Todd C. Hart
About Todd C. Hart
Independent director (Class II) appointed to Open Lending’s board on September 25, 2025; serves on the Compensation and Nominating & Corporate Governance Committees. Hart brings 35+ years in insurance and financial services, including multiple CEO roles and strategic transaction leadership. He holds an MBA from Harvard Business School and an AB in Economics (Highest Honors) from UNC–Chapel Hill; currently on UNC’s Institute of Risk Management & Insurance Innovation advisory board. The company disclosed no related-party transactions with Hart and executed its standard director indemnification agreement; independence status will be formally addressed in the next proxy cycle. Tenure: appointed 9/25/2025; Form 3 filed shows no beneficial ownership at appointment .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Upland Capital Group | Founder, Chairman & CEO | 2020–present | Founder-operator of specialty insurance platform |
| Narragansett Bay Insurance Company | Chief Executive Officer | 2012–2018 | Led post-Sandy recapitalization and sale to Heritage Insurance |
| Glacier Group (Switzerland) | Chief Executive Officer | 2009–2011 | Strategy reorg, operations oversight, led sale process |
| HBK Capital Management | Managed Insurance Products investments & trading | Prior to CEO roles | Insurance-linked investments leadership |
| J.P. Morgan & Co. | Investment banker (M&A/financings) | Early career | Executed M&A and financings for F1000 clients |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| GuideOne Mutual Insurance Companies | Director | 2018–2021 | Board service at mutual insurer |
| UNC Institute of Risk Management & Insurance Innovation | Board of Advisors | Current | Advisory role at UNC |
Board Governance
- Committee assignments: Compensation Committee (member) and Nominating & Corporate Governance Committee (member). No chair roles disclosed at appointment .
- Independence/related-party: Company disclosed no arrangements/understandings for appointment and no related-party transactions under Item 404(a); standard director indemnification executed. Formal “independent” designation to be reflected in next proxy following appointment .
- Attendance: He joined post-2025 proxy; attendance record not yet disclosed (board met 6 times in FY2024; that disclosure predates his appointment) .
- Board leadership context: Chair and CEO roles are combined at LPRO as of 2025; no lead independent director .
Fixed Compensation
Policy framework applicable to non‑employee (Outside) directors (Investor Directors are excluded):
| Component | Amount | Notes |
|---|---|---|
| Annual board cash retainer | $50,000 | Pro‑rated if partial year |
| Committee member retainer – Compensation | $7,500 | Per member |
| Committee member retainer – Nominating & Gov. | $5,000 | Per member |
| Annual RSU grant (Outside Directors) | ~$150,000 grant-date value | Vests on earlier of 1-year anniversary or next annual meeting |
| Initial RSU grant (new Outside Director) | $50,000 grant-date value | Pro‑rated if appointed between meetings; 1-year vest |
Notes:
- 2025 amendments increased annual director RSU to $150k; Chairman has additional $100k RSU but Hart is not Chair .
- Innovation & Development Committee compensation was removed in 2025 and the committee dissolved .
Performance Compensation
Directors do not receive performance-conditioned pay at LPRO. Equity is time-based RSUs vesting on the earlier of the first anniversary or next annual meeting; all outstanding director equity vests upon a “sale event” under the plan .
Other Directorships & Interlocks
- Overlap with current LPRO CEO: Jessica Buss served as GuideOne Insurance CEO (2017–April 2022); Hart was on the board of GuideOne Mutual Insurance Companies (2018–2021), indicating a prior professional overlap (soft interlock). No related-party transactions were disclosed by LPRO related to Hart’s appointment .
- No current public company directorships disclosed in the appointment 8‑K .
Expertise & Qualifications
- Domains: Insurance operations, risk management, specialty P&C, strategic transactions/M&A, capital markets and insurance-linked investments .
- Education: MBA, Harvard Business School; AB, Economics (Highest Honors), UNC–Chapel Hill (Morehead‑Cain Scholar) .
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | % of Outstanding | Notes |
|---|---|---|---|
| Todd C. Hart | 0 | 0.0% (of 119,782,899 shares outstanding as of 3/27/2025) | Form 3 filed at appointment states “No securities are beneficially owned.” |
| Shares pledged | None disclosed | — | No pledging/hedging disclosed |
| Expected grants | Initial RSU $50k; Annual RSU ~$150k per policy (time-based) | — | Actual grant details to appear in future filings |
Insider Filings
| Form | Date Filed | Key Disclosure |
|---|---|---|
| Form 3 (Initial Ownership) | 2025-09-29 | Director status; no securities beneficially owned at appointment; POA on file authorizing company officers to sign Section 16 filings |
Governance Assessment
-
Positives
- Deep insurance and risk expertise directly relevant to LPRO’s insured, risk-analytically priced auto lending model; expected to enhance Compensation and Nominating & Governance oversight capabilities .
- No related‑party transactions disclosed; standard indemnification agreement executed; clean Form 3 with zero holdings at entry reduces immediate conflict risk .
- Compensation structure aligns directors with shareholders via equity; 2025 policy increases equity weighting for outside directors .
-
Watch items / potential red flags
- Prior overlap with current CEO at GuideOne suggests a soft interlock; not a related‑party transaction but worth monitoring for independence perceptions in CEO pay and board evaluations .
- As a new appointee, ownership alignment builds over time; initial zero holdings will transition as RSUs are granted/vest; monitor for any pledging/hedging in future filings .
- Independence designation not yet reflected in a proxy since appointment; confirm in the next DEF 14A .
-
Implications for investors
- Hart’s insurance and transaction background may support LPRO’s carrier relationships, risk transfer structures, and strategic initiatives; his committee roles place him at the center of pay design and governance refresh, areas that influence execution quality and investor confidence .
Citations:
- Appointment, committees, background, education, related-party, indemnification:
- Form 3 (no holdings) and power of attorney:
- Director compensation policy (2025) and awards:
- CEO prior GuideOne role (interlock context) and board structure/attendance baseline: