Matthew S. Stark
About Matthew S. Stark
Matthew S. Stark is Chief Legal and Compliance Officer and Corporate Secretary at Open Lending (LPRO) since November 15, 2023, after serving as General Counsel and Corporate Secretary from January 2021; he holds a B.A. in History (University of Utah) and a J.D. (University of Texas School of Law) . Company performance during his tenure includes 2023 net income of $22.1 million and adjusted EBITDA of $50.2 million, with total shareholder return (TSR) based on a $100 investment at $61.89 for 2023 (2021: $163.49; 2022: $49.09) . In Q1 2024 leadership transition, he received a $35,000 discretionary bonus for exemplary performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Open Lending (LPRO) | Chief Legal & Compliance Officer; Corporate Secretary | Nov 15, 2023–present | Elevated to oversee legal/compliance; corporate governance responsibilities |
| Open Lending (LPRO) | General Counsel; Corporate Secretary | Jan 2021–Nov 2023 | Led corporate legal matters and secretary responsibilities |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Forestar Group Inc. (NYSE) | General Counsel & SVP | Oct 2015–Jan 2021 | General Counsel of a NYSE-listed company |
| David Weekley Homes | Assistant General Counsel | Nov 2013–Oct 2015 | Senior legal responsibilities at major homebuilder |
| KB Home (NYSE) | Senior Regional Counsel | Mar 2006–Nov 2013 | Regional counsel at publicly traded homebuilder |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary (incl. commissions) ($) | $312,703 | $370,423 | $373,149 |
| Commission included ($) | $17,703 | $20,423 | $23,149 |
| Derived Base Salary ($) | $295,000 (312,703−17,703) | $350,000 (370,423−20,423) | $350,000 (373,149−23,149) |
| All Other Compensation ($) | $9,150 | $9,900 | $10,350 |
Notes: Salary figures include commissions per proxy footnotes; base salary derived arithmetically from disclosed components .
Performance Compensation
Annual Cash Incentive (Bonus)
| Metric | 2023 | 2024 |
|---|---|---|
| Target bonus (% of salary) | 50% | — (not disclosed) |
| Target bonus ($) | $175,000 | — (not disclosed) |
| Actual payout ($) | $124,250 | $78,575 |
| % of base salary | 35.5% | 22.5% |
| % of target earned | 71% | 44.9% |
| Discretionary bonus ($) | $0 | $35,000 |
Bonus Performance Metrics (Company-level; drives NEO payouts) – 2023
| Performance Metric | Weight | Threshold | Target | Maximum | Actual Result | Actual Attainment |
|---|---|---|---|---|---|---|
| Revenue ($mm) | 20% | $111.1 | $148.1 | $185.1 | $117.5 | 59% |
| Adjusted EBITDA ($mm) | 20% | $58.0 | $77.3 | $96.6 | $50.2 | 0% |
| Cash EBITDA ($mm) | 20% | $60.1 | $80.2 | $100.2 | $87.5 | 118% |
| Higher of New Accounts vs OTS/Cert Volume | 20% | 64/2,309 | 85/3,079 | 106/3,849 | 44/2,770 | 80% |
| Revenue from New Initiatives | 20% | N/A | N/A | N/A | Yes | 100% |
| Total | 100% | 71% |
Definitions: Adjusted EBITDA excludes interest, taxes, D&A, and share-based comp; Cash EBITDA defined per proxy .
Long-Term Incentives (Equity)
| Grant Date | Type | Weight | Targeted Award Value ($) | # of Shares |
|---|---|---|---|---|
| Apr 5, 2024 | Time-based RSUs | 67% | $170,236 | 30,952 |
| Apr 5, 2024 | Performance-based RSUs | 33% | $106,051 | 19,282 |
| Total (2024 LTI) | Mixed (RSUs + PSUs) | — | $276,287 | 50,234 |
Design shift: In 2023, Stark’s LTI was 100% time-based RSUs; in 2024, PSUs were added (33%), improving pay-for-performance alignment .
Equity Ownership & Alignment
Beneficial Ownership
| As-of Date | Shares Beneficially Owned | % of Shares Outstanding |
|---|---|---|
| Mar 28, 2024 | 28,160 | <1% |
| Mar 27, 2025 | 59,425 | <1% |
- Hedging/pledging: Insiders are prohibited from pledging shares on margin, short sales, and hedging/derivative transactions unless approved by the Audit Committee .
- Clawback: Company adopted a clawback policy on Oct 26, 2023 (Nasdaq Rule 5608), requiring recoupment of erroneously awarded incentive comp over a 3-year lookback in the event of certain restatements ; reaffirmed policy compliance in 2025 proxy .
- Options: No options or similar instruments were granted to executive officers in 2024 .
Outstanding Equity Awards (as of Dec 31, 2023)
| Grant Date | Type | Unvested Units (#) | Market Value ($) | Vesting Schedule (first installment) |
|---|---|---|---|---|
| Jan 4, 2022 | Time-based RSUs | 11,922 | $101,456 | Time-based RSUs; schedule as per plan (footnote (9)) |
| Oct 19, 2022 | Time-based RSUs | 54,905 | $467,242 | Four equal annual installments beginning Oct 19, 2023 |
| Mar 15, 2023 | Time-based RSUs | 46,130 | $392,566 | Four equal annual installments beginning Mar 15, 2024 |
Market value based on $8.51 closing price on Dec 29, 2023 .
Employment Terms
| Scenario | Cash Severance ($) | Pro Rata Bonus ($) | Acceleration of TB RSUs ($) | Acceleration of PSUs ($) | Benefits ($) | Total ($) |
|---|---|---|---|---|---|---|
| Death/Disability | $0 | $0 | $0 | $0 | $0 | $0 |
| Termination (without cause / with good reason) | $0 | $0 | $0 | $0 | $0 | $0 |
| Change-in-Control & Qualifying Termination | $0 | $0 | $657,303 | $115,113 | $0 | $772,416 |
Notes: Equity acceleration amounts calculated at $5.97 closing price on Dec 31, 2024; PSUs assumed at target level for unvested awards . CIC appears double-trigger (requires qualifying termination) .
Investment Implications
- Alignment: Introduction of PSUs in 2024 (33% weighting) enhances pay-for-performance linkage; annual bonuses tied to revenue, EBITDA, Cash EBITDA, and growth metrics with transparent thresholds/targets .
- Retention and selling pressure: Multi-year RSU vesting schedules (2022–2023 grants vest over four years) create ongoing vesting events that may lead to periodic sales; Stark has no cash severance, reducing “golden parachute” value and potentially increasing mobility risk vs peers .
- Governance safeguards: Strict prohibitions on hedging/pledging and an active clawback policy (Nasdaq 5608) mitigate adverse alignment behaviors; no options granted in 2024 reduces leverage risk .
- Ownership: Beneficial ownership is modest (<1%), suggesting alignment relies more on unvested and ongoing RSU awards than large outright holdings .
- Execution indicator: A $35,000 discretionary bonus in 2024 for leadership transition support signals board confidence in Stark’s role during management changes .