Sector: Financials
OPEN LENDING CORP · Meeting: June 3, 2026
Directors FOR
1
Directors AGAINST
1
Say on Pay
AGAINST
Auditor
FOR
Election of Two Class III Director Nominees
Against Analysis
Ms. Buss has served on the board since 2020, meaning her tenure fully overlaps the 3-year period during which LPRO lost 74.3% of its value while the company's own compensation peer group gained a median of 20.8% — a gap of 95.1 percentage points, far exceeding the 20-point trigger threshold for companies with negative absolute returns; the 5-year track record offers no relief, as LPRO's 95.2% decline trails the peer median by 68.0 percentage points, also exceeding the threshold, so the 5-year mitigant does not apply.
For Analysis
Mr. Cavin is a first-time nominee standing for election for the first time and has not yet served on the board, so the TSR underperformance trigger does not apply; he brings relevant financial services and executive leadership experience from his banking career and as CEO of Mountaire Corporation, and his nomination arose from a cooperation agreement with an engaged shareholder (Palogic), which is a constructive governance signal.
Of the two Class III nominees, William Cavin receives a FOR as a newly nominated director exempt from the TSR trigger; Jessica Buss receives an AGAINST because her six-year tenure fully overlaps a severe stock price decline — LPRO lost 74.3% over three years while peers gained a median 20.8%, a 95-percentage-point gap that far exceeds the policy trigger, and the five-year record does not provide a mitigant.
CEO
Jessica Buss
Total Comp
$11,170,573
Prior Support
83.2%%
The most significant concern is that the entire 2025 long-term incentive program — including the CEO's $9.1 million stock option grant — consisted exclusively of time-based awards that vest based solely on continued employment with no performance conditions attached, meaning these awards function as guaranteed pay rather than true incentive compensation; the policy treats grants with no meaningful performance conditions as a No vote trigger because they are effectively fixed pay in disguise. Compounding this, the compensation committee paid above-target annual bonuses (111.6% of target) to executives during a year when the company's stock declined and already trailed its peer group by 95 percentage points over three years, which fails the pay-for-performance alignment check — above-benchmark incentive pay is not justified when shareholders have experienced this level of underperformance relative to peers. Prior year support was strong at 83.2%, so there is no prior-year-support trigger, but the structural problems with the 2025 program — particularly the complete absence of performance-based long-term awards — independently warrant a No vote.
Auditor
Ernst & Young LLP
Tenure
6 yrs
Audit Fees
$2,109,450
Non-Audit Fees
$183,674
Ernst & Young LLP has served as LPRO's auditor since 2020 (approximately 6 years), well below the 25-year tenure threshold that would raise independence concerns; non-audit fees (tax services of $183,674) represent only about 8.7% of audit fees ($2,109,450), comfortably below the 50% threshold; EY is a Big 4 firm appropriate for a public company of any size; no material restatements are disclosed; all policy screens pass cleanly.
1 proposal submitted by shareholders
Proposal 4
Palogic Value Management is a credible engaged shareholder that entered into a formal cooperation agreement with the company — it is not an ideological filer, so the proposal is evaluated on its merits. Declassifying the board so that all directors stand for election every year (rather than serving staggered three-year terms) is a mainstream governance improvement that increases director accountability to shareholders — particularly meaningful here given LPRO's severe multi-year stock underperformance. The board itself has endorsed the proposal, which removes any concern about company opposition, and annual director elections are widely regarded as a best-practice governance structure.
This ballot presents significant governance concerns at Open Lending: the company's stock has declined 74% over three years while its peer group gained a median of 21%, the 2025 long-term incentive program awarded millions in time-based equity with zero performance conditions, and above-target bonuses were paid during a year of continued underperformance — leading to AGAINST votes on both the CEO director election and Say on Pay. The two bright spots are a straightforward auditor ratification (EY, 6-year tenure, minimal non-audit fees) and a declassification proposal endorsed by both the board and an engaged shareholder, which would meaningfully improve director accountability going forward.
16 companies disclosed in 2026 proxy filing
