Blair J. Greenberg

About Blair J. Greenberg

Blair J. Greenberg, 43, is a Class II director of Open Lending (LPRO). He has served on the board since March 2016 and is nominated for re‑election at the 2025 annual meeting to serve through 2028; the director roster lists “Director Since 2020” following the company’s corporate transition. He is a Partner at Bregal Sagemount (Bregal Sagemount Management, L.P.) with prior roles at TCV and UBS, holds a BS in Business (Indiana University Kelley School) and an MBA (Northwestern Kellogg), and is designated independent by the board under SEC/Nasdaq rules .

Past Roles

External Roles

Board Governance

• Committee assignments: Chair, Compensation Committee (current). Will join Audit Committee following the 2025 Annual Meeting. Not listed on Nominating & Governance .
• Independence: Board determined Greenberg meets SEC/Nasdaq independence standards .
• Expertise: Board skills matrix identifies him with finance/accounting, risk management, SaaS/tech, insurance, lending and financial institutions experience, and designated “Audit Committee Financial Expert” .
• Attendance: Board held 6 meetings in 2024; each director attended at least 75% of applicable board and committee meetings; all eight directors attended the 2024 annual meeting .
• Board structure: Combined Chair/CEO (Jessica Buss) with no Lead Independent Director—board deems structure appropriate but reviews periodically .
• Class & term: Class II; term expiring at 2025 annual meeting; standing for re‑election to 2028 .
• Committee meetings 2024: Audit 4; Compensation 4; Nominating & Governance 6 .
• Compensation committee interlocks: None during prior three years .

Fixed Compensation

Notes: Investor Directors (affiliated with private equity investors, including Bregal Sagemount designees) receive no cash or equity compensation for board service .

Performance Compensation

• No director performance metrics are used for Greenberg’s compensation because Investor Directors do not receive director compensation or equity .

Other Directorships & Interlocks

Expertise & Qualifications

• Financial and investing background in technology and financial services; prior M&A and capital markets work at UBS; investing roles at TCV and Bregal Sagemount .
• Degrees: BS, Indiana University Kelley School; MBA, Northwestern Kellogg .
• Board skills matrix: finance/accounting, risk management, M&A/strategic planning, SaaS/technology, insurance, consumer finance/lending; designated audit committee financial expert .

Equity Ownership

• Shares pledged/hedged: Not disclosed.
• Director ownership guidelines: Not disclosed for directors in proxy.
• Outstanding RSUs/options for Greenberg as director: None—Investor Directors do not receive RSUs .

Governance Assessment

Key findings

• Role and independence: Greenberg is an independent director under SEC/Nasdaq rules, chairs Compensation, and will add Audit post‑meeting; skills include audit financial expertise—valuable for oversight .
• Alignment: Significant economic alignment via Bregal Sagemount’s 6.3% ownership; however, he receives no director pay/equity, which avoids pay conflicts but concentrates alignment through sponsor stake .
• Potential conflicts and related parties: He is a Partner at Bregal Investments, Inc., advisor to Bregal Sagemount I, L.P., a >5% shareholder and board designee; Open Lending discloses investor rights arrangements and a prior award of 40,000 profit interest units to Bregal Investments in 2019—monitor related‑party exposure and committee objectivity given sponsor affiliation .
• Committee influence: Compensation Committee chaired by an Investor Director, with a requirement that, while Nebula retains nomination rights, Nebula’s nominee sits on Compensation and Nominating committees—this sponsor influence could be a governance risk if not balanced by strong independent oversight .
• Board structure: Combined Chair/CEO with no Lead Independent Director is a governance weakness by many best‑practice standards; the board affirms periodic review .
• Engagement/attendance: Board/committee participation met thresholds; all directors attended the 2024 annual meeting, supporting engagement .
• Shareholder sentiment and controls: 2024 say‑on‑pay approved with ~89.9% support; clawback policy adopted under Nasdaq Rule 5608—positive signals on pay governance and accountability .

Implications for investors

• Alignment vs. independence: Sponsor‑level alignment (6.3% stake) is a positive for long‑term value creation, but chairing Compensation while serving as a sponsor designee increases perceived conflict risk; continued disclosure and use of an independent consultant (Korn Ferry) partially mitigates this .
• Oversight strengthening: His addition to the Audit Committee alongside “audit committee financial expert” designation can enhance financial oversight; watch execution given concurrent Compensation chair role .
• RED FLAGS
  • Combined Chair/CEO; no Lead Independent Director .
  • Investor Directors’ required presence on key committees (sponsor influence) .
  • Compensation Committee chaired by Investor Director (potential conflict perception), notwithstanding independence determination and lack of interlocks .

Appendix: Director Compensation Policy Snapshot (context)

References

• Director biography, committee roles, age, tenure and nomination status .
• Independence, board structure, skills matrix, meetings and attendance, committee compositions and meetings .
• Compensation Committee interlocks (none) and use of Korn Ferry .
• Director compensation policy and 2024 director compensation table .
• Beneficial ownership and Bregal Sagemount/Greenberg attribution .
• Related person transactions and investor rights .
• Say‑on‑pay approval and clawback policy .