Open Lending (LPRO) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on May 21, 2025, with voting on director elections, auditor ratification, and executive compensation.

• Shareholders can vote online, by phone, or by mail, and may submit questions in advance or during the meeting.

• The board recommends voting in favor of all proposals, including the election of two Class II directors, ratification of Ernst & Young LLP as auditor, and approval of executive compensation.

Voting matters and shareholder proposals

• Shareholders will vote on electing Adam H. Clammer and Blair J. Greenberg as Class II directors for three-year terms.

• Ratification of Ernst & Young LLP as independent auditor for fiscal year ending December 31, 2025.

• Advisory vote on executive compensation (say-on-pay) is included.

• Shareholders may submit proposals for the 2026 annual meeting by specified deadlines.

Board of directors and corporate governance

• The board will reduce from eight to seven members after the meeting due to a director retirement.

• Board is divided into three staggered classes, each serving three-year terms.

• All directors attended at least 75% of meetings in 2024.

• Board committees include audit, compensation, and nominating/governance, all composed of independent directors.

• Board skills matrix highlights expertise in executive leadership, finance, technology, and compliance.