Massimo Monaco
About Massimo Monaco
Massimo Monaco, 52, is Chief Financial Officer and principal accounting officer of Open Lending (LPRO), effective August 18, 2025. He brings 20+ years in residential mortgage lending and financial services, including CFO roles at Arc Home LLC (2018–2025) and American Financial Resources (2016–2018), and senior finance posts at PHH Corp.; he holds an MBA and BA from La Salle University . He joins after a period where Open Lending’s cumulative TSR since becoming public translated to $43.42 vs $100.26 for its 2024 peer group and delivered 2024 net income of $(135,010) thousand and adjusted EBITDA of $(42,937) thousand, setting a turnaround context for finance leadership .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Arc Home LLC | Chief Financial Officer | Dec 2018 – Jul 2025 | Drove change and strengthened financial discipline; built stakeholder partnerships |
| American Financial Resources | Chief Financial Officer | Dec 2016 – Dec 2018 | Led finance at national residential mortgage lender |
| PHH Corp. | Senior finance roles | Not disclosed | Experience at a large mortgage outsourcer; foundation in lending operations and controls |
Fixed Compensation
| Component | Terms | Amount/Rate |
|---|---|---|
| Base Salary | Annual | $400,000 |
| Annual Bonus Target | % of base salary; 2025 prorated | 100% ($400,000 target; prorated for 2025) |
| Cash Sign‑on Bonus | Paid within 10 business days of start; repayment if resigned/terminated for cause within 12 months; repayment lapses if terminated without cause, death/disability, or good reason post-CIC | $300,000 |
| Long‑Term Incentive Target (from FY 2026) | Annual target LTI value | 150% of base salary |
| Sign‑on RSUs | Time‑based; vest in equal installments on each of first four anniversaries | $600,000 grant‑date fair value |
Performance Compensation
| Incentive | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Incentive (2025) | Corporate performance measures set by Board/Comp Committee | Not disclosed | 100% of base salary (prorated for 2025) | Not disclosed | Not disclosed | Paid by Mar 15 following year; employment requirement waived for no‑cause or good reason termination |
| Annual Cash Incentive (2026+) | Corporate performance measures | Not disclosed | 100% of base salary | Not disclosed | Not disclosed | Standard plan terms |
| LTI (from 2026) | Mix determined by Board/Comp Committee | Not disclosed | 150% of base salary | Not applicable | Not applicable | As granted |
| Sign‑on RSUs | Time‑based | 100% | $600,000 grant‑date fair value | Not applicable | Not applicable | Equal annual vesting over 4 years |
Equity Ownership & Alignment
| Item | Detail | Status |
|---|---|---|
| Beneficial ownership | Shares owned/percent outstanding | Not disclosed for Monaco in 2025 DEF 14A |
| Sign‑on RSUs | $600,000 time‑based RSUs | Granted post‑start; 4‑year equal annual vesting |
| Stock ownership guidelines | Company guidelines for executives | Not disclosed in 2025 proxy; clawback policy adopted per Nasdaq 5608 |
| Clawback policy | Recoupment of erroneously awarded incentive compensation upon certain restatements | In place, applies to current/former executive officers (3‑year lookback) |
| Hedging/Pledging policy | Prohibitions or restrictions | Not disclosed in 2025 proxy |
| Holding requirements | Post‑vesting holding or retention rules | Not disclosed for executives in 2025 proxy |
Employment Terms
| Term | Provision | Economics/Scope |
|---|---|---|
| Employment | At‑will; remote primary workplace | Effective date Aug 18, 2025 |
| Non‑compete | 12 months after termination | Covers competition in automated consumer auto lending analytics/risk/pricing; excludes mortgage/home equity lending industries |
| Non‑solicit | 12 months after termination | Customers, prospective customers, suppliers; employees/contractors |
| Severance (no CIC) | Terminated without cause or resign for good reason | 12 months base salary paid over ~6 months; up to 12 months COBRA subsidy; pro‑rata bonus if termination after performance conclusion; separation release required |
| Change‑in‑control (double trigger) | Terminated without cause or for good reason within 12 months post‑CIC | Lump sum = 1x (base salary + bonus at actual extrapolated or target if H1 termination); up to 12 months COBRA subsidy; Section 280G cut‑down to optimize after‑tax value; release required |
| Arbitration | JAMS Employment Arbitration Rules (Austin, TX); carve‑out for injunctive relief on restrictive covenants | Cost allocations defined; class/collective waivers noted |
| Indemnification | Standard officer indemnification agreement | Company’s standard form referenced |
| IP/Confidentiality | Proprietary information, assignment of inventions, work‑for‑hire | Comprehensive IP and confidentiality covenants |
Performance & Track Record
- Prior CFO roles at Arc Home and American Financial Resources signal deep lending P&L and capital markets familiarity; PHH Corp tenure adds public company operational finance experience .
- Open Lending’s 2024 pay‑vs‑performance table shows cumulative TSR of $43.42 (from a $100 initial investment since 2020), peer TSR $100.26, net income $(135,010) thousand and adjusted EBITDA $(42,937) thousand—highlighting the need for Monaco’s financial discipline and execution to improve profitability and investor returns .
Governance & Shareholder Context
- 2024 say‑on‑pay approval was ~89.9%, indicating general shareholder support for the executive pay program design Monaco will join .
- Compensation peer groups and benchmarking are administered by Korn Ferry for executive roles; program emphasizes pay‑for‑performance and long‑term stock‑based incentives .
Risk Indicators & Red Flags
- No related‑party transactions, family relationships, or material interests reported for Monaco in LPRO disclosures .
- Non‑compete scope tailored to auto lending analytics and explicitly excludes mortgage/home equity, reducing litigation risk given prior industry background .
- Clawback policy is in force; hedging/pledging restrictions not disclosed in 2025 proxy—monitor future filings for pledging prohibitions (alignment risk) .
Investment Implications
- Compensation alignment: Cash sign‑on ($300k) and time‑vested $600k RSUs provide near‑term retention; starting 2026, a 150% of salary LTI target can embed performance‑based equity to strengthen TSR alignment if structured accordingly .
- Vesting/selling pressure: Four annual tranches of sign‑on RSUs begin one year post‑grant, creating predictable vesting dates; watch for 10b5‑1 plans and any future performance RSUs to assess potential sell pressure .
- Retention and change‑in‑control economics: Double‑trigger CIC (1x salary+bonus + COBRA) and 12‑month non‑compete reduce voluntary turnover risk while keeping parachute modest and shareholder‑friendly (with 280G cut‑down) .
- Execution focus: Monaco’s mortgage lending finance background aligns with Open Lending’s risk analytics and capital markets initiatives; against 2024 negative net income/adjusted EBITDA and sub‑peer TSR, success hinges on cost discipline, cash conversion, and scaling lender programs to move bonus/LTI toward performance‑based payouts over time .