DEFA14A: Oportun Defends CEO Raul Vazquez Amidst Proxy Contest, Citing Strong Leadership and Growth

Oportun Financial Corporation urges stockholders to re-elect CEO Raul Vazquez and Carlos Minetti to the Board, highlighting Vazquez's leadership in transforming the company and delivering improved financial performance, while opposing Findell Capital Management's nominee.

Summary

• Oportun Financial Corporation issued a letter to stockholders urging them to vote FOR its Director candidates, CEO Raul Vazquez and Carlos Minetti, using the GREEN proxy card for the Annual Meeting on July 18, 2025.
• Findell Capital Management, LLC is seeking to remove Raul Vazquez from the Board of Directors and replace him with Warren Wilcox.
• The Board of Directors unanimously concluded that Mr. Vazquez is the best person to lead the Company forward, emphasizing his valuable skills, experience, and institutional knowledge.
• Under Mr. Vazquez's leadership since 2012, Oportun transformed from a small, regional lender into a national, digitally-driven company, expanding from two states to 41 states and growing its loan portfolio from $100 million to approximately $3 billion.
• In 2024, Oportun returned to originations growth, delivered improved credit metrics, and reduced its operating expense ratio, with this momentum continuing into the first quarter of 2025.
• Mr. Vazquez's leadership has been recognized by various organizations, including Oportun being named a top workplace, one of the World's Most Innovative Companies by Fast Company, and included on TIME magazine's list of 50 Businesses Inventing the Future.
• The Board argues that Findell's candidate, Warren Wilcox, lacks public company CEO experience, has limited experience with Oportun's customer base, and has not served on a public company board in over a decade.
• Removing Mr. Vazquez would be highly unusual, as approximately 97% of Russell 3000 boards include the company's CEO, and would send a disruptive message to stakeholders.

Sentiment

Score: 8

Explanation: The document presents a strong defense of current management, highlighting significant achievements, improved financial performance, and positive market recognition. While it addresses a proxy contest, the tone is confident and emphasizes positive momentum and strategic alignment, suggesting a favorable outlook from the company's perspective.

Positives

• CEO Raul Vazquez has a proven track record of effective leadership, including overseeing a $60 billion revenue division at Walmart and leading significant growth at Walmart.com.
• Under Mr. Vazquez's leadership, Oportun's loan portfolio grew from $100 million in 2012 to approximately $3 billion today.
• Oportun expanded its operations from two states to 41 states and into adjacent products like secured loans and savings products.
• In 2024, Oportun returned to originations growth, delivered improved credit metrics, and reduced its operating expense ratio.
• The strong financial momentum continued during the first quarter of 2025, supported by a more efficient cost structure and stronger credit performance.
• Oportun's total stockholder returns have significantly outperformed both peers and the broader markets over recent time periods.
• Oportun has received national recognition as a top workplace, one of the World's Most Innovative Companies by Fast Company, and was included on TIME magazine's list of 50 Businesses Inventing the Future.
• Mr. Vazquez has extensive public board experience, serving on the Boards of Staples, Inc. and Intuit, with Chairs of both companies praising his leadership and strategic vision.

Negatives

• Findell Capital Management, LLC is seeking to remove Oportun's CEO, Raul Vazquez, from the Board of Directors.
• The Board believes Findell's candidate, Warren Wilcox, is far less qualified, lacking public company CEO experience, having limited experience serving lowand middle-income customers, and not having served on a public company board in over a decade.
• Replacing Mr. Vazquez would jeopardize continuity, leadership, and business insight, and send a disruptive message to employees, stockholders, and other stakeholders.

Risks

• The company's actual results, performance, or achievements may be materially different from any future results, performance, or achievements expressed or implied by forward-looking statements due to known and unknown risks, uncertainties, assumptions, and other factors.
• Risks and uncertainties include those described in the company's filings with the Securities and Exchange Commission, including the most recent annual report on Form 10-K for the year ended December 31, 2024, and subsequent SEC filings.
• The removal of the CEO from the Board, especially when performance is improving, could jeopardize continuity, leadership, and business insight.
• Removing the CEO could send a disruptive message to employees, stockholders, and other stakeholders.

Future Outlook

Oportun believes it is well-positioned to deliver strong financial results in 2025, supported by a more efficient cost structure and stronger credit performance.

Management Comments

• The Board of Directors strongly urges all Oportun stockholders to vote FOR Oportun's two highly qualified nominees, Mr. Vazquez and Carlos Minetti, using the GREEN proxy card or GREEN voting instruction form.
• Mr. Vazquez has valuable skills, experience and institutional knowledge that make him an exceptional CEO and effective Board member.
• Mr. Vazquez is deeply committed to Oportun's success, and as a top ten Oportun stockholder who has made significant out-of-pocket stock purchases beyond his executive compensation plan, his interests are firmly aligned with those of stockholders.
• Supplanting the Board's unanimous judgment and removing Mr. Vazquez from the Board – especially at a time when the Company's performance is improving and its momentum is building – would be a mistake.
• We believe you will reach the same conclusion as our Board: that Mr. Vazquez is the right leader for Oportun and that his reelection is the best way to protect and enhance stockholder value.

Industry Context

Oportun operates as a mission-driven financial services company, primarily serving a diverse customer base with particular strength among value-conscious and lower-to-middle income households. The company's transformation from a regional lender to a national, digitally-driven entity reflects broader trends in financial technology and digital expansion within the lending sector.

Comparison to Industry Standards

• Oportun's total stockholder returns have significantly outperformed both peers and the broader markets over recent time periods, indicating strong relative performance.
• The Board highlights that approximately 97% of Russell 3000 boards include the company's CEO, suggesting that removing Oportun's CEO would be highly unusual compared to common corporate governance practices in the broader market.

Corporate Governance

Legal Proceedings

• Proxy contest initiated by Findell Capital Management, LLC seeking to remove CEO Raul Vazquez from the Board of Directors.

Related Party Transactions

• Raul Vazquez, as a top ten Oportun stockholder, has made significant out-of-pocket stock purchases beyond his executive compensation plan, aligning his interests with those of stockholders.

Stakeholder Impact

• Shareholders: Urged to vote for current nominees to protect and enhance stockholder value; potential for disruptive message if CEO is removed.
• Employees: Potential for a disruptive message if CEO is removed.
• Other stakeholders: Potential for a disruptive message if CEO is removed.

Next Steps

• Stockholders are urged to vote FOR Raul Vazquez and Carlos Minetti on the GREEN proxy card.
• The Annual Meeting of Stockholders will be held on July 18, 2025.

Key Dates

Recommendation

Keywords

Oportun, OPRT, Raul Vazquez, Carlos Minetti, Findell Capital Management, proxy contest, corporate governance, financial services, lending, annual meeting, stockholder value, CEO, board of directors, financial performance, growth, credit metrics, operating expense