Oportun Financial Corp
For the period ended Jun 26, 2024. Filed May 13, 2024.
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Jun 26, 2024 · Filed May 13, 2024
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DEF 14A 1 ny20026370x2_def14a.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Pursuant to §240.14a-12 |
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Oportun Financial Corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of the Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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May 13, 2024
Dear Oportun Stockholder:
In 2023, we worked through a difficult macroeconomic backdrop, with high inflation impacting our hardworking members' ability to pay and higher rates impacting our cost of funds. While we have more work to do to achieve our full potential, we are taking actions to capitalize on the momentum we’re seeing in our business and shared in our preliminary Q1 2024 results. Our focus on the quality of originations and the continuing demand for our services drove a resilient top line, while the expense discipline we have demonstrated since 2022 and the sharp execution by our team led to improved operating efficiency. I am optimistic that we are driving long-term value for our shareholders by supporting our members and are well-positioned to navigate the macroeconomic environment.
For the full year in 2023:
| • | Members grew by 18.5% to 2.2 million; |
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| • | Record revenue exceeded $1 billion (even as we slowed originations by 38%); and |
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| • | Adjusted Operating Efficiency, a measure of our expense discipline, reached a new post-IPO low of 42.7%, which is a significant improvement of nearly 1,500 basis points versus the prior year. |
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For a reconciliation of non-GAAP measures to GAAP measures, refer to Appendix A of this proxy statement.
In 2024, our focus is on driving sustainable, profitable earnings growth and shareholder value. This will include the continued fortification of our core business and unit economics, with an additional – and previously announced – expense reduction of $30 million this year. With this action, and since we first began significant expense cuts in 2022, our cost savings initiatives are expected to result in approximately $240 million in total annualized savings.
I am grateful and proud to say that our employees continue to be highly motivated and, for the ninth consecutive year, rated Oportun a “Top Workplace” in a regional or national publication. In addition, our team demonstrated high levels of engagement, as measured by our annual employee survey, while delivering best-in-class service to our members.
I am encouraged by the strong and enduring relationships we have built with our members, the improving economics underlying our loan portfolio, and the compelling value proposition we deliver to our savings members in the form of automated savings and access to responsible credit. In addition to helping our members set aside more than $1,800 per year in personal savings, we also know that borrowing members who use our app have exhibited approximately 45% lower 30-plus day delinquencies three months post-disbursement than those who have not yet signed up to use the app.
As always, I am grateful for your support and ownership of Oportun, and am pleased to invite you to attend the 2024 Annual Meeting of Stockholders (and any postponement, adjournment or delay thereof, the “Annual Meeting”) of Oportun Financial Corporation (“Oportun” or the “Company”) on Wednesday, June 26, 2024, beginning at 8:00 a.m. Pacific time. The Annual Meeting will be held virtually via a live interactive audio webcast on the internet. You will be able to vote and submit your questions during the Annual Meeting at www.virtualshareholdermeeting.com/OPRT2024.
Your vote is very important. Regardless of whether you plan to attend the Annual Meeting, we hope you will vote as soon as possible. You may vote by proxy over the internet, by telephone or, if you received paper copies of the proxy statement by mail, you may also vote by mail by following the instructions on your proxy card. The attached proxy statement contains details of the business to be conducted at the Annual Meeting and additional information on how to vote.
On behalf of the board of directors, I would like to express our appreciation for your ongoing support of Oportun and our mission to provide inclusive, affordable financial services.
Sincerely,
Raul Vazquez
Chief Executive Officer
Proxy Statement Overview
Information about the Annual Meeting
| DATE AND TIME: | | | MEETING: | | | RECORD DATE: | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | June 26, 2024 8:00 a.m Pacific Time | | | | | www.virtualshareholdermeeting.com/OPRT2024 | | | | | Close of business onMay 7, 2024 | ||
How to Vote
Stockholders of record as of the Record Date may vote via the Internet at www.proxyvote.com, by telephone at 1-800-690-6903, by completing and returning your proxy card or voting instruction form, in person at the Annual Meeting, or by scanning with your mobile device the QR code provided to you. See the “Voting Methods” section on page 2.
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| Over the Internet at www.proxyvote.com | | | By telephone at 1-800-690-6903 | | | By mailing your completed proxy card or voting instruction form in the envelope provided | | | At the Annual Meeting | | | By scanning the QR code with your mobile device |
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Voting Matters and Board Recommendations
The Board unanimously recommends that you vote as follows:
| | | Board’s recommendation | | | Page reference | |
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| 1. Elect three directors for a term of three years until their successors are elected and duly qualified | | | ☑ FOR | | | 8 |
| 2. Approval of an amendment to our Certificate of Incorporation to eliminate supermajority voting provisions | | | ☑ FOR | | | 9 |
| 3. Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm | | | ☑ FOR | | | 10 |
| 4. Approve, by a non-binding advisory vote, the compensation of our named executive officers | | | ☑ FOR | | | 12 |
We may also transact any other business that may properly come before the Annual Meeting. As of the date of this proxy statement, we are not aware of any business to be presented in consideration other than the matters described in this proxy statement.
| | | i |
DIRECTORS
| Name | | | Age | | | Director since | | | Independent | | | Committees |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Directors whose terms expire in 2026 | ||||||||||||
| Jo Ann Barefoot | | | 74 | | | 2016 | | | ✔ | | | • Credit Risk and Finance• Nominating, Governance and Social Responsibility |
| Sandra A. Smith | | | 53 | | | 2021 | | | ✔ | | | • Audit and Risk (Chair)• Credit Risk and Finance |
| Mohit Daswani | | | 49 | | | 2024 | | | ✔ | | | • Audit and Risk• Compensation and Leadership |
| Directors whose terms expire in 2025 | ||||||||||||
| Carlos Minetti | | | 61 | | | 2024 | | | ✔ | | | • Credit Risk and Finance• Nominating, Governance and Social Responsibility |
| Scott Parker | | | 56 | | | 2024 | | | ✔ | | | • Audit and Risk• Compensation and Leadership |
| Raul Vazquez | | | 52 | | | 2012 | | | | | None | |
| R. Neil WilliamsIndependent Lead Director | | | 71 | | | 2017 | | | ✔ | | | • Audit and Risk • Credit Risk and Finance (Chair) |
| Director nominees whose terms would expire in 2027 | ||||||||||||
| Ginny Lee | | | 57 | | | 2021 | | | ✔ | | | • Compensation and Leadership• Nominating, Governance and Social Responsibility (Chair) |
| Louis Miramontes | | | 69 | | | 2014 | | | ✔ | | | • Audit and Risk• Compensation and Leadership |
| Richard Tambor | | | 62 | | | N/A | | | ✔ | | | • Credit Risk and Finance (anticipated)• Nominating, Governance and Social Responsibility (anticipated) |
CORPORATE GOVERNANCE HIGHLIGHTS
The Board is committed to exercising good corporate governance practices, which include:
| • | Independent Lead Director of the Board |
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| • | Board comprised almost entirely of independent directors – nine of the ten directors are independent |
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| • | Recently enhanced bylaws by removing supermajority voting provisions |
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| • | Each standing committee composed exclusively of independent directors |
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| • | Regular committee meetings throughout the year, including executive sessions without management |
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| • | Committee authority to retain independent advisors |
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| • | Annual Board and committee evaluations |
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| • | Stock ownership guidelines for our Section 16 officers and Board |
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| • | Robust code of business conduct |
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| • | Robust insider trading and related party transactions policies |
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| • | Robust clawback policies |
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| | | ii |
EXECUTIVE COMPENSATION HIGHLIGHTS
We pay for performance and manage Oportun for the long-term
| Effective Design | | | • | | | Focus on superior corporate results and stockholder value creation, with appropriate consideration of risk |
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| | • | | | Foster a performance-based culture, where rewards are distributed based upon results-focused goals | ||
| | • | | | Recognize and reward our executive officers fairly for achieving or exceeding rigorous corporate and individual objectives | ||
| | • | | | Balanced compensation philosophy utilizing a mix of cash and equity, short-term and long-term elements, and fixed and variable (at-risk) incentives | ||
| | • | | | Implementation of a new performance-based restricted stock unit (“PSU”) program for our executives | ||
| | • | | | Commitment to our mission | ||
| Governance Practices | | | • | | | Independent compensation consultant who works exclusively for the compensation and leadership committee |
| | • | | | Robust stock ownership and holding requirements | ||
| | • | | | Annual advisory “Say-on-Pay” vote | ||
| | • | | | Clawback policies providing ability to recover incentive cash compensation and performance-based equity awards based on financial results that were subsequently restated | ||
| | • | | | No hedging or pledging of stock allowed | ||
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Oportun Financial Corporation
2 Circle Star Way
San Carlos, California 94070
Notice of the 2024 Annual Meeting of Stockholders
| Date and Time: · · · The Annual Meeting will be held virtually through a live, interactive audio webcast on Wednesday, June 26, 2024 at 8:00 a.m. Pacific time. There will be no physical meeting location. | ||||||
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| Access to the Audio Webcast of the Annual Meeting: · · · The live, interactive audio webcast of the Annual Meeting will begin promptly at 8:00 a.m. Pacific time. Online access will open approximately 15 minutes prior to the start of the Annual Meeting to allow time for you to log in and test your computer audio system. We encourage you to access the Annual Meeting prior to the start time. | ||||||
| Log in Instructions: · · · To attend the Annual Meeting, log in at www.virtualshareholdermeeting.com/OPRT2024. You will need your unique control number on your proxy card (printed in the box and marked by the arrow) or on the instructions that accompanied your proxy materials. | ||||||
| Submitting Questions for the Virtual Annual Meeting: · · · You may submit a question in advance of the meeting by visiting www.proxyvote.com. Once online access to the Annual Meeting is open, stockholders may submit questions, if any, on www.virtualshareholdermeeting.com/OPRT2024. To log-in to either site to submit a question, you will need your unique control number included on your proxy card (printed in the box and marked by the arrow) or on the instructions that accompanied your proxy materials. Questions pertinent to Annual Meeting matters will be answered during the Annual Meeting, subject to time constraints. | ||||||
| Voting Your Shares at the Virtual Annual Meeting: · · · You may vote your shares at the Annual Meeting even if you have previously submitted your vote. For instructions on how to do so, see the section below titled “Voting and Meeting Information-How do I vote?” | ||||||
| Meeting Agenda: | | | 1) | | | To elect each of the three Class II directors nominated by our board of directors (the “Board”) and named in this proxy statement to serve for a three-year term until our 2027 annual meeting of stockholders. |
| | 2) | | | To approve an amendment to our Certificate of Incorporation to eliminate supermajority voting provisions. | ||
| | 3) | | | To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2024. | ||
| | 4) | | | To approve, on an advisory basis, Oportun’s named executive officer (“NEO”) compensation, as described in the proxy materials. | ||
| | 5) | | | To conduct any other business properly brought before the Annual Meeting. | ||
| Record Date: | | | The record date for the Annual Meeting is May 7, 2024 (the “Record Date”). Only stockholders of record at the close of business on that date may vote at the Annual Meeting. | |||
| Mailing Date: | | | We expect to mail a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy statement and annual report on or about May 13, 2024. The Notice provides instructions on how to vote via the Internet or by telephone and includes instructions on how to receive a paper copy of our proxy materials by mail. The accompanying proxy statement and our annual report can be accessed directly at the following Internet address: www.proxyvote.com. You will be asked to enter the sixteen-digit control number located on your Notice or proxy card. | |||
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be
held on June 26, 2024. The Notice of Meeting, Proxy Statement, and Annual Report on Form 10-K are available
free of charge at www.proxyvote.com and at www.investor.oportun.com.
Table of Contents
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