Jessica Buss
About Jessica Buss
Jessica Buss, 54, is Chief Executive Officer of Open Lending (effective March 31, 2025), Chairman since July 2023, and a director since August 2020; she holds a B.S. in Accounting (University of Wisconsin) and an MBA (University of Florida) . Company performance context into her arrival: 2024 total shareholder return (TSR) implied $43.42 vs $61.89 in 2023, net income was $(135.0) million in 2024 vs $22.1 million in 2023, and adjusted EBITDA was $(42.9) million in 2024 vs $50.2 million in 2023 . As Chairman and CEO without a lead independent director, her combined role concentrates authority, which the board deems effective for now; she is not an independent director .
Company performance context (oldest → newest):
| Metric | 2023 | 2024 |
|---|---|---|
| TSR ($ of $100 initial investment) | $61.89 | $43.42 |
| Net Income ($ thousands) | $22,070 | $(135,010) |
| Adjusted EBITDA ($ thousands) | $50,170 | $(42,937) |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Argo Group International Holdings, Ltd. (subsidiary of Brookfield Wealth Solutions Ltd.) | Chief Executive Officer | Nov 2023 – Mar 2025 | Led U.S. insurer post-acquisition transition under Brookfield |
| Argo Group | President, U.S. Insurance | Aug 2022 – Nov 2023 | Ran U.S. insurance operations pre/post acquisition |
| GuideOne Insurance Company | President & Chief Executive Officer | 2017 – Apr 2022 | Led specialty P&C turnaround; named to Insurance Business’ Elite Women of the Year (2016) |
| State Auto Insurance Companies | SVP—Commercial & Specialty Lines; previously COO/CFO of specialty subsidiary; SVP Specialty | Pre-2017 | Scaled specialty lines; operating and finance leadership |
| Rockhill Holdings | Founding team (capital raise/start-up) | Pre-2009 | Built niche P&C platform acquired by State Auto in 2009 |
| Citizens Property Insurance Corporation | Chief Financial Officer | Not disclosed | Financial leadership at state insurer |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Open Lending Corporation (LPRO) | Chairman, Board of Directors | Jul 2023 – Present | Combined CEO/Chair since Mar 2025; no Lead Independent Director |
| Open Lending Corporation (LPRO) | Director (Class III) | Aug 2020 – Present | Term expiring 2026 |
Fixed Compensation
| Component | Terms |
|---|---|
| Base Salary | $800,000 per year |
| Annual Bonus (STIP) | Target 100% of base; Maximum 150% of base; CIC prorated bonus at greater of target or actual as of change in control |
| Sign-on Bonus | $400,000 cash; repayable if terminated for cause within 12 months; repayment waiver upon certain events (12-month anniversary, termination without cause, death/disability, or change in control) |
2024 Director pay (prior to CEO appointment): as Chair, she received $190,000 cash retainer and $250,000 in RSUs (total $440,000); as CEO, she is no longer eligible for director compensation .
Performance Compensation
Long-Term Incentives (Equity)
| Award type | Size | Vesting | Acceleration |
|---|---|---|---|
| Stock options (time-based) | 4,776,000 options | Equal installments on each of the first five anniversaries of grant, subject to continued service | Accelerate/vest if terminated without cause or for good reason immediately prior to, or on/within 12 months following, a change in control (double-trigger) |
Company equity design signals: Open Lending’s 2024 LTI for NEOs used a mix of time-based and performance-based RSUs; 2024 PSUs cliff-vest based on 3-year relative TSR vs a 20-company peer set with 0–200% payout and a one-year post-vesting hold .
Annual Incentive Plan (2024 structure – benchmark for design)
| Metric | Weight | Threshold (50%) | Target (100%) | Maximum (150%) | Actual Result | Actual Attainment |
|---|---|---|---|---|---|---|
| Revenue excl. change in estimate ($ mm) | 30% | 96.7 | 113.8 | 142.3 | 120.1 | 111.1% |
| Adjusted EBITDA ($ mm) | 20% | 37.0 | 43.5 | 54.4 | (42.8) | 0.0% |
| Cash EBITDA ($ mm) | 20% | 23.9 | 28.1 | 35.1 | 11.9 | 0.0% |
| Capital markets initiative ($ mm) | 15% | 25.0 | 50.0 | 100.0 | 38.5 | 77.0% |
| Banks initiative ($ thousands) | 15% | 100.0 | 200.0 | 400.0 | 0.0 | 0.0% |
| Total payout vs target | 44.9% |
Note: 2022 PSUs paid 0% on cumulative revenue and cash EBITDA goals for 2022–2024 performance period, reflecting underperformance .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of Mar 27, 2025) | 72,564 shares; less than 1% of outstanding |
| Included near-term vesting | Includes 39,093 RSUs vesting within 60 days of Mar 27, 2025 (director grant schedule) |
| Ownership as % of SO | <1% (company had 119,782,899 shares outstanding as of Mar 27, 2025) |
| Pledging/Hedging | Not disclosed in proxy (no pledging noted for Ms. Buss) |
| Executive ownership guidelines | Not disclosed in proxy |
| Potential supply from vesting | Director RSUs vest on earlier of 1-year anniversary or next Annual Meeting; 2025 Annual Meeting set for May 21, 2025, subject to continued service |
| Dilution context | Initial CEO option grant (4,776,000) vs options outstanding of 122,965 as of 12/31/24 suggests a sizable new overhang relative to prior options outstanding (excludes RSUs) |
Employment Terms
| Provision | Outside CIC | Change-in-Control (CIC) |
|---|---|---|
| Termination w/o cause or resignation for good reason | 24 months base salary; up to 18 months subsidized COBRA; if termination follows conclusion of performance period, annual cash incentive that would have been received; release required | Lump-sum 2x (base + annual incentive determined at greater of target or extrapolated actual per agreement timing); up to 18 months subsidized COBRA; release required; excise tax cutback if beneficial |
| Equity | Not specified for options beyond standard vest schedule; see director RSUs | Options accelerate/vest upon qualifying CIC termination; double-trigger |
| Bonus in CIC | Prorated bonus at greater of target or actual as of CIC | |
| Clawback | Company maintains a Nasdaq-compliant clawback policy for erroneously awarded incentive comp (3-year lookback) |
Board Governance
- Independence and leadership: Buss serves as both Chairman and CEO; the board has no lead independent director; board states combined role is appropriate currently; Buss is non-independent .
- Committees: Buss is not listed on audit, compensation, or nominating committees; committee chairs are independent directors (Audit: Eric Feldstein; Compensation: Blair Greenberg; Nominating & Governance: Gene Yoon) .
- Meetings and attendance: Board met 6 times in 2024; all directors attended at least 75% of their meetings; all 8 then-current directors attended the 2024 annual meeting .
- Director compensation policy (for non-employee directors): Annual RSU increased to ~$150,000; Chairman receives additional ~$100,000 RSU; Buss is ineligible for director pay while serving as CEO .
- Say-on-Pay: 2024 say-on-pay approved with ~89.9% of votes cast .
Compensation Peer Group (recent benchmarking)
Peer sets used by the Compensation Committee/Korn Ferry in 2023–2024 included companies such as AvidXchange, Cardlytics, Enova International, Intapp, LendingClub, LendingTree, MeridianLink, Mitek Systems, MoneyLion, Payoneer, PROS Holdings, Repay, Q2 Holdings, Upstart, World Acceptance, among others .
Compensation Committee and Advisors
- Compensation Committee members: Blair J. Greenberg (Chair) and Adam H. Clammer; both independent and non-employee directors .
- Advisor: Korn Ferry provides benchmarking, design input, and attends meetings; assessed as independent by the Committee .
- Interlocks: None disclosed .
Performance & Track Record (company context)
- 2024 company outcomes drove below-target bonus funding (44.9% of target for NEOs) and 0% payout on 2022 PSU cycle, indicating negative operational/financial variance entering Buss’s tenure .
- Pay vs. performance table shows 2024 TSR below peer measure and negative net income/adjusted EBITDA, contextualizing turnaround priorities for the new CEO .
Director Compensation (2024, pre-CEO)
| Name | Fees Earned (Cash) | Stock Awards | Total |
|---|---|---|---|
| Jessica Buss | $190,000 | $250,000 | $440,000 |
Related Party Transactions
- No related party transactions involving Ms. Buss were disclosed; board considered independence for all non-employee directors and related person transactions generally; Bregal Sagemount and Nebula/True Wind relationships disclosed for their designees .
Risk Indicators & Red Flags
- Governance concentration: Combined CEO/Chair with no lead independent director (monitor for potential independence concerns) .
- Large initial option grant: 4.776 million options vs 122,965 options outstanding as of 12/31/24; monitor dilution/overhang and exercise-driven supply as tranches vest annually .
- Clawback policy present; no tax gross-up; CIC severance subject to best-net cutback for excise tax .
- 2024 performance pressures: Negative net income and adjusted EBITDA; 0% PSU payout for 2022–2024 cycle; aligns incentives with recovery/TSR improvement .
Investment Implications
- Alignment: Heavy option-based LTI with five-year vesting and double-trigger CIC protection aligns Buss’s upside with multi-year TSR, enhancing retention but contributing to equity overhang; beneficial ownership currently modest (<1%), but option leverage is significant .
- Incentive design: STIP and PSU frameworks emphasize revenue, EBITDA/Cash EBITDA, and relative TSR, which should tightly link pay outcomes to execution; prior-year PSU zero and sub-50% bonus funding indicate downside risk is real and enforced .
- Governance: Combined CEO/Chair without a lead independent director elevates governance risk; investors may seek evidence of robust committee independence and board oversight to mitigate dual-role concerns .
- Trading/flow watch: Near-term vesting of director RSUs around the 2025 Annual Meeting and annual option-vesting cadence create potential incremental supply; monitor Form 4 filings for tax withholdings or discretionary sales after vesting/exercise events .