Thomas K. Hegge
About Thomas K. Hegge
Thomas K. Hegge, age 40, is a Class I independent director of Open Lending (LPRO) serving since July 2023; his current term expires at the 2027 annual meeting . He is Director of Strategic Capital at True Wind Capital and previously held investing roles at Berylson Capital Partners and Advent International, and began his career in investment banking at Credit Suisse; he holds a BA in Economics from Harvard College and an MBA from Harvard Business School . The Board has determined Mr. Hegge meets SEC/Nasdaq independence standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Credit Suisse | Investment Banking | 2007–2009 | Transaction execution experience |
| Advent International | Investor (Tech & Business Services LBOs) | 2009–2012 | Executed leveraged buyouts |
| Berylson Capital Partners | Investor; led public equities, oversaw private growth equity | 2014–2018 | Led investments, oversaw growth equity |
| Great Plains Partners | Managing Member | 2018–2021 | Venture capital focus on nascent technologies |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| True Wind Capital | Director of Strategic Capital | 2021–present | True Wind Capital, L.P. is managing member of Nebula Holdings, LLC, a major LPRO shareholder |
Board Governance
- Committees and roles:
- Audit Committee: Member; designated by the Board as an “audit committee financial expert.” Committee chaired by Eric A. Feldstein; members are independent under SEC/Nasdaq rules . Audit Committee met 4 times in 2024 .
- Board structure and independence:
- Board has 8 members (reducing to 7 after 2025 meeting); staggered classes. Hegge is a Class I director (term to 2027) and a Nebula designee . The Board determined Hegge is independent under SEC/Nasdaq standards .
- Board leadership combines CEO and Chair; no lead independent director .
- Attendance:
- Board held 6 meetings in 2024; each director attended at least 75% of Board and committee meetings on which they served. All eight directors then serving attended the 2024 annual meeting .
| 2024 Board Activity | Count/Status |
|---|---|
| Board meetings | 6 |
| Audit Committee meetings | 4 |
| Compensation Committee meetings | 4 |
| Nominating & Governance Committee meetings | 6 |
| Hegge attendance | ≥75% (all directors met threshold) |
Fixed Compensation
Open Lending’s Director Compensation Policy provides cash retainers for Outside Directors (not Investor Directors). As a Nebula-affiliated “Investor Director,” Hegge is not eligible for cash retainers or other compensation for Board service .
| Component | Policy Amount | Hegge Actual (2024) |
|---|---|---|
| Annual Board retainer (Outside Director) | $50,000 | $0 (Investor Director ineligible) |
| Chairman additional retainer | $50,000 | N/A |
| Audit Committee chair/member | Chair $20,000; Member $10,000 | $0 (Investor Director ineligible) |
| Compensation Committee chair/member | Chair $15,000; Member $7,500 | N/A |
| Nominating & Governance chair/member | Chair $10,000; Member $5,000 | N/A |
| Total fees earned in cash (2024) | — | $0 |
Performance Compensation
Investor Directors are not eligible for director equity compensation. In 2024, the Board increased the annual RSU grant for Outside Directors to ~$150,000 and maintained vesting on the earlier of 1-year or the next annual meeting; Investor Directors (including Hegge) do not receive these awards .
| Equity Component | Policy Detail | Hegge Actual (2024) |
|---|---|---|
| Initial RSU (Outside Director) | $50,000, vests at 1-year | $0 (Investor Director ineligible) |
| Annual RSU (Outside Director) | ~$150,000; Chairman +$100,000; vests earlier of 1-year or next annual meeting; sale event accelerates | $0 (Investor Director ineligible) |
| 2024 stock awards recorded | — | $0 |
Other Directorships & Interlocks
| Entity | Relationship to LPRO | Hegge’s Role | Governance/Conflict Considerations |
|---|---|---|---|
| Nebula Holdings, LLC | Record holder of 7,545,144 LPRO shares (~6.3%) | Associated via True Wind; Hegge is a director of True Wind Capital GP, LLC per footnote (6) | For so long as Nebula has nomination rights, Compensation and Nominating & Governance Committees must include a Nebula-nominated director ; potential influence over governance processes |
Expertise & Qualifications
- Audit committee financial expertise; Board designated Hegge an “audit committee financial expert” .
- Skills matrix indicates experience in Finance/Accounting, Business Development/M&A, Strategic Planning, Risk Management, Corporate Governance, SaaS/Technology, Insurance, Consumer Finance/Lending, Banking/Financial Institutions, and public company board experience; also “Audit Committee Financial Expert” designation .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Thomas K. Hegge (via Nebula) | 7,545,462 | 6.3% | Nebula is the record holder; True Wind Capital, L.P. (managing member) controls Nebula. Clammer (managing member) and Hegge (director of True Wind Capital GP, LLC) may be deemed to have shared beneficial ownership and disclaim beneficial ownership except to the extent of pecuniary interest . |
Governance Assessment
- Independence and Board role: Hegge is independent under SEC/Nasdaq, strengthens audit oversight as a financial expert .
- Investor alignment: As an Investor Director, he receives no director cash/equity compensation; alignment predominantly through Nebula’s 6.3% stake, which ties his interests to shareholder value .
- Committee influence: Charter requires that, while Nebula has nomination rights, Compensation and Nominating & Governance Committees include a Nebula-nominated director—this sustains investor influence over pay and governance, which can be positive for discipline but merits monitoring for independence optics .
- Board leadership: Combined CEO/Chair and absence of a lead independent director reduce independent counterbalance; audit committee independence mitigates some risk .
- Attendance and engagement: Board met 6 times in 2024; all directors met at least 75% attendance and attended the 2024 annual meeting—signals acceptable engagement .
- Pay governance signals: 2024 say-on-pay passed with ~89.9% approval, indicating investor support for compensation practices; Korn Ferry engaged for benchmarking .
Red Flags to monitor
- Investor-affiliated committee presence (Compensation and Nominating) while Nebula retains rights—potential for perceived conflicts in director nominations and pay decisions .
- No lead independent director under combined CEO/Chair structure, which can concentrate authority .
Mitigating controls
- Audit Committee entirely independent; Hegge designated financial expert .
- Company maintains a Nasdaq-compliant clawback policy for erroneously awarded incentive compensation (three-year lookback) .
- Investor Directors excluded from director pay programs, limiting direct compensation conflicts .
Notes on Data Availability
- No Form 4 insider trading data was retrieved here; proxy-based ownership and governance disclosures are used. If needed, request recent insider filings analysis for transaction-level detail.