Separately, Glass Lewis noted the following in their withhold recommendation: We
believe the chair of the nominating committee, or in the absence thereof the senior committee member up for election, is ultimately accountable for insufficient board gender diversity.
We respectfully disagree with Glass Lewiss recommendation. As noted by Glass Lewis, our Board is 22.2% gender diverse and includes two women, one of
whom is Ms. Snyder. Ms. Snyders membership on the NCG Committee does not enable her to independently determine the composition of our Board, which requires full Board consideration, review and approval. As disclosed in our 2023 Proxy
Statement, the Board considers all facts and circumstances that it deems appropriate or advisable in considering director candidates, including, among other things, the skills of the proposed director candidate, his or her depth and breadth of
business experience, whether the nominee would help achieve a mix that represents a diversity of background and experience, inclusive of gender, race, ethnicity, age, gender identity, gender expression and sexual orientation or other background
characteristics, his or her independence and the needs of the board of directors.
In addition to the fact that Ms. Snyder, the NCG Committee and the
Board have worked and continue to work towards gender diversity on the Board, we believe it is unreasonable and counterproductive for Glass Lewis to recommend a withhold vote against Ms. Snyder, one of two women currently serving on
our Board, based on the purported concern of insufficient gender diversity. Following Glass Lewiss recommendation would result in a decrease in the gender diversity of our Board, directly undermining Glass Lewiss stated
concerns.
Ms. Snyder has served on our Board since August 2020 and currently serves as Vice Chair of the Board, Chair of the Audit Committee and a
member of the NCG committee. Ms. Snyder is an instrumental member of the Board and brings over 20 years of relevant experience in the financial services industry to her service as a Board member. The Company values Ms. Snyders deep
expertise in the industry and her understanding of Open Lendings business, management, oversight, and governance structure. We believe Ms. Snyder has a demonstrated track record of contributing meaningfully to the Boards governance
and oversight work, which we believe in turn helps advance the Companys efforts to create stockholder value. In addition to serving in a leadership role as the Vice Chair of our Board, she plays a crucial role on our Audit Committee as both
Chair and audit committee financial expert. Moreover, in addition to being an engaged Board member with a wealth of relevant experience, Ms. Snyder also brings a critical perspective as a female leader in our industry and on our Board to the
NCG Committee as it strives to maintain a Board comprised of highly qualified candidates with diverse backgrounds and perspectives.
Ms. Snyder has a
well-established career in the financial services industry, which we believe contributes to her ability to understand the unique challenges and opportunities associated with our business. Ms. Snyder is the President, U.S. Insurance, of Argo
Group International Holdings, Ltd, a New York Stock Exchange-listed company. Previously, Ms. Snyder served as the president and chief executive officer of GuideOne Insurance Company from 2017 until her resignation in April 2022, and prior to
that, she was senior vice presidentCommercial and Specialty Lines at State Auto Insurance Companies. Ms. Snyder held several other positions during her tenure at State Auto, including chief operating officer and chief financial officer of
the companys specialty subsidiary, and senior vice president of Specialty. Prior to joining State Auto, Ms. Snyder was a member of a three-person team that raised the capital for the formation and
start-up operations of Rockhill Holdings, a niche property and casualty business that was purchased by State Auto in 2009. She was also the chief financial officer for Citizens Property Insurance Corporation.
In 2016, Ms. Snyder was named one of Insurance Business Elite Women of the Year. Ms. Snyder earned her bachelors degree in accounting from the University of Wisconsin and her Master of Business Administration from the
University of Florida.
For the reasons set forth above, we believe Ms. Snyder is well qualified to serve as a member of the Board.
We urge you to vote FOR each director nominee for Class III director: John J. Flynn, Keith A. Jezek and Jessica Snyder.
Open Lending Response to Negative Advisory Vote Recommendation on Executive Compensation by Glass Lewis
In explaining their recommendation against our say-on-pay proposal, Glass Lewis
noted the following: While we recognize the impact of the CEO transition, the Company has not clearly disclosed how sign-on award values were determined nor why they are subject to solely time-based
restrictions.