Charles D. Jehl
About Charles D. Jehl
Class III director at Open Lending (LPRO); age 56; appointed to the board in September 2024 (current term expires at the 2026 annual meeting). Former CEO (Sep 2024–Mar 2025), COO (Mar–Sep 2024), CFO (Aug 2020–Sep 2024); serves as Interim CFO during a transition period in 2025. Previously Forestar Group Inc. CFO & Treasurer (2015–2019), Chief Accounting Officer (2005–2013) and Guaranty Insurance Services COO/CFO (2000–2005). B.A. in Accounting, Concordia University at Austin.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Open Lending (LPRO) | Interim CFO | Sep 2024–at least Apr 10, 2025 (during transition) | Executive officer; finance oversight |
| Open Lending (LPRO) | Chief Executive Officer | Sep 11, 2024–Mar 31, 2025 | Led company during leadership transition |
| Open Lending (LPRO) | Chief Operating Officer | Mar 22, 2024–Sep 2024 | Operations leadership |
| Open Lending (LPRO) | Chief Financial Officer | Aug 2020–Sep 2024 | Led finance; capital allocation |
| Forestar Group Inc. | CFO & Treasurer | 2015–2019 | Public company finance leadership |
| Forestar Group Inc. | Chief Accounting Officer | 2005–2013 | Accounting and reporting |
| Guaranty Insurance Services Inc. | COO & CFO | 2000–2005 | Operations/finance for insurance broker |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | The proxy does not disclose other public company directorships for Mr. Jehl. |
Board Governance
- Independence: Not classified as independent (independent directors listed are Clammer, Feldstein, Greenberg, Hegge, Rao, Yoon). Chair/CEO roles combined; no lead independent director. Implication: Mr. Jehl serves as a management (non‑independent) director.
- Committee assignments: None in 2024 (not listed on Audit, Compensation, or Nominating & Governance).
- Board/Committee meetings and attendance: Board met 6 times in 2024; Audit 4; Compensation 4; Nominating & Governance 6. Each director attended at least 75% of applicable meetings.
- Skills matrix (selected): Finance/Accounting, Executive Leadership, Strategic Planning, Risk Management, Corporate Governance, SaaS/Technology; not designated as an “Audit Committee Financial Expert.”
- Investor influence: For so long as Nebula has a nomination right, the Compensation and Nominating & Governance committees must include a Nebula nominee. Indicates contractual investor influence over committee composition.
Committee Membership Table (2024)
| Name | Audit | Compensation | Nominating & Governance |
|---|---|---|---|
| Eric A. Feldstein | Chair | ||
| Thomas K. Hegge | Member | ||
| Shubhi Rao | Member | ||
| Blair J. Greenberg | Chair | ||
| Adam H. Clammer | Member | Member | |
| Gene Yoon | Chair | ||
| Charles D. Jehl | — | — | — |
Fixed Compensation
| Component | 2024 Value | Notes |
|---|---|---|
| Base Salary | $500,000 | Increased Mar 22, 2024 upon Interim CEO/COO appointment. |
| Director Fees/Equity | — | No director compensation reported for Mr. Jehl in 2024. |
| One‑time Cash Transition Bonus | $500,000 | Granted Mar 2024; repayment obligation lapsed Mar 22, 2025. |
Director compensation policy (context): Outside directors receive $50,000 annual cash retainer; committee chair/member retainers ($20k Audit Chair; $15k Comp Chair; $10k N&G Chair; $10k/$7.5k/$5k members); annual RSU ~$150,000; Chair receives additional $100,000 RSU; Investor Directors and CEO are ineligible.
Performance Compensation
| Element | Target/Design | 2024 Outcome |
|---|---|---|
| Annual Bonus Target | 100% of base salary | Paid $224,500 for 2024 (non‑equity incentive). |
| Annual LTI Target | $2.0m (2024); $2.5m target for 2025+ (40% time RSUs / 60% PSUs) | Granted time‑based and performance‑based RSUs in 2024. |
| Special Equity Grant | $2,000,000 RSU (Mar 22, 2024) | Accelerates upon termination without cause/good reason, death or disability. |
Performance metrics (PSUs) and vesting results:
| Metric | Weight | Threshold (50% payout) | Target (100%) | Actual 2024 | Payout |
|---|---|---|---|---|---|
| Revenue ($mm) | 50% | $689.0 | $918.7 | $321.1 | 0% |
| Cash EBITDA ($mm) | 50% | $438.8 | $585.1 | $242.0 | 0% |
No performance‑based RSUs vested for Mr. Jehl based on 2024 performance.
Clawback: Company adopted a Nasdaq‑compliant clawback policy to recoup erroneously awarded incentive compensation following certain accounting restatements (3‑year lookback).
Director & Executive Compensation (Disclosure Snapshot)
| Year | Salary | Bonus | Stock Awards | Non‑Equity Incentive | All Other | Total |
|---|---|---|---|---|---|---|
| 2024 | $556,075 | $500,000 | $3,780,756 | $224,500 | $10,350 | $5,071,681 |
| 2023 | $510,878 | $0 | $1,233,013 | $255,600 | $9,900 | $2,009,391 |
| 2022 | $454,661 | $0 | $3,749,964 | $0 | $9,150 | $4,213,775 |
Say‑on‑Pay: 2024 advisory approval approximately 89.9%, indicating shareholder support for pay design.
Employment & Contracts (Severance/Change‑in‑Control)
| Scenario (as of Dec 31, 2024) | Cash Severance | Pro‑rata Bonus | Time‑based RSU Acceleration | Performance RSU Acceleration | Benefits | Total |
|---|---|---|---|---|---|---|
| Death/Disability | $0 | $224,500 | $1,672,269 | $0 | $0 | $1,896,769 |
| Not for Cause/Good Reason (outside CIC) | $1,000,000 | $224,500 | $1,672,269 | $0 | $34,004 | $2,930,773 |
| CIC + Qualifying Termination | $1,224,500 | $224,500 | $4,179,759 | $1,698,769 | $34,004 | $7,361,532 |
Key terms: Upon CIC termination, lump sum equal to 2x (base + bonus); medical continuation up to 18 months; time‑based RSUs accelerate; PSUs convert to time‑based at target or actual if higher; excise tax cutback applies.
Transition Services: On Mar 31, 2025, Mr. Jehl transitioned out of CEO; agreed to serve as Interim CFO for up to 90 days, remain as non‑employee director thereafter; eligible for severance under his agreement; accelerated vesting of 210,084 RSUs (Mar 22, 2024 grant) and 109,809 time‑based RSUs that would have vested by Oct 31, 2025; up to $10,000 legal fee reimbursement.
Other Directorships & Interlocks
- Investor relationships: Directors associated with Bregal Sagemount and Nebula represent significant holders; an Investor Rights Agreement pertains to governance; certain committee seats reserved for Nebula nominee while rights persist.
- No other public company boards disclosed for Mr. Jehl.
Expertise & Qualifications
- Finance/Accounting, Executive Leadership, Strategic Planning, Risk Management, Corporate Governance, SaaS/Technology, Insurance, Consumer Finance/Lending. Not designated as an “Audit Committee Financial Expert.”
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | As of |
|---|---|---|---|
| Charles D. Jehl | 389,903 | <1% | March 27, 2025 |
Outstanding equity awards (as of Dec 31, 2024):
| Grant Date | Type | Units Unvested | Market Value (at $5.97) |
|---|---|---|---|
| 05/06/2021 | Time‑based RSU | 37,500 | $223,875 |
| 04/12/2022 | Performance RSU (rev/cash EBITDA) | 27,932 (at target; none vested) | $166,754 |
| 04/12/2022 | Time‑based RSU | 9,311 | $55,587 |
| 10/19/2022 | Time‑based RSU | 219,619 | $1,331,125 |
| 03/15/2023 | Time‑based RSU | 44,643 | $266,519 |
| 07/17/2023 | Performance RSU (relative TSR) | 56,285 (at target) | $336,021 |
| 03/22/2024 | Special time‑based RSU | 280,112 | $1,672,269 |
| 04/05/2024 | Time‑based RSU | 105,592 | $630,384 |
| 04/05/2024 | Performance RSU (relative TSR) | 200,334 (at target) | $1,195,994 |
Hedging/Pledging: Company policy prohibits insider short sales and derivative/hedging transactions; pledging or derivative transactions require Audit Committee approval. No pledging by Mr. Jehl is disclosed.
Insider Trades (Form 4 – most recent)
| Transaction Date | Type | Shares | Price | Post‑Txn Ownership | Source |
|---|---|---|---|---|---|
| 2025‑06‑29 | M (exempt)/A (acquisition from vesting) | 210,084 | $0.00 | 672,794 | https://www.sec.gov/Archives/edgar/data/1806201/000180620125000072/0001806201-25-000072-index.htm |
| 2025‑06‑29 | F (tax withholding, disposition) | 78,701 | $2.04 | 594,093 | https://www.sec.gov/Archives/edgar/data/1806201/000180620125000072/0001806201-25-000072-index.htm |
Note: These filings align with the Transition Services Agreement’s accelerated vesting of certain RSUs. (SEC URLs above)
Related‑Party Transactions & Policies
- Policy: Audit Committee reviews and must pre‑approve related person transactions; standard for arm’s‑length terms; ongoing transactions may be governed by guidelines.
- Insider trading policies: Prohibit short sales and hedging; pledging requires approval.
- Investor relationships: Agreements with Bregal Sagemount and Nebula documented; directors serve as representatives of significant holders.
Governance Assessment
- Independence and roles: Mr. Jehl is a non‑independent director due to concurrent executive status; he held CEO and now Interim CFO roles during 2024–2025 and is not assigned to any board committees. This reduces independent oversight on matters where he has direct management involvement.
- Board structure: CEO and Chair roles combined with no lead independent director; committee composition otherwise independent and includes designated financial experts. Structural risk to perceived independence offset somewhat by independent committee leadership.
- Pay‑for‑performance: 2024 PSUs tied to revenue and Cash EBITDA paid 0% (targets not met), which supports rigor; however, 2024 included a $500k transition bonus and a $2m special RSU grant, driving total comp to $5.1m. Shareholders showed support (89.9% say‑on‑pay).
- Change‑in‑control/severance: CIC multiple is 2x salary+bonus with broad equity acceleration and excise cutback; within market but equity acceleration breadth elevates potential payout sensitivity in a sale.
- Ownership alignment: Beneficial ownership of ~390k shares (<1%). Company prohibits hedging/shorts; no pledging disclosed. Accelerated RSU vesting in 2025 increased holdings; recent tax-withholding sale was mechanical. (SEC URLs above)
- Investor influence: Nebula’s committee seat rights and Investor Director representation (Bregal, Nebula) are noteworthy; independence determinations nonetheless classify those directors as independent. Monitor for potential perceived conflicts in compensation and nomination processes.
RED FLAGS / Watch Items
- Non‑independent director while serving as Interim CFO; absence of lead independent director; combined CEO/Chair structure persists.
- Significant one‑time awards and transition bonus inflated 2024 pay despite zero PSU attainment for operating metrics.
- Contractual investor nomination rights on key committees could influence governance dynamics.
Positive Signals
- Robust clawback policy; independent‑led committees; audit committee financial expertise; strict hedging/pledging restrictions.
- Performance rigor evidenced by 0% vesting of 2024 operating PSUs; say‑on‑pay support at ~89.9%.