Disclaimer
The views expressed on this website represent the opinions of Findell Capital Partners, LP and the other participants in its anticipated solicitation (collectively, the “Participants”), which beneficially own shares of Oportun Financial Corporation (the“Company”) and are based on publicly available information with respect to the Company. The Participants recognize that there may be confidential information in the possession of the Company that could lead it or others to disagree with the Participants’ conclusions. The Participants reserve the right to change any of the opinions expressed herein at any time as they deem appropriate and disclaim any obligation to notify the market or any other party of any such changes. The Participants disclaim any obligation to update the information or opinions contained on this website.
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CERTAIN INFORMATION CONCERNING THEPARTICIPANTS
Findell Capital Management LLC ("Findell"), together withthe other participants named herein, has filed a preliminary proxy statement and accompanying WHITE universal proxy card with the Securities and Exchange Commission ("SEC") to be used to solicit votes for the election of Findell's slate of highly-qualified director nominees at the 2025 annual meeting of stockholders of Oportun Financial Corporation, a Delaware corporation (the "Company").
FINDELL STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS, INCLUDING A PROXY CARD, AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE ATHTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY SOLICITOR.
The participants in the anticipated proxy solicitation are expected to be Findell, Findell Capital Partners, LP ("Findell Partners"), Finn Management GP LLC ("Findell Management"), Brian Finn and Warren Wilcox.
As of the date hereof, Findell Partners directly beneficially owns 2,131,000 shares of common stock, $0.0001 par value per share (the"Common Stock"), of the Company, 1,000 shares of which are held in record name. As the investment manager of Findell Partners and certain separately managed accounts (the "Findell SMAs"), Findell may be deemed to beneficially own the 2,131,000 shares of Common Stock beneficially owned directly by Findell Partners and the 1,310,300 shares of Common Stock held in the Findell SMAs. As the general partner of Findell Partners, Findell GP may be deemed to beneficially own the 2,131,000 shares of Common Stock beneficially owned directly by Findell Partners. As the member and sole director of Findell and the managing member of Findell GP, Mr. Finn may bedeemed to beneficially own the 2,131,000 shares of Common Stock beneficially owned directly by Findell Partners and the 1,310,300 shares of Common Stock held in the Findell SMAs. As of the date hereof, Mr. Wilcox does not own any shares of Common Stock.
While competitors like OneMain Holdings, Inc. ("OMF") kept their operating expenses (“opex”) per loan and corporate head count flat from 2019 to 2023, Oportun grew its aggressively by 109% and 70%.1
Unnecessary acquisitions caused the Company to deviate from its core lending mission and generated substantial losses – for instance, the Company wasted $211 million on the value-destructive acquisition of Hello Digit, Inc. (“Digit”) in 2021, or 12x its book value.2
Findell’s involvement eventually forced a pivot away from these excesses in 2024, but in our view, the pivot occurred far too slowly and with great resistance from the legacy Board. As a result of this delay, stockholders have had to suffer a 40% dilution since our engagement began in order to cover the Company's strategic blunders.3
1 OMF filings; Company filings.
2 Oportun completes acquisition of Digit, a neobanking company and platform
3 Oportun's weighted average common shares outstanding reported as of Q1 2023 was approximately 34 million; by Q4 2024, that figure had ballooned to 43.5 million, plus an additional 4.8 million shares issuable on conversion of warrants recently issued by the Company.
Despite its small market capitalization (<$200 million), Oportun is overseen by a bloated 10-person staggered Board with only four directors who appear independent from management.
Many of the legacy directors have worked with each other and with Mr. Vazquez in prior professional roles, forcing us to question the degree of independent oversight actually being exercised.4
Not one of the six legacy Board members has lending experience.
The Board refused our ask to reshuffle its committee heads and its lead director to include members with lending experience.
The Board refused our call to shrink from 10 directors to eight directors.
4 As we described in a previous letter: Findell Capital Management Issues Open Letter to Board and Shareholders of Oportun (NASDAQ: OPRT) Calling for Leadership Change
Our nominee, Warren Wilcox, has relevant industry experience and is entirely independent of both Findell and Oportun. With the election of Mr. Wilcox, the entrenched legacy Board members will no longer constitute a majority, and the Board can be led by the independent directors.
With an independent Board overseeing management, we believe Oportun should be able to achieve 8-10% pre-tax Return on Assets (compared to its current goal of 3-4%). We believe the Company can further reduce costs so that its opex ratio, which currently stands at 15%, targets 10% and is more in line with best-in-class operator OMF at less than 7%.
We believe the Board should remove the self-imposed interest rate cap of 36% so that Oportun can better serve its customer base.
We’re advocating for the Board to de-stagger itself and ensure it is fully independent with no professional or personal ties to management. We also support the appointment of current directors who have lending experience (Mr. Parker, Mr. Tambor and Carlos Minetti) to Board leadership roles.
Since the appointment of independent lending experts Scott Parker and Richard Tambor to the Board in 2024 as part of our cooperation agreement with the Company, Oportun’s total return has meaningfully improved – demonstrating the importance of proper Board oversight: 5
5 Data sourced from Bloomberg.
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Saratoga Proxy Consulting LLCJohn Ferguson
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Longacre Square PartnersGreg Marose / Bela Kirpalani
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