopted the Outside Director Compensation Program that provides non-employee directors with the following annual cash retainers for service on the Board of Directors and its standing committees:

•        A $40,000 annual cash retainer for service as a member of the Board of Directors;

•        an additional $35,000 annual cash retainer for serving as the non-executive chair of the Board of Directors;

•        the following additional cash retainers for service on the standing committees of the Board of Directors:

•        Risk & Compliance Committee — $10,000 (or $20,000 as chair)

•        Audit Committee — $10,000 (or $20,000 as chair)

•        Compensation Committee — $6,000 (or $12,000 as chair)

•        Nominating & Corporate Governance Committee — $4,000 (or $8,000 as chair)

In addition to the cash compensation, the Outside Director Compensation Program provides that our non-employee directors will be granted an initial equity award of restricted stock units upon joining the board with a value of $300,000 based on a thirty (30) day volume weighted average price and an annual equity award of restricted stock units with a value of $150,000 based on a thirty (30) day volume weighted average price for each year thereafter (beginning in 2022). The initial equity award vests in equal quarterly instalments until it is fully vested on the third anniversary of the director’s appointment date and the annual equity award will vest quarterly such that it is fully-vested on the first anniversary of the grant date, in each case subject to continued service through such date. The Outside Director Compensation Program also provides for the accelerated vesting of any unvested restricted stock units upon a Change in Control (as defined in the Omnibus Incentive Plan), subject to continued employment through the date of consummation of the Change in Control.

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Beneficial Ownership of Securities

The following table sets forth information relating to the beneficial ownership of shares of Class A Common Stock and Preferred Stock by:

•        each person, or group of affiliated persons, known by us to beneficially own more than 5% of our outstanding shares of Class A Common Stock or Preferred Stock;

•        each of our directors, nominees and named executive officers; and

•        all directors and executive officers as a group.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including RSUs, options and warrants that are currently exercisable or exercisable within 60 days.

The beneficial ownership of Class A Common Stock is based on 235,645,256 shares of Class A Common Stock and 28,693,931 shares of Preferred Stock outstanding as of April 22, 2022.

Unless otherwise indicated, MoneyLion believes that each person named in the table below has sole voting and investment power with respect to all shares of Class A Common Stock or Preferred Stock beneficially owned by them.

 

Class A Common Stock

 

Preferred Stock

   

Number of
Shares

 

% of
Total Voting Power

 

Number of
Shares

 

% of
Total Voting Power

Directors and Executive Officers of MoneyLion

       

 

       

 

Diwakar (Dee) Choubey(1)(2)

 

21,947,807

 

9.3

%

 

 

 

Richard (Rick) Correia(1)(3)

 

5,297,815

 

2.2

%

 

 

 

Mark Torossian(1)

 

 

*

 

 

 

 

Timmie (Tim) Hong(1)(4)

 

2,913,464

 

1.2

%

 

 

 

Chee Mun Foong(1)(5)

 

3,134,531

 

1.3

%

 

 

 

Adam VanWagner(1)(6)

 

146,597

 

*

 

 

 

 

Ambassador (Ret) Dwight L. Bush(1)

 

7,976

 

*

 

 

 

 

John Chrystal(1)(7)

 

579,856

 

*

 

 

 

 

Gregory DePetris(1)(8)

 

821,211

 

*

 

 

 

 

Matt Derella(1)

 

131,219

 

*

 

 

 

 

Jeffrey Gary(1)

 

82,976

 

*

 

 

 

 

Lisa Gersh(1)

 

7,976

 

*

 

 

 

 

Annette Nazareth(1)

 

7,976

 

*

 

 

 

 

Michael Paull(1)

 

7,976

 

*

 

 

 

 

Chris Sugden(1)

 

7,976

 

*

 

 

 

 

All Directors and Executive Officers of MoneyLion as a Group (fifteen individuals)

 

35,095,356

 

14.9

%

 

 

 

Five Percent Holders:

       

 

       

 

Rohit D’Souza(9)

 

24,587,275

 

10.4

%

 

 

 

Fintech Collective(10)

 

18,735,926

 

8.0

%

 

 

 

Edison Partners(11)

 

32,625,157

 

13.8

%

 

 

 

StepStone(12)

 

23,371,457

 

9.9

%

 

 

 

American Express Travel Related Services Company, Inc.(13)

 

 

 

 

1,618,229

 

5.6

%

Canaan X L.P.(14)

 

 

 

 

2,911,083

 

10.1

%

Citi Ventures Inc.(15)

 

 

 

 

1,620,102

 

5.6

%

F-Prime Capital Partners Tech Fund LP(16)

 

 

 

 

3,424,219

 

11.9

%

GreatPoint Ventures Innovation Fund II, L.P.(17)

 

 

 

 

5,792,756

 

20.2

%

MassMutual Ventures US II LLC(18)

 

 

 

 

1,620,103

 

5.6

%

____________

*        Less than one percent.

(1)      The business address of each of these stockholders is c/o MoneyLion Inc., 30 West 21st Street, 9th Floor, New York, NY 10010.

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(2)      Includes (i) 13,709,571 shares of Class A Common Stock held directly by Mr. Choubey, (ii) 4,495,977 shares of Class A Common Stock which Mr. Choubey has the right to acquire through the exercise of vested options and vested RSUs, which represent a contingent right to receive one share of Class A Common Stock, granted pursuant to the Omnibus Incentive Plan, (iii) 378,661 shares of Class A Common Stock held by Mr. Choubey’s spouse and (iv) 3,363,598 shares of Class A Common Stock held in trusts, the beneficiaries of which are members of Mr. Choubey’s family. Mr. Choubey disclaims beneficial ownership of all shares of Class A Common Stock held of record by such trusts.

(3)      Represents 5,297,815 shares of Class A Common Stock which Mr. Correia has the right to acquire through the exercise of vested options and vested RSUs, which represent a contingent right to receive one share of Class A Common Stock, granted pursuant to the Omnibus Incentive Plan.

(4)      Represents 2,913,464 shares of Class A Common Stock which Mr. Hong has the right to acquire through the exercise of vested options and vested RSUs, which represent a contingent right to receive one share of Class A Common Stock, granted pursuant to the Omnibus Incentive Plan.

(5)      Includes (i) 1,968,935 shares of Class A Common Stock held directly by Mr. Foong and (ii) 1,165,596 shares of Class A Common Stock which Mr. Foong has the right to acquire through the exercise of vested options and vested RSUs, which represent a contingent right to receive one share of Class A Common Stock, granted pursuant to the Omnibus Incentive Plan.

(6)      Represents 146,597 shares of Class A Common Stock which Mr. VanWagner has the right to acquire through the exercise of vested options and vested RSUs, which represent a contingent right to receive one share of Class A Common Stock, granted pursuant to the Omnibus Incentive Plan.

(7)      Includes (i) 257,976 shares of Class A Common Stock held directly by Mr. Chrystal and (ii) 321,880 shares of Class A Common Stock which Mr. Chrystal has the right to acquire through the exercise of vested options and vested RSUs, which represent a contingent right to receive one share of Class A Common Stock, granted pursuant to the Omnibus Incentive Plan.

(8)      Includes (i) 45,476 shares of Class A Common Stock held directly by Mr. DePetris and (ii) 775,735 shares of Class A Common Stock which Mr. DePetris has the right to acquire through the exercise of vested options and vested RSUs, which represent a contingent right to receive one share of Class A Common Stock, granted pursuant to the Omnibus Incentive Plan.

(9)      Based on the Schedule 13G filed on October 4, 2021, includes 21,300,039 shares of Class A Common Stock indirectly beneficially owned through RDS MoneyLion Holdings I, LLC, 1,582,433 shares of Class A Common Stock indirectly beneficially owned through Bear Creek Ventures, LLC and 1,704,803 shares of Class A Common Stock indirectly beneficially owned through Telluride Capital Ventures, LLC. The business address of Mr. D’Souza is 425 Park Ave S, New York, NY 10016.

(10)    Based on the Schedule 13G filed on October 4, 2021, FinTech Collective, LLC (“Fintech Collective”) holds shares of Class A Common Stock through FinTech Collective II-AV LLC, FinTech Collective SL1 LLC, FinTech Collective SL2 LLC, FinTech Collective SL3 LLC, FinTech Collective SL4 LLC, and FinTech Collective W2 LLC. FinTech Collective, LLC is the sole manager of FinTech Collective Management LLC, which in turn manages the above-mentioned shareholders of MoneyLion. The business address is 200 Park Avenue South, Suite 1611, New York, NY 10003.

(11)    Based on the Schedule 13D filed on February 11, 2022, Edison Partners VIII, L.P. (“Edison Partners”), a Delaware limited partnership, is a registered holder of shares of Class A Common Stock. Edison VIII GP LLC, a Delaware limited liability company, is the general partner of Edison Partners VIII, L.P. Christopher S. Sugden, a member of the Board of Directors, is the Managing Member of the general partner. The business address of Edison Partners and its general partner is: Edison Partners, 281 Witherspoon Street, Suite 300, Princeton, NJ 08540.

(12)    Based on the Schedule 13G filed on October 4, 2021, StepStone Group LP (“StepStone”) is the investment manager of several direct stockholders of MoneyLion, including AU Special Investments II, L.P., Greenspring Global Partners VIII-A, L.P., Greenspring Global Partners VIII-C, L.P., Greenspring Opportunities IV, L.P., and Greenspring SK Special, L.P. (collectively, the “Greenspring Funds”). StepStone has voting and dispositive power over the shares of Class A Common Stock held by the Greenspring Funds pursuant to each Greenspring Fund’s limited partnership agreement and certain investment management agreements to which Greenspring and such Greenspring Funds are parties. The business address of StepStone is 4225 Executive Square, Suite 1600, La Jolla, CA 90237. The business address of each of the Greenspring Funds is 100 Painters Mill Road, Suite 700, Owings Mills, MD 21117.

(13)    The address of American Express Travel Related Services Company, Inc. is 200 Vesey St, New York, NY 10285-1000.

(14)    Canaan Partners X LLC is the general partner of Canaan X L.P. and may be deemed to have sole investment and voting power over the shares held by Canaan X L.P. The managing members of Canaan X L.P. are Brenton K. Ahrens, Stephen M. Bloch, Wende S. Hutton, Maha S. Ibrahim, Deepak Kamra, Nina Kjellson, Guy M. Russo, Timothy M. Shannon and Hrach Simonian. No one managing member of Canaan Partners X LLC has sole voting or investment power over the shares held by Canaan X L.P. Investment and voting decisions with respect to the shares held by Canaan X L.P. are made by the managers of Canaan Partners X LLC, collectively.

(15)    The address of Citi Ventures Inc. is 388 Greenwich St Attn: Louis Valdich, New York, NY 10013-2362.

(16)    Impressa Holdings LLC is the general partner of F-Prime Capital Partners Tech Fund LP and Impresa Management LLC is the managing partner of F-Prime Capital Partners Tech Fund LP. Lane MacDonald is the president of Impresa Management LLC and may be deemed to have sole voting or investment power over the shares held by F-Prime Capital Partners Tech Fund LP. The address of F-Prime Capital Partners Tech Fund LP is One Main Street, Cambridge, MA 02142.

(17)    The address of GreatPoint Ventures Innovation Fund II, L.P. is 400 N Michigan Ave Ste S1700, Chicago, IL 60611-4104.

(18)    The address of MassMutual Ventures US II LLC is 470 Atlantic Ave, Boston, MA 02210-2208.

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Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires the Company’s directors and executive officers, and persons who own more than 10% of a registered class of the Company’s equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Such officers, directors and greater than 10% stockholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file.

To the Company’s knowledge, based solely on a review of the copies of such reports furnished to the Company and written representations that no other reports were required, all Section 16(a) filing requirements applicable to our officers, directors and greater than 10% beneficial owners were complied with during the year ended December 31, 2021 except for (a) one Form 4 that was filed late for each of Mr. Chrystal, Mr. Bush, Mr. DePetris, Mr. Derella, Mr. Gary, Ms. Gersh, Ms. Nazareth, Mr. Paull and Mr. Sugden to report a grant of RSUs by the Company and (b) one Form 4 that was filed late for Mr. Choubey to report the acquisition of Class A Common Stock by Mr. Choubey’s spouse, in each case as a result of inadvertent administrative error.

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Proposal No. 2

Ratification of Selection of Independent Registered Public Accounting Firm

The Audit Committee of our Board of Directors has engaged RSM US LLP (“RSM”) as our independent registered public accounting firm for the fiscal year ending December 31, 2022 and is seeking ratification of such selection by our stockholders at the Annual Meeting. A representative of RSM is expected to be present at the Annual Meeting and will have an opportunity to make a statement and will be available to respond to questions.

Neither our Bylaws nor other governing documents or applicable law require stockholder ratification of the selection of RSM as our independent registered public accounting firm. However, the Audit Committee is submitting the selection of RSM to our stockholders for ratification as a matter of good corporate practice. If our stockholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain RSM. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if they determine that such a change would be in the best interests of the Company and our stockholders.

Change in Auditor

On September 22, 2021, the Board of Directors approved the engagement of RSM as the Company’s independent registered public accounting firm following the Business Combination. RSM served as the independent registered public accounting firm of Legacy MoneyLion prior to the Business Combination. Accordingly, WithumSmith+Brown, PC (“Withum”), the independent registered public accounting firm of Fusion, MoneyLion’s legal predecessor, was informed on September 22, 2021 that it had been dismissed as MoneyLion’s independent registered public accounting firm.

Withum’s report on the balance sheets of Fusion, as of December 31, 2020, and the related statements of operations, changes in temporary equity and permanent equity and cash flows for the period ended from March 6, 2020 (inception) through December 31, 2020 did not contain an adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainties, audit scope or accounting principles.

During the period from March 6, 2020 through December 31, 2020, and the subsequent interim period through September 22, 2021, there were no: (i) disagreements with Withum on any matter of accounting principles or practices, financial statement disclosures or audited scope or procedures, which disagreements if not resolved to Withum’s satisfaction would have caused Withum to make reference to the subject matter of the disagreement in connection with its report or (ii) reportable events, as defined in Item 304(a)(1)(v) of Regulation S-K other than the material weakness in internal controls identified by management related to the accounting for warrants issued in connection with Fusion’s initial public offering, which resulted in the restatement of Fusion’s financial statements as set forth in Fusion’s Form 10-K/A for the year in the period ended December 31, 2020, as filed with the SEC on May 6, 2021.

The Company previously provided Withum with a copy of the disclosures regarding their dismissal set forth in Item 4.01 in the Company’s Current Report on Form 8-K filed with the SEC on September 28, 2021. Withum provided a letter addressed to the SEC stating that they agreed with such statements concerning their dismissal, which letter was filed as Exhibit 16.1 to such Form 8-K.

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Audit Fee Disclosure

The following table provides information regarding the fees incurred to RSM and Withum during the fiscal year ended December 31, 2021 and during the fiscal year ended December 31, 2020:

 

Fiscal Year Ended
December 31,

   

2020

 

2021

Audit Fees(1)

 

$

967,205

 

$

1,935,437

Tax Fees(2)

 

 

 

 

348,960

Audit-Related Fees(3)

 

 

129,450

 

 

161,690

All Other Fees(4)

 

 

 

 

Total Fees

 

$

1,096,655

 

$

2,446,087

____________

(1)      Consist of fees billed for professional services rendered for the audit of the Company’s year-end consolidated financial statements and the review of the Company’s interim condensed consolidated financial statements included in the Company’s quarterly reports and for services that are normally provided by the independent registered public accounting firm in connection with regulatory filings, including review of registration statements, proxy statements, comfort letters and consents related to, among other things, the Business Combination and Fusion’s initial public offering.

(2)      Consist of fees for professional services performed with respect to tax compliance, tax advice and tax planning.

(3)      Consist of fees for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported under “Audit Fees.”

(4)      No other services were provided during the periods presented.

Pre-Approval Policies and Procedures

The Audit Committee is responsible for appointing, setting compensation and overseeing the work of the independent auditors. In recognition of this responsibility, the Audit Committee reviews and, in its sole discretion, pre-approves all audit and permitted non-audit services to be provided by the independent auditors as provided under the Audit Committee Charter. The Audit Committee may delegate its authority to pre-approve services to the Chair of the Audit Committee, provided that such designees present any such approvals to the full Audit Committee at the next Audit Committee meeting.

Since the formation of the Audit Committee upon the consummation of the Business Combination on September 22, 2021, and on a going-forward basis, the Audit Committee has approved and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof, as described above.

Vote Required for Ratification

The ratification of RSM US LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022 requires the affirmative vote of a majority of the votes cast by our stockholders present in person (which would include presence at the virtual Annual Meeting) or represented by proxy at the Annual Meeting and entitled to vote thereon. Abstentions will have no effect on the outcome of the proposal. There will be no broker non-votes associated with this proposal, as the ratification of our independent registered public accounting firm is a routine matter. As a result, if your shares are held in “street name” and you do not give your bank or broker instructions on how to vote, your shares will be voted by the broker in its discretion.

Recommendation of the Board of Directors

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE RATIFICATION
OF RSM US LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING DECEMBER
31, 2022.

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Report of the Audit Committee of the Board of Directors

The material in this report is not “soliciting material,” is not deemed “filed” with the SEC, and is not to be incorporated by reference into any filing of MoneyLion under the Securities Act or the Exchange Act.

The primary purpose of the Audit Committee is to oversee our financial reporting processes on behalf of our Board of Directors. The Audit Committee’s functions are more fully described in its Charter. Management has the primary responsibility for our financial statements and reporting processes, including our systems of internal controls. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed with management MoneyLion’s audited financial statements as of and for the year ended December 31, 2021.

The Audit Committee discussed with RSM, the Company’s independent registered public accounting firm, the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) and the SEC. In addition, the Audit Committee received from RSM the written disclosures and the letter required by the applicable requirements of the PCAOB regarding RSM’s communications with the Audit Committee concerning independence, and discussed with RSM their independence. Finally, the Audit Committee discussed with RSM, with and without management present, the scope and results of RSM’s audit of MoneyLion’s audited financial statements as of and for the year ended December 31, 2021.

Based on these reviews and discussions, the Audit Committee recommended to our Board of Directors that such audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 for filing with the SEC. The Audit Committee also engaged RSM as our independent registered public accounting firm for the year ending December 31, 2022 and is seeking ratification of such selection by the stockholders.

Audit Committee

Jeffrey Gary, Chair

Dwight L. Bush

John Chrystal

Matt Derella

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Proposal No. 3

APPROVAL OF THE AMENDED AND RESTATED OMNIBUS INCENTIVE PLAN

The MoneyLion Inc. Omnibus Incentive Plan was adopted and approved in connection with the consummation of the Business Combination and initially authorized the Company to deliver (a) up to 17,712,158 shares of Class A Common Stock pursuant to awards issued under the Omnibus Incentive Plan, (b) up to 38,985,776 shares of Class A Common Stock subject to prior awards outstanding issued pursuant to Legacy MoneyLion’s 2014 Equity Incentive Plan and (c) as of each of January 1, 2022 and January 1, 2023, an additional number of shares of Class A Common Stock equal to up to 2% of the total number of outstanding shares of Class A Common Stock on December 31 of the immediately preceding fiscal year.

On April 28, 2022, the Compensation Committee recommended the approval and adoption of, and the Board of Directors approved and adopted, effective upon and subject to the approval by the Company’s stockholders, the Amended and Restated Omnibus Incentive Plan in order to:

(a)     increase the number of authorized shares of Class A Common Stock available for issuance under the Amended and Restated Omnibus Incentive Plan by 12,100,000 for a total of 79,297,049 shares of Class A Common Stock; and

(b)    amend the “evergreen” provision to (i) increase the number of shares of Class A Common Stock by which the total number of shares of Class A Common Stock authorized for issuance under the Amended and Restated Omnibus Incentive Plan will be increased annually from 2% of the total number of shares of Class A Common Stock outstanding to 5% of the total number of shares of all classes of the Company’s voting stock outstanding on December 31 of each year ending during the term of the Amended and Restated Omnibus Incentive Plan and (ii) extend the evergreen provision for the duration of the term of the Amended and Restated Omnibus Incentive Plan.

The proposed total number of shares of Class A Common Stock to be authorized under the Amended and Restated Omnibus Incentive Plan is 79,297,049 shares, which includes 65,235,347 shares issuable in connection with outstanding prior awards (including (i) 38,985,776 stock options granted under Legacy MoneyLion’s 2014 Equity Incentive Plan and (ii) 5,889,466 “Substitute Awards” (as defined in the Omnibus Incentive Plan) granted in connection with the Company’s acquisition of Even Financial Inc.). The proposed total number of shares of Class A Common Stock to be authorized under the Amended and Restated Omnibus Incentive Plan represents approximately 30.0% of the shares of the Company’s voting stock outstanding as of the Record Date and approximately 24.1% of the Company’s capitalization (which represents the Company’s outstanding capital stock, stock options and RSUs) as of the Record Date. Other than the increase in the number of authorized shares of Class A Common Stock issuable under the Amended and Restated Omnibus Incentive Plan and the amendment to the evergreen provision described above, there are no other material changes to the Omnibus Incentive Plan proposed for approval by stockholders. If the Amended and Restated Omnibus Incentive Plan is approved by stockholders at the Annual Meeting, it will immediately become effective as of the date of the Annual Meeting. If stockholders do not approve the Amended and Restated Omnibus Incentive Plan, the Omnibus Incentive Plan will continue as currently in effect.

Any employee, director or consultant of the Company will be eligible to receive an award under the Amended and Restated Omnibus Incentive Plan, to the extent that an offer of such award is permitted by applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations. The Amended and Restated Omnibus Incentive Plan will provide for the grant of stock options (including incentive stock options and non-qualified stock options), stock appreciation rights, restricted stock, restricted stock units, performance-based awards, other cash-based awards and other stock-based awards, or any combination thereof. The Amended and Restated Omnibus Incentive Plan is intended to help the Company and its affiliates (a) attract and retain key personnel by providing them the opportunity to acquire an equity interest in the Company and by providing compensation opportunities that are competitive with other companies, (b) provide incentives to those individuals who contribute significantly to the long-term performance and growth of the Company and its subsidiaries and (c) align the long-term financial interests of key personnel with those of the Company’s stockholders. The terms of the Company’s equity and other annual and long-term incentive compensation awards and employee policies are designed to protect shareholder interests and encourage employees to focus on the long-term success of the Company.

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The Company believes that increasing the number of shares of Class A Common Stock issuable under the Amended and Restated Omnibus Incentive Plan and amending the evergreen provision is in the best interests of the Company’s stockholders and is necessary in order to allow the Company to effectively use the Amended and Restated Omnibus Incentive Plan to attract, motivate, retain and reward talented individuals to provide services to the Company and its affiliates. The Company also believes the proposed changes are consistent with current market practices based on the Company’s current capitalization. In considering the proposed terms of the Amended and Restated Omnibus Incentive Plan, the Board of Directors and Compensation Committee carefully considered various factors, including market standards for companies with similar recruiting and retention needs, the grant of equity awards in connection with recently consummated business combination transactions that resulted in almost doubling the number of employees who will be eligible for grants under the Amended and Restated Omnibus Incentive Plan and future grants that may be issuable pursuant to the agreements governing such transactions, the potential for future grants in connection with future mergers and acquisitions (as well as compensating the additional employees who will join the Company as a result of such transactions), potential dilution of the Company’s shareholders, historical equity compensation practices and the potential burn rate of shares of Class A Common Stock currently authorized under the Omnibus Incentive Plan, as well as the advice of the Compensation Committee’s independent compensation consultant.

As of the Record Date, the Company had 235,645,256 shares of Class A Common Stock outstanding, there were 65,235,347 shares of Class A Common Stock reserved for potential issuance pursuant to outstanding equity awards, and 1,961,702 shares of Class A Common Stock remained available for future issuance under the Omnibus Incentive Plan. Based on the projected share needs to execute the Company’s long-term incentive program moving forward, the proposed increase of authorized shares of Class A Common Stock issuable under the Amended and Restated Omnibus Incentive Plan is anticipated to provide enough shares of Class A Common Stock issuable under the Amended and Restated Omnibus Incentive Plan for the duration of the Amended and Restated Omnibus Incentive Plan.

The Amended and Restated Omnibus Incentive Plan includes certain compensation and governance best practices, with some of the key features as follows:

•        Prohibition on Repricing.    The Amended and Restated Omnibus Incentive Plan expressly prohibits the “repricing” of stock options or SARs without stockholder approval.

•        Limit on Non-Employee Director Compensation.    The Amended and Restated Omnibus Incentive Plan contains an annual limit on total compensation paid and granted to each non-employee director.

•        Stock Options and SARs Granted at No Less than Fair Market Value.    The exercise price for stock options and SARs granted under the Amended and Restated Omnibus Incentive Plan must equal or exceed the underlying Class A Common Stock’s fair market value as of the grant date, subject to a limited exception for awards that are assumed or substituted in corporate transactions.

•        No “liberal” Change in Control Definition.    The change in control definition under the Amended and Restated Omnibus Incentive Plan is only triggered in those instances where an actual change in control occurs, such as a 50% or greater change in beneficial ownership (see “— Change in Control” below).

•        Transfer Restrictions.    The Amended and Restated Omnibus Incentive Plan contains robust restrictions on the transfer of awards granted under the Amended and Restated Omnibus Incentive Plan.