| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Executive Transition
On March 22, 2024, Keith A. Jezek, the Chief Executive Officer of Open Lending Corporation (the “Company”), terminated employment with the Company and resigned from the Board of Directors of the Company (the “Board”), effective as of March 22, 2024. The Board has appointed Charles D. Jehl to serve as the Interim Chief Executive Officer of the Company and the Chief Operating Officer of the Company, in addition to serving as Chief Financial Officer and Treasurer of the Company, effective as of March 22, 2024 (the “Transition Date”).
Charles D. Jehl, 55, has served as the Chief Financial Officer of the Company since August 2020, and prior to that, Mr. Jehl served as a consultant to the Company since April 2020. Prior to the Company, Mr. Jehl spent 14 years at Forestar Group Inc., NYSE-listed company (“Forestar”), in a variety of executive leadership roles including Chief Financial Officer and Treasurer from 2015 through 2019 and Chief Accounting Officer from 2005 through 2013. Prior to Forestar, he held various leadership roles at Guaranty Insurance Services Inc. from 2000 through 2005, including Chief Operations Officer and Chief Financial Officer. Mr. Jehl holds a Bachelor of Arts degree in Accounting from Concordia University at Austin.
Mr. Jehl does not have any family relationship with any director or executive officer of the Company, or person nominated or chosen by the Company to become a director or executive officer, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
The Company has entered into its standard form of officer indemnification agreement with Mr. Jehl, the form of which is filed as Exhibit 10.11 to the Company’s Current Report on Form 8-K filed on June 15, 2020.
On March 25, 2024, the Company issued a press release in connection with the foregoing transitions. A copy of this press release is furnished as Exhibit 99.1 to this report on Form 8-K.
Separation Agreement with Mr. Jezek
In connection with Mr. Jezek’s termination of employment from the Company and resignation from the Board, on March 22, 2024, the Company and Mr. Jezek entered into a separation and release agreement (the “Separation Agreement”). The Separation Agreement provides Mr. Jezek with the severance benefits under Section 4(c) of the Jezek Employment Agreement as if his employment would have been terminated by the Company without cause under Section 3(d) of his Employment Agreement, subject to his execution and nonrevocation of a release of claims in favor of the Company and his continued compliance with certain restrictive covenant provisions. The Separation Agreement further provides Mr. Jezek with the compensation that he would have received from the Company within the thirty days following the date of his termination of employment as payments in lieu of notice under the Jezek Employment Agreement. The Jezek Employment Agreement was previously filed by the Company as Exhibit 10.1 to the Form 8-K filed on October 6, 2022.
The foregoing description of the Separation Agreement is qualified in its entirety by reference to the text of the Separation Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Amendment to Employment Agreement with Mr. Jehl
In connection with Mr. Jehl’s appointment, on March 22, 2024, the Company and Mr. Jehl entered into an amendment (the “Second Amendment”) to his employment agreement dated August 28, 2020, as amended (the “Jehl Employment Agreement”). Pursuant to the Second Amendment, Mr. Jehl will serve as the Chief Financial Officer, Treasurer and Chief Operating Officer of the Company and during a transition period, will serve as the Interim Chief Executive Officer of the Company, effective as of the Transition Date.
In consideration of his assumption of additional services, the Second Amendment provides for the following compensation adjustments effective as of March 22, 2024 (i) an annual base salary of $500,000, (ii) a short-term incentive target opportunity of 100% of his base salary, (iii) an annual long-term incentive target opportunity of $2,000,000, (iv) a one-time award of restricted stock units with a grant date value of $2,000,000, which will vest ratably over four (4) years from the grant date and will be subject to the terms and conditions of the 2020 Stock Option and Incentive Plan and applicable award agreement, provided that
