OppFi Inc.
For the period ended Jun 10, 2025. Filed Apr 29, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 10, 2025 · Filed Apr 29, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 14A
(Rule
14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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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)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under Rule 14a-12 |
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130 E. Randolph Street, Suite 3400
Dear Stockholders of OppFi Inc.:
You are cordially invited to attend the 2025 Annual Meeting of Stockholders of OppFi Inc. (“OppFi”, the “Company”, “we” or “our”) on Tuesday, June 10, 2025, beginning at 1:30 p.m., Central Time (2:30 p.m., Eastern Time). The annual meeting will be a virtual meeting conducted solely online via live webcast. In order to attend the annual meeting, you must register at www.proxydocs.com/OPFI prior to the deadline of June 9, 2025 at 4:00 p.m., Central Time (5:00 p.m., Eastern Time). Whether or not you plan to virtually attend the annual meeting, we urge you to read this Proxy Statement and consider such information carefully before voting.
At the annual meeting, we will ask you to (i) vote on the election of the following Class I directors to our Board of Directors: Christina Favilla and Jocelyn Moore; (ii) ratify the appointment of RSM US LLP as our independent registered public accounting firm for the 2025 fiscal year and (iii) consider and act upon any other business properly brought before the meeting. Please vote on all the matters described in our Proxy Statement. The Board of Directors unanimously recommends a vote “FOR” the election of each of the nominees for director stated above and “FOR” the ratification of the appointment of RSM US LLP as our independent registered public accounting firm for the 2025 fiscal year.
Under the rules of the Securities and Exchange Commission (the “SEC”), we are providing access to our proxy materials over the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the “Notice”) on or about April 29, 2025 to OppFi’s stockholders of record at the close of business on April 14, 2025. The Notice contains instructions for your use of this process, including how to access our Proxy Statement and Annual Report and how to vote online. In addition, the Notice contains instructions on how you may (i) receive a paper copy of the Proxy Statement and Annual Report or (ii) elect to receive your Proxy Statement and Annual Report over the Internet.
Whether or not you plan to virtually attend, it is important that your shares be represented and voted at the annual meeting. You may vote your shares over the Internet as described in the Notice. As an alternative, if you received a paper copy of the proxy card by mail, please mark, sign, date and promptly return the card in the self-addressed stamped envelope provided. You may also vote by telephone as described in your proxy card. Voting by telephone, over the Internet, or by mailing a proxy card will not limit your right to attend the annual meeting and vote your shares virtually. We appreciate your continued support of our company.
Sincerely,
/s/ Todd G. Schwartz
Todd G. Schwartz
Chief Executive Officer and
Executive Chairman of the Board
April 29, 2025
Notice of Annual Meeting of Stockholders
| DATE/TIME June 10, 2025 2:30 p.m. Eastern Time | VIRTUAL MEETING www.proxydocs.com/OPFI | RECORD DATE April 14, 2025 |
Items of Business
| Agenda | VotingRecommendation | Page Reference |
|---|---|---|
| Proposal 1 — Election of Directors | FOR | 6 |
| Proposal 2 — Ratification of Appointment of Independent Registered Public Accounting Firm | FOR | 11 |
To the Stockholders of OppFi Inc.:
The annual meeting of stockholders (the “Annual Meeting”) of OppFi Inc. will be held at 1:30 p.m., Central Time (2:30 p.m., Eastern Time), on Tuesday, June 10, 2025. We have determined that the Annual Meeting will be a virtual meeting conducted exclusively via live webcast. In order to attend the annual meeting, you must register at www.proxydocs.com/OPFI prior to the deadline of June 9, 2025 at 4:00 p.m., Central Time (5:00 p.m., Eastern Time).
The Annual Meeting is being held:
| 1. | to elect, each for a term expiring at the 2028 Annual Meeting of Stockholders or until a successor has been duly elected and qualified, the following individuals to our Board of Directors: Christina Favilla and Jocelyn Moore; |
| 2. | to ratify the appointment of RSM US LLP as our independent registered public accounting firm for the 2025 fiscal year; and |
| 3. | to consider and act upon such other business as may properly come before the annual meeting. |
These items of business are described in the Proxy Statement that follows this notice. Holders of record of shares of OppFi’s Class A common stock, par value $0.0001 per share, and/or shares of Class V common stock, par value $0.0001 per share, as of the close of business on April 14, 2025 are entitled to notice of, and to vote at, the Annual Meeting, or any continuation, postponement or adjournment thereof. A complete list of such stockholders will be open to the examination of any stockholder for a period of ten days prior to the Annual Meeting for a purpose germane to the meeting at our principal executive offices.
Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted at the Annual Meeting. Therefore, I urge you to promptly vote and submit your proxy via the internet, by phone or by signing, dating and returning the enclosed proxy card in the enclosed envelope, which requires no postage if mailed in the United States. If you have received a proxy card, instructions regarding how you can vote are contained on the proxy card. If you decide to attend the Annual Meeting, you will be able to vote in person, even if you have previously submitted your proxy.
By Order of the Board of Directors,
Marv Gurevich
General Counsel and Secretary
April 29, 2025
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to be held on June 10, 2025: This notice of Annual Meeting, the related proxy statement and our 2024 Annual Report on Form 10-K are available at www.proxydocs.com/OPFI.
Our Board unanimously recommends that you vote “FOR” each of these proposals and “FOR” each of the director nominees.
| Proxy Statement | 1 | ||||
|---|---|---|---|---|---|
| General Information About the Meeting | General Information About the Annual Meeting and Voting | 1 | |||
| Board of Directors | Proposal 1 — Election of Directors | 6 | |||
| Board Overview | 6 | ||||
| Director Nomination Process | 6 | ||||
| Director Nominees | 7 | ||||
| Class I Director Nominees for Election for a Three-Year Term Expiring at the 2028 Annual Meeting | 7 | ||||
| Continuing Class II Directors to Serve Until the 2026 Annual Meeting | 8 | ||||
| Continuing Class III Directors to Serve Until the 2027 Annual Meeting | 9 | ||||
| Vote Required for Approval | 10 | ||||
| Audit Committee Matters | Proposal 2 — Ratification of Appointment of Independent Registered Public Accounting Firm | 11 | |||
| Appointment of Independent Registered Public Accounting Firm | 11 | ||||
| Audit, Audit-Related, Tax and All Other Fees | 11 | ||||
| Pre-Approval Policies and Procedures | 11 | ||||
| Vote Required for Approval | 12 | ||||
| Audit Committee Report | 13 | ||||
| Executive Officers | 14 | ||||
| Corporate Governance | 15 | ||||
| Corporate Governance Guidelines and Code of Business Conduct and Ethics | 15 | ||||
| Board Composition | 15 | ||||
| Controlled Company Status | 15 | ||||
| Director Independence | 16 | ||||
| Board Leadership Structure | 16 | ||||
| Committees of the Board | 17 | ||||
| Board and Board Committee Meetings and Attendance | 18 | ||||
| Executive Sessions | 18 | ||||
| Director Attendance at Annual Meeting of Stockholders | 18 | ||||
| Compensation Consultants | 19 | ||||
| Compensation Committee Interlocks and Insider Participation | 19 | ||||
| Related Party Transaction Policy | 19 | ||||
| Board Role in Risk Oversight | 19 | ||||
| Delinquent Section 16(a) Reports | 20 | ||||
| Limitation on Liability and Indemnification Matters | 20 | ||||
| Anti-Hedging Policy | 21 | ||||
| Insider Trading Policy | 21 | ||||
| Communications with the Board | 21 | ||||
| Director Compensation | 22 | ||||
| Executive Compensation | 23 | ||||
| Overview of Executive Compensation | 23 | ||||
| 2024 Compensation of Named Executive Officers | 23 | ||||
| Summary Compensation Table | 25 | ||||
| Employment Arrangements | 25 | ||||
| Security Ownership of Certain Beneficial Owners and Management | 28 | ||||
| Certain Relationships and Related Party Transactions | 31 |
| Related Party Transactions in Connection with the Business Combination | 31 |
| Other Related Party Transactions | 32 |
| Householding Information | 33 |
| Stockholder Proposals and Director Nominations | 34 |
| Where You Can Find More Information | 35 |
130 E. Randolph Street, Suite 3400
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