Oportun Financial (OPRT) Proxy filing summary

Executive summary

• Achieved significant financial improvements in 2025, including $25M GAAP net income, $0.53 diluted EPS, and 89% growth in adjusted EPS to $1.36.

• Reduced corporate debt by 30% ($70M), improved funding profile, and increased unrestricted cash by 76% to $106M.

• Launched risk-based pricing and payment protection initiatives to drive future revenue and profitability.

• Leadership transitions included a new CEO and Chief Risk Officer, with a focus on disciplined credit management and operational excellence.

Voting matters and shareholder proposals

• Election of one Class I director (Mohit Daswani) for a one-year term as part of board declassification.

• Ratification of Deloitte & Touche LLP as independent auditor for 2026.

• Advisory vote on executive compensation (say-on-pay) and on the frequency of future say-on-pay votes (board recommends annual).

Board of directors and corporate governance

• Board reduced from nine to seven members, with eight of nine directors independent prior to the meeting.

• Transition to annual election of all directors by 2028, ending staggered terms.

• Enhanced governance: removed supermajority voting, robust code of conduct, annual evaluations, and stock ownership guidelines.

• Board committees (audit and risk, compensation and leadership, credit risk and finance, nominating/governance/social responsibility) composed entirely of independent directors.