Gene Yoon
About Gene Yoon
Gene Yoon (age 50) is a Class I independent director of Open Lending (LPRO), serving since March 2016; his current term expires at the 2027 annual meeting . He is Managing Partner of Bregal Sagemount (since 2012), holds both a BA in economics and an MBA from The Wharton School, and brings investment and financial analysis expertise to the board . The board has affirmatively determined Mr. Yoon meets SEC/Nasdaq independence standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bregal Sagemount | Managing Partner | 2012–present | Growth PE leadership; investment and financial analysis expertise |
| Goldman Sachs (Americas Special Situations Group) | Head of Private Equity | 2007–2012 | Middle market growth equity investing |
| Great Hill Partners | Partner | 2001–2007 | PE focus in media, communications, technology, business services |
| Geocast Network Systems | Director of Corporate Development | 1999–2001 | Corporate development at venture-backed tech infra provider |
| Donaldson, Lufkin & Jenrette | Investment Banking | 1997–1999 | Early career in investment banking |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Bregal Sagemount | Managing Partner | Private | Designee of Bregal Sagemount I, L.P. on LPRO’s board |
| — | — | — | No other public company directorships disclosed in the proxy |
Board Governance
- Committee assignments: Chair, Nominating and Corporate Governance Committee; committee comprised of Adam H. Clammer and Gene Yoon (Chair) .
- Board classification and term: Class I director; term expires 2027 .
- Independence: Determined independent under SEC and Nasdaq standards .
- Attendance: Board met 6 times in 2024; each director attended at least 75% of board and applicable committee meetings; 2024 annual meeting attendance by all 8 directors .
- Board leadership: CEO (Jessica Buss) also serves as Chair; no Lead Independent Director .
- Committee structure and 2024 meetings: Audit (4), Compensation (4), Nominating & Governance (6) .
- Investor representation: For so long as Nebula has a nomination right, both the Compensation and Nominating & Governance committees must include a Nebula nominee; Mr. Yoon is a designee of Bregal Sagemount I, L.P. .
Fixed Compensation (Director)
| Component | Amount/Policy | Yoon Actual (2024) |
|---|---|---|
| Annual cash retainer (Outside Directors) | $50,000 | $0 (Investor Director not eligible) |
| Chairman of the Board additional retainer | $50,000 | N/A |
| Committee chair retainers | Audit $20,000; Comp $15,000; N&G $10,000 | $0 (Investor Director not eligible) |
| Committee member retainers | Audit $10,000; Comp $7,500; N&G $5,000 | $0 (Investor Director not eligible) |
| Expense reimbursement | Reasonable out-of-pocket | Policy applies; not quantified for Yoon |
Notes: LPRO’s Director Compensation Policy excludes “Investor Directors” (designated by Bregal Sagemount I, L.P. and Nebula) from cash retainers and other director compensation; Yoon is an Investor Director. In 2024, his reported director fees and stock awards were “—,” indicating no compensation .
Performance Compensation (Director)
| Equity Element | Policy | Yoon Actual (2024) |
|---|---|---|
| Annual RSU grant (Outside Directors) | ~$150,000 grant-date value; vests at earlier of 1-year anniversary or next Annual Meeting; accelerates on “sale event” | $0 (Investor Director not eligible) |
| Initial RSU for new Outside Directors | $50,000; vests after 1 year | N/A |
Other Directorships & Interlocks
- Compensation Committee interlocks: None (committee members have not served as officers/employees of LPRO in prior three years; no interlocking relationships) .
- Investor designee status: Yoon serves on LPRO’s board on behalf of Bregal Sagemount I, L.P. (an Investor Director) .
Expertise & Qualifications
- Skills from LPRO’s Board Skills Matrix include: Finance/Accounting, Business Development/M&A, Strategic Planning, Risk Management, Corporate Governance, SaaS/Technology, Insurance, Consumer Finance/Lending, Regulatory & Compliance, Banking/Financial Institutions, and Public Company Board Experience .
- Education: BA Economics and MBA, The Wharton School (University of Pennsylvania) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Gene Yoon (through Bregal Sagemount I, L.P.) | 7,564,566 | 6.3% | Bregal Sagemount I, L.P. is the record holder; as Managing Partner of Bregal Investments, Inc. (advisor to Bregal Sagemount I, L.P.), Yoon (and Blair Greenberg) may be deemed to have or share beneficial ownership of these shares . |
- Hedging/pledging: Company policy prohibits pledging on margin, derivatives, and hedging without Audit Committee approval; short sales are prohibited. No individual pledging by Mr. Yoon is disclosed in the proxy .
- Ownership guidelines for directors: Not disclosed in the proxy .
Related Party Exposure and Potential Conflicts
- Investor Rights and committee composition: Investor Rights arrangements result in investor designees on the board and require Nebula representation on two key committees (Compensation; Nominating & Governance), which can concentrate influence among significant shareholders .
- Bregal Sagemount relationship: Yoon and Greenberg serve on the board on behalf of Bregal Sagemount I, L.P., which beneficially owns 6.3% of LPRO; Bregal Investments, Inc. received 40,000 profit interest units in 2019 pursuant to a Class B Unit Incentive Plan agreement .
- Board independence conclusion: Despite investor ties, the board determined Mr. Yoon is independent under SEC/Nasdaq standards after reviewing relevant relationships and related person transactions .
Governance Assessment
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Positives:
- Independent director with strong finance/M&A and governance skillset; chairs Nominating & Governance Committee .
- Significant shareholder alignment via Bregal’s 6.3% stake; Investor Directors receive no LPRO director pay, limiting cash/equity conflicts at the board level .
- Attendance: at least 75% of meetings in 2024; committee met six times under his chairship, suggesting active committee oversight .
-
Watch items / potential red flags:
- Concentrated investor influence: Investor designee status and committee composition requirements (Nebula nominee required on Compensation and Nominating & Governance) can raise minority shareholder representation concerns .
- Board leadership: Combined CEO/Chair and no Lead Independent Director reduces independent counterbalance, heightening the role of committee chairs (including Yoon) in safeguarding governance quality .
- Related party sensitivity: Ongoing relationships with significant shareholders (Bregal Sagemount, Nebula) necessitate vigilance by independent directors and the audit committee under the related-person transaction policy .
-
Policies mitigating risk:
- Robust insider trading and anti-hedging/pledging policies (with Audit Committee oversight) and a formal related person transaction review policy .