Independent
Tenure on this board
2.4 yrs
1 nominee · 4 ballot items.
Four proposals: elect one Class I director (Mohit Daswani); ratify Deloitte & Touche LLP as independent auditors for 2026; approve, on an advisory non-binding basis, the compensation of the named executive officers (Say-on-Pay); and indicate, on an advisory non-binding basis, the preferred frequency (one, two, or three years) of future Say-on-Pay votes.
Elect the one Class I director nominee, Mohit Daswani, to serve until the 2027 annual meeting (one-year term) or until his successor is elected and qualified.
Ratify the selection of Deloitte & Touche LLP as Oportun’s independent registered public accounting firm for the year ending December 31, 2026.
An advisory, non-binding vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement (Say-on-Pay).
This advisory, non-binding Say-on-Pay proposal asks stockholders to approve the overall compensation program for the Company’s named executive officers as disclosed in the proxy statement. Management seeks this advisory approval to confirm that its compensation philosophy, which emphasizes pay-for-performance through a mix of base salary, annual cash incentives, PSUs and RSUs, and retention awards, aligns with stockholder interests. The compensation and leadership committee has designed annual incentives weighted to corporate metrics (Adjusted EBITDA and Annualized Net Charge-Off Rate in 2025) and longer-term PSUs tied to Economic ROA with an rTSR modifier to align near-term financial discipline with long-term shareholder returns. Contextually, 2025 marked improved financial performance and profitability for the Company, balance sheet strengthening, and leadership transitions that included retention and new-hire awards; these elements influence both pay design and shareholder perceptions. The Board supports the proposal because it views the program as effective at motivating and retaining leadership while aligning with corporate strategy and risk controls; it also commits to considering the advisory vote’s outcome when making future compensation decisions. The non-binding nature means the Board and committee retain discretion, but a significant vote against could prompt changes; management highlights that the vote is intended to reflect stockholder views on overall pay philosophy rather than specific awards. Given the Company’s recent performance improvements and the committee’s disclosure of metrics, the Board recommends a vote FOR to endorse its compensation approach while remaining responsive to investor feedback.
An advisory, non-binding vote to indicate stockholders' preferred frequency—one year, two years, or three years—for future advisory votes on executive compensation.
This advisory proposal asks shareholders to indicate their preferred frequency—one, two, or three years—for future non-binding Say-on-Pay votes. Management’s recommendation is for an annual (one-year) vote, arguing that compensation decisions are made annually and more frequent advisory input enables closer alignment and ongoing dialogue between stockholders and the Board and compensation committee. The vote is non-binding: the alternative receiving the most votes will be considered the stockholders’ preference but does not compel a change in policy. In context, the Board frames the recommendation as a governance practice to increase accountability and allow shareholders more regular feedback, particularly given recent executive transitions, retention grants, and substantive changes to pay design (including PSUs tied to Economic ROA and rTSR modifiers). An annual frequency would allow shareholders to react more promptly to material changes in executive pay or company performance, whereas multi-year frequencies could reduce responsiveness but lessen administrative cadence. The Board signals it will consider the voting outcome as part of its governance and compensation engagement, but retains discretion given the advisory nature. For institutional investors, the practical implications include whether to allocate engagement resources annually versus less frequently and how that choice affects alignment of pay outcomes with performance over different time horizons. The Board’s rationale centers on governance responsiveness and regular oversight of compensation decisions that are made yearly.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Neuberger Berman Group LLC | 8.3% | 3,809,912 | $18M |
| 2 | Forager Capital Management, LLC | 7.3% | 3,361,726 | $15M |
| 3 | FINDELL CAPITAL MANAGEMENT LLC | 6.0% | 2,748,300 | $13M |
| 4 | MILLENNIUM MANAGEMENT LLC | 4.9% | 2,253,182 | $10M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 3.6% | 1,628,478 | $8M |
| 6 | Long Focus Capital Management, LLC | 3.3% | 1,515,777 | $7M |
| 7 | BlackRock, Inc. | 3.2% | 1,477,068 | $7M |
| 8 | DIMENSIONAL FUND ADVISORS LP | 2.8% | 1,285,796 | $6M |
| 9 | Simcoe Capital LLC | 2.2% | 1,002,271 | $5M |
| 10 | BlackRock, Inc. | 2.1% | 964,651 | $4M |
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