Matthew R. Roe
About Matthew R. Roe
Matthew R. Roe is Chief Revenue Officer (CRO) at Open Lending (LPRO), serving in this role since October 2019 and with the company since 2007; he holds a B.A. from Texas State University and has worked across marketing, account management, sales, product, operations, finance, and IT systems . Age was disclosed as 39 in April 2022 (no later update provided) . Roe’s variable pay is tied to company performance via an annual Bonus Plan and long-term RSUs; in 2024 the bonus plan weighted revenue (30%), adjusted EBITDA (20%), cash EBITDA (20%), and strategic initiatives (30%) and paid out 44.9% of target, while his 2024 performance RSUs vest on 3-year relative TSR versus a peer set .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Open Lending | Marketing Manager | Sep 2010–Apr 2016 | Roles across marketing, account management, sales, and product teams . |
| Open Lending | National Accounts Manager | Jan 2013–Dec 2016 | Roles across marketing, account management, sales, and product teams . |
| Open Lending | Regional VP of Sales | Apr 2016–Oct 2017 | Roles across marketing, account management, sales, and product teams . |
| Open Lending | Senior Vice President | Oct 2017–Oct 2019 | Roles across marketing, account management, sales, and product teams . |
| Open Lending | Chief Revenue Officer | Oct 2019–present | Leads revenue; broad cross-functional experience . |
External Roles
Not disclosed in company proxy statements for Roe .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base salary (Bonus Plan reference) | $350,000 | $350,000 | $350,000 |
| Target bonus % of salary | 60% | 60% | 60% |
| Target bonus ($) | $210,000 | $210,000 | $210,000 |
| Actual bonus payout (Non‑Equity Incentive Plan Comp) | $0 | $149,100 | $94,290 |
| % of target earned (Bonus Plan result) | N/A | 71.0% | 44.9% |
| % of base salary paid as bonus | N/A | 42.6% | 27.0% |
| Salary and commissions (Summary Comp “Salary”) | $553,365 (incl. commissions per plan) | $485,307 (incl. $135,307 commissions) | $375,838 (incl. $25,838 commissions) |
| All other compensation | $9,693 | $9,900 | $10,350 |
Performance Compensation
| Performance metric (2024 Bonus Plan) | Weight | Threshold (50% payout) | Target (100% payout) | Maximum (150% payout) | Actual result | Actual attainment |
|---|---|---|---|---|---|---|
| Revenue excl. change in estimate ($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 ($000s) | 15% | 100 | 200 | 400 | 0 | 0.0% |
| Total payout | 100% | — | — | — | — | 44.9% |
Additional design details:
- Bonus Plan thresholds 50% of target; maximum 150% of target; payments only if minimum performance achieved .
- 2023 results: total payout 71% of target; Roe paid $149,100 (42.6% of base salary) .
Equity Compensation
2024 LTI grants (approved April 5, 2024) for Roe combined time-based and performance-based RSUs (67% TBRSU / 33% PBRSU). Grants vest as detailed below; PBRSUs vest on relative TSR vs a defined peer group over three years starting January 1, 2024 .
| Grant year | Instrument | Targeted award value | Shares granted | Vesting schedule |
|---|---|---|---|---|
| 2024 | Time-based RSUs | $170,236 | 30,952 | 4 equal annual installments beginning Mar 15, 2025 (9) |
| 2024 | Performance-based RSUs (relative TSR) | $106,051 | 19,282 (target) | Vest, if any, based on 3-year relative TSR starting Jan 1, 2024 (10) |
Outstanding unvested equity (as of Dec 31, 2024):
| Grant date | Type | Unvested units (#) | Market value ($) |
|---|---|---|---|
| Jan 4, 2022 | Time-based RSUs | 9,171 (11) | $54,751 |
| Mar 15, 2023 | Time-based RSUs | 35,157 (6) | $209,887 |
| Apr 5, 2024 | Time-based RSUs | 30,952 (9) | $184,783 |
| Apr 5, 2024 | Performance RSUs (target) | 19,282 (10) | $115,114 |
| Total | — | 94,562 (75,280 TBRSUs + 19,282 PBRSUs) | $564,535 ($54,751+$209,887+$184,783+$115,114) |
Stock vested in 2024 (realized):
| Name | Shares vested (#) | Value realized ($) |
|---|---|---|
| Matthew R. Roe | 20,470 | $142,651 |
Design notes and vesting mechanics:
- 2022 TBRSUs vest in four equal annual installments beginning Jan 4, 2023 (11).
- 2023 TBRSUs vest in four equal annual installments beginning Mar 15, 2024 (6).
- 2024 TBRSUs vest beginning Mar 15, 2025; 2024 PBRSUs are relative TSR over Jan 1, 2024–Dec 31, 2026 (9) (10).
- No options disclosed for Roe; awards are RSUs (time and performance) .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial ownership (shares) | 154,051 shares |
| Shares outstanding reference | 119,782,899 shares (as of Mar 27, 2025) |
| Ownership as % of outstanding | ~0.13% (154,051 ÷ 119,782,899) |
| Shares pledged as collateral | Company policy prohibits pledging absent Audit Committee approval; no pledges disclosed for Roe . |
| Hedging/short sales | Prohibited without Audit Committee approval; short sales prohibited . |
| Stock ownership guidelines (executives) | Not disclosed for Roe; no executive guideline details found . |
Insider selling pressure considerations:
- Visible four-year TBRSU ladders from 2022, 2023, and 2024 grant cohorts with annual vesting starting 2023/2024/2025 may create periodic sellable supply; realized 20,470 shares vested in 2024 ($142,651 value) .
- PBRSU payouts subject to relative TSR outcomes; none vest until end of the performance period (2026) (10).
Employment Terms
| Provision | Roe details |
|---|---|
| Employment agreement | None disclosed for Roe; company employment agreements only noted for Jehl and (historically) Jezek . |
| Severance (not for cause/good reason) | No cash severance; no pro rata bonus; equity acceleration not indicated except upon CIC; see CIC row . |
| Change-in-control (CIC) & qualifying termination | Time-based RSU acceleration $449,421; performance RSU acceleration $115,113; total $564,534; no cash severance or benefits continuation . |
| Bonus plan participation | Senior Executive Cash Incentive Bonus Plan (threshold 50%, max 150%) . |
| Additional commissions plan | Incentive plan for non‑commissioned staff: monthly cash commissions tied to certified loan metrics (generally 0.25–0.75% of annual salary); Roe had $25,838 commissions in 2024 and $135,307 in 2023 . |
| Clawback | Clawback terms not explicitly disclosed in proxy; insider trading policy covers hedging/pledging/short sales . |
| Non‑compete / non‑solicit | Not disclosed for Roe in proxy . |
Historical CIC treatment context (company-wide design):
- Prior proxies state accelerated vesting of time‑based RSUs at CIC termination and performance RSUs at target (company policy framing) .
Compensation Structure (3-Year)
| Year | Salary (incl. commissions) | Cash Bonus | Stock Awards (grant-date FV) | Non‑Equity Incentive (Bonus Plan) | All Other | Total |
|---|---|---|---|---|---|---|
| 2022 | $553,365 | $160,000 | $412,489 | $0 | $9,693 | $1,135,547 |
| 2023 | $485,307 | $0 | $315,000 | $149,100 | $9,900 | $959,307 |
| 2024 | $375,838 | $0 | $285,735 | $94,290 | $10,350 | $766,213 |
Observations:
- Shift toward equity plus performance pay persists, with lower cash elements in 2024; bonus tied to tougher EBITDA/Cash EBITDA metrics reduced payout to 44.9% of target .
- Equity mix includes both TBRSUs and PBRSUs (relative TSR) beginning 2024 for Roe; prior year (2023) grants for Roe were time‑based only .
Compensation Peer Group & Say‑on‑Pay
- Compensation benchmarking peer groups (Korn Ferry) included fintech and software names; 2024 NEO peer group (17 companies) and 2025 CEO peer group (19 companies) listed in proxy .
- Say‑on‑pay approvals: 86.9% in 2023; 89.9% in 2024 .
Investment Implications
- Alignment: Roe’s at‑risk pay is meaningfully exposed to company performance via Bonus Plan (revenue/EBITDA/Cash EBITDA/initiatives) and relative TSR PBRSUs introduced in 2024, promoting long‑term stockholder alignment .
- Near‑term supply: Laddered annual TBRSU vesting from 2022–2024 grants created 20,470 shares vesting in 2024; similar annual vesting from 2025–2027 may present periodic selling pressure, though hedging/pledging are restricted absent approvals .
- Retention risk: No employment agreement or cash severance for Roe and CIC benefits limited to equity acceleration may reduce guaranteed pay security relative to CEO/CFO, but ongoing RSU overhang and bonus participation provide retention incentives .
- Performance risk: Bonus payouts fell to 44.9% in 2024 driven by negative adjusted EBITDA and low cash EBITDA, signaling execution challenges in profitability despite revenue attainment; PBRSU outcomes hinge on relative TSR through 2026 .