Happen (HAPN) executive compensation, 2026 proxy

Scott Sanborn, Chief Executive Officer, was paid $4.8M in 2025, down 46% from $8.9M the year before. The CEO-to-median-employee pay ratio was 30:1, on median employee pay of $162,816.

Filed
April 21, 2026
Annual meeting
June 2, 2026
Pay year
2025
Named executives
5
CEO total pay
$4.8M-46% vs prior year
CEO to median employee
30:1median $162,816
CEO pay in equity
56%$2.7M in awards
Prior say-on-pay support
90%of votes cast
2025 Loan Originations
$9.6BGrew from $7.2B
2025 Net Income
$135.7MIncreased significantly
CEO Base Salary
$575,000Up from $500,000 in 2024

How Sanborn was paid

$4.8M in total for 2025, as reported in the Summary Compensation Table. Equity awards are valued at grant, not at what they turned out to be worth.

Salary12%Bonus11%Stock awards56%Non-equity incentive21%All other compensation0%

Named executive officers

ExecutiveTotal
Scott SanbornChief Executive Officer$4,823,478
Andrew LaBenneChief Financial Officer$2,812,714
Annie ArmstrongFormer Chief Risk Officer$2,068,086
Jordan ChengGeneral Counsel and Corporate Secretary$1,585,482
Steven MatticsChief Lending Officer$3,567,955

What changed and why

  • $8.9MCEO total compensation decreased from $8,914,714 in 2024 to $4,823,478 in 2025.
  • $10BFull-year loan originations grew 33% to nearly $10 billion and net income increased to $135.7 million.
  • Performance-based restricted stock units were diversified to include a 3-year Adjusted Net Income operating metric alongside relative TSR.
  • Long-term equity award dilution was actively managed through reduced target sizes and cash award alternatives.

About this page

Figures are automated and can be wrong; check the filing for the exact numbers. Totals follow SEC rules, which value stock and option awards at grant. Read the DEF 14A proxy statement for footnotes and the compensation committee's full reasoning.