DEF 14A of Oportun Financial Corp, May 13, 2024

DEF 14A of Oportun Financial Corp

Filed May 13, 2024 · FY20230001140361-24-025722

Open on EDGAR

  1. DIRECTORS

    DIRECTORS

  2. DIRECTORS

    | Name | Age | Director since | Independent | Committees | | Directors whose terms expire in 2026 | | | | | | Jo Ann Barefoot | 74 | 2016 | ✔ | • Credit Risk and Finance • Nominating, Governance and Social Responsibility | | Sandra A. Smith | 53 | 2021 | ✔ | • Audit and Risk (Chair) • Credit Risk and Finance | | Mohit Daswani | 49 | 2024 | ✔ | • Audit and Risk • Compensation and Leadership | | Directors whose terms expire in 2025 | | | | | | Carlos Minetti | 61 | 2024 | ✔ | • Credit Risk and Finance • Nominating, Governance and Social Responsibility | | Scott Parker | 56 | 2024 | ✔ | • Audit and Risk • Compensation and Leadership | | Raul Vazquez | 52 | 2012 | | None | | R. Neil Williams Independent Lead Director | 71 | 2017 | ✔ | • Audit and Risk • Credit Risk and Finance (Chair) | | Director nominees whose terms would expire in 2027 | | | | | | Ginny Lee | 57 | 2021 | ✔ | • Compensation and Leadership • Nominating, Governance and Social Responsibility (Chair) | | Louis Miramontes | 69 | 2014 | ✔ | • Audit and Risk • Compensation and Leadership | | Richard Tambor | 62 | N/A | ✔ | • Credit Risk and Finance (anticipated) • Nominating, Governance and Social Responsibility (anticipated) |

  3. We pay for performance and manage Oportun for the long-term

    We pay for performance and manage Oportun for the long-term

  4. We pay for performance and manage Oportun for the long-term

    | Effective Design | • | Focus on superior corporate results and stockholder value creation, with appropriate consideration of risk | | | • | Foster a performance-based culture, where rewards are distributed based upon results-focused goals | | | • | Recognize and reward our executive officers fairly for achieving or exceeding rigorous corporate and individual objectives | | | • | Balanced compensation philosophy utilizing a mix of cash and equity, short-term and long-term elements, and fixed and variable (at-risk) incentives | | | • | Implementation of a new performance-based restricted stock unit (“PSU”) program for our executives | | | • | Commitment to our mission | | Governance Practices | • | Independent compensation consultant who works exclusively for the compensation and leadership committee | | | • | Robust stock ownership and holding requirements | | | • | Annual advisory “Say-on-Pay” vote | | | • | Clawback policies providing ability to recover incentive cash compensation and performance-based equity awards based on financial results that were subsequently restated | | | • | No hedging or pledging of stock allowed |

  5. We pay for performance and manage Oportun for the long-term

    | | iii |

  6. Proposal No. 1 — Election of Directors

    Proposal No. 1 — Election of Directors Our Board has nominated Ms. Lee, Mr. Miramontes, and Mr. Tambor for election as Class II directors at the Annual Meeting. Each has consented to being named as a nominee in this proxy statement and to serve as a Class II director, if elected. Ms. Lee and Mr. Miramontes are currently directors of the Company. Mr. Tambor is currently a Board observer of the Company. The current term of Mr. Banks will expire at the Annual Meeting. Our Board thanks Mr. Banks for his distinguished service as director and for his significant contributions to Oportun. For information concerning the nominees, see “Board of Directors Biographies.” Our Board is currently composed of ten members. In accordance with our amended and restated certificate of incorporation, our Board is divided into three classes with staggered three-year terms. One class is elected each year at the annual meeting of stockholders for a term of three years. This classification of our Board may have the effect of delaying or preventing changes in control of the Company. Our directors are divided into the three classes as follows:

  7. Proposal No. 1 — Election of Directors

    | • | Class I directors: Ms. Barefoot, Ms. Smith and Mr. Daswani, whose terms will expire at the annual meeting of stockholders to be held in 2026. |

  8. Proposal No. 1 — Election of Directors

    | • | Class II directors: Ms. Lee, Mr. Miramontes, and Mr. Tambor, if elected at this Annual Meeting, will serve until their terms expire at the annual meeting of stockholders to be held in 2027 and until their successors have been duly elected and qualified, or their earlier death, resignation, or removal. |

  9. Proposal No. 1 — Election of Directors

    | • | Class III directors: Mr. Minetti, Mr. Parker, Mr. Vazquez, and Mr. Williams, whose terms will expire at the annual meeting of stockholders to be held in 2025. |

  10. Proposal No. 1 — Election of Directors

    We believe that all nominees will be able and willing to serve if elected. However, if any nominee should become unable or unwilling to serve for any reason, proxies may be voted for another person nominated as a substitute by the Board, or the Board may reduce the number of directors that constitute our Board.

  11. C - Committee Chair M - Committee Member L - Lead Independent Director E - Audit Committee Financial Expert

    | * Mr. Banks was not nominated for re-election at the 2024 annual meeting of stockholders. |

  12. Board of Directors Biographies

    Board of Directors Biographies The following is biographical and certain other information for each of our directors who are nominated for election to our Board and for our continuing directors as of April 24, 2024:

  13. Board of Directors Biographies

    | Name | Age | Class | Position | Director Since | Current Term Expires | Expiration of Term for Which Nominated | | Nominees for Director | | | | | | | | Ginny Lee(3)(4) | 57 | II | Director | 2021 | 2024 | 2027 | | Louis P. Miramontes(1)(3) | 69 | II | Director | 2014 | 2024 | 2027 | | Richard Tambor | 62 | II | N/A(6) | N/A | N/A | 2027 | | Continuing Directors | | | | | | | | Jo Ann Barefoot(2)(4) | 74 | I | Director | 2016 | 2026 | — | | Mohit Daswani(1)(3) | 49 | I | Director | 2024 | 2026 | — | | Sandra A. Smith(1)(2) | 53 | I | Director | 2021 | 2026 | — | | Carlos Minetti(2)(4) | 61 | III | Director | 2024 | 2025 | — | | Scott Parker(1)(3) | 56 | III | Director | 2024 | 2025 | — | | Raul Vazquez | 52 | III | Director and Chief Executive Officer | 2012 | 2025 | — | | R. Neil Williams (1)(2)(5) | 71 | III | Director | 2017 | 2025 | — | | Non-Continuing Director | | | | | | | | Roy Banks(3)(4)(7) | 57 | II | Director | 2021 | 2024 | — |

  14. Board of Directors Biographies

    | (1) Member of the audit and risk committee. |

  15. Board of Directors Biographies

    | (2) Member of the credit risk and finance committee. |

  16. Board of Directors Biographies

    | (3) Member of the compensation and leadership committee. |

  17. Board of Directors Biographies

    | (4) Member of the nominating, governance and social responsibility committee. |

  18. Board of Directors Biographies

    | (5) Lead Independent Director. |

  19. Board of Directors Biographies

    | (6) Currently serves as a Board Observer. |

  20. Board of Directors Biographies

    | (7) The current term of Mr. Banks will expire at the Annual Meeting. Our Board thanks Mr. Banks for his distinguished service as director and significant contributions to Oportun. |

  21. Director Nominees

    Director Nominees Ginny Lee has served as a member of our Board since September 2021. From December 2016 to June 2021, Ms. Lee served as the President and Chief Operating Officer of Khan Academy, a non-profit online education technology organization. Prior to Khan Academy, Ms. Lee spent more than 17 years at Intuit where she held multiple senior operational and technical roles, including Senior Vice President and General Manager of Intuit’s Employee Management Solutions Division, as well as Chief Information Officer. She currently serves as an advisor and director for several private companies. Ms. Lee received dual baccalaureate degrees in Business Economics and Organizational Behavior and Management from Brown University and a M.B.A. from the Stanford Graduate School of Business. We believe that Ms. Lee’s strong background of business, technology leadership roles and experience bringing products to market enable her to make valuable contributions to our Board.

  22. Director Nominees

    | | 27 |

  23. Director Nominees

    Louis P. Miramontes has served as a member of our Board since October 2014. Mr. Miramontes is an experienced financial executive and qualified audit committee financial expert. He was a senior partner at KPMG LLP, a public accounting firm, from 1976 to September 2014, where he served in leadership functions, including Managing Partner of the KPMG San Francisco office and Senior Partner KPMG’s Latin American Region. Mr. Miramontes was also an audit partner directly involved with providing audit services to public and private companies, which included serving with client boards of directors and audit committees regarding financial reporting, auditing matters, SEC compliance and Sarbanes-Oxley regulations. Mr. Miramontes currently serves on the board of directors of Lithia Motors, Inc. and a private company, and previously served on the board of directors of Rite Aid Corporation. Mr. Miramontes received a B.S. in Business Administration from California State University, East Bay, and he is a Certified Public Accountant in the State of California. We believe Mr. Miramontes is qualified to serve on our Board due to his professional experience and deep audit and financial reporting expertise. Richard Tambor has served as an observer on our Board since April 2024. Mr. Tambor previously served as the Executive Vice President and Chief Risk Officer at OneMain Holdings, Inc. (“OneMain”), from May 2014 to December 2022. Prior to OneMain, Mr. Tambor served as the Senior Vice President of Risk Management from 2011 to 2013, and as the Senior Vice President and Chief Risk Officer of Retail Financial Services from 2009 to 2011 at JPMorgan Chase & Co. Prior to joining JPMorgan, Mr. Tambor served as the Managing Director at Novantas LLC, from 2008 to 2009. Prior to Novantas LLC, Mr. Tambor served at American Express Travel Related Services Co., Inc. (parent organization of American Express) from 1987 to 2005, where he held several senior management positions, including President and General Manager, Senior Vice President and General Manager of Small Business Lending, Senior Vice President and Chief Risk Officer, Vice President Customer Management of Institutional Risk Management, and Vice President of Worldwide Authorizations. Mr. Tambor previously served as a member on the board of directors at several non-profit organizations, including Habitat for Humanity of Newark, New Jersey, the Cora Hartshorn Arboretum and Bird Sanctuary, and Count Me In for Women’s Economic Independence. Mr. Tambor received a B.A. in Economics from The Hebrew University of Jerusalem, and an M.A. in Economics from New York University. We believe that Mr. Tambor’s extensive experience and leadership in the consumer finance industry and risk management experience enable him to make valuable contributions to our Board.

  24. Continuing Directors

    Continuing Directors Jo Ann Barefoot has served as a member of our Board since October 2016. Ms. Barefoot is CEO and Founder of the nonprofit organization AIR - the Alliance for Innovative Regulation, Co-founder of Hummingbird RegTech, CEO of Barefoot Innovation Group and host of the podcast show Barefoot Innovation. Ms. Barefoot was a Senior Fellow at the John F. Kennedy School of Government’s Mossovar-Rahmani Center for Business and Government at Harvard University from July 2015 to June 2017. She serves on the Milken Institute FinTech Advisory Committee and previously served on the Consumer Advisory Board of the Consumer Financial Protection Bureau.Ms. Barefoot previously chaired the boards of directors of the Financial Health Network and FinRegLab and is still on the latter board. She previously served as Deputy Comptroller of the Currency, on the staff of the U.S. Senate Committee on Banking, Housing and Urban Affairs, as Co-Chair of the consulting firm Treliant Risk Advisors, as a Partner and Managing Director at KPMG Consulting and as Director of Mortgage Finance for the National Association of Realtors. Ms. Barefoot received a B.A. in English from the University of Michigan. We believe that Ms. Barefoot’s deep understanding of consumer finance and experience in government and community service provide her with a uniquely diverse perspective that benefits our Board. Mohit Daswani has served as a member of our Board since February 2024. He currently serves as the Chief Financial Officer of ThoughtSpot, Inc., an AI-enabled business analytics company. Prior to joining ThoughtSpot in January 2020, Mr. Daswani was the Head of Finance & Strategy at Square, Inc. He previously held leadership roles in Corporate Development and Finance at PayPal, Inc. and was a private equity investor in the financial services, healthcare, and IT industries as a Principal at JMI Equity, a Principal at FTV Capital, and previously as a long-tenured private equity professional at J.P. Morgan. Mr. Daswani is also an advisory Board Member of

  25. Continuing Directors

    | | 28 |

  26. Continuing Directors

    Centana Growth Partners since 2018. Mr. Daswani holds a Bachelor’s degree in Economics from Columbia University and an M.B.A. from the Harvard Business School. We believe Mr. Daswani is qualified to serve as a member of our Board because of his extensive experience in the financial and technology sectors, as well as his leadership experience in the areas of investing, finance and accounting. Carlos Minetti has served as a member of our Board since February 2024. He was the Executive Vice President, President - Consumer Banking for Discover Financial Services (“Discover”), a role he held from February 2014 to September 2023. Previously, he served as Executive Vice President, President - Consumer Banking and Operations (2010 to 2014), Executive Vice President, Cardmember Services and Consumer Banking (2007 to 2010) and Executive Vice President for Cardmember Services and Chief Risk Officer (2001 to 2007). Prior to joining Discover, Mr. Minetti worked in card operations and risk management for American Express Company from 1987 to 2000, where he last served as Senior Vice President. Mr. Minetti currently serves as a member of the board of directors of Trustmark Mutual Holding Company, the Better Business Bureau of Chicago and Northern Illinois, and the Ann & Robert H. Lurie Children’s Hospital of Chicago Foundation. He was a member of the board of directors of Discover Bank from 2001 to 2023. Mr. Minetti holds a Bachelor’s degree in Industrial Engineering from Texas A&M University and an M.B.A. from the Booth School of Business at The University of Chicago. We believe that Mr. Minetti’s extensive risk management experience in the consumer finance industry enable him to make valuable contributions to our Board. Scott Parker has served as a member of our Board since April 2024. Mr. Parker currently serves as Chief Financial Officer of NationsBenefits, LLC, since June 2022. Previously, Mr. Parker served as Executive Vice President and Chief Financial Officer of Ryder System, Inc. (“Ryder”), from April 2021 to June 2021. Prior to Ryder, Mr. Parker served as Executive Vice President and Chief Financial Officer of OneMain, from November 2015 to March 2019. Prior to OneMain, Mr. Parker served as Executive Vice President and Chief Financial Officer of CIT Group Inc., which was acquired by First Citizens BancShares, Inc., from 2010 to 2015. Since October 2022, Mr. Parker has served on the board of directors of DailyPay, Inc., where he is also the Chairman of its Audit and Risk Committee since November 2023. He also served on the board of directors of Feeding South Florida, a non-profit organization, from 2019 to 2022, where he served as Treasurer and as a member of the Finance Committee. Mr. Parker earned a B.S. in Agricultural Economics from Cornell University. We believe Mr. Parker is qualified to serve as a member of our Board because of his extensive leadership experience and background in financial services. Sandra A. Smith has served as a member of our Board since September 2021. From 2018 to April 2021, Ms. Smith served as the Chief Financial Officer of Segment.io (“Segment”), which was acquired by Twilio Inc (“Twilio”). Before joining Segment, Ms. Smith served as the Vice President, Finance at Twilio, from 2013 to 2018, and in various roles at Akamai Technologies, Inc. from 2003 to 2013. Ms. Smith currently serves as a director at several private companies. Ms. Smith holds a B.F.A. from the University of Michigan, an M.B.A. from Boston College Carroll Graduate School of Management and a J.D. from Boston College Law School. We believe that Ms. Smith is qualified to serve on our Board due to her broad operational experience at high-tech companies and significant leadership experience in the areas of finance, accounting, and audit oversight. Raul Vazquez has served as our Chief Executive Officer and as a member of our Board since April 2012. Prior to joining Oportun, Mr. Vazquez served in various positions since 2002 at Walmart.com and Walmart Inc., including three years as Chief Executive Officer of Walmart.com. Mr. Vazquez has served as member of the board of directors of Intuit Inc. since May 2016 and previously served as a director of Staples, Inc. from 2013 to 2016. In addition, Mr. Vazquez has served as a member of the Consumer Advisory Board of the CFPB and the Community Advisory Council of the Federal Reserve Board, where he also served as Chair. Mr. Vazquez received a B.S. and M.S. in Industrial Engineering from Stanford University and an M.B.A. from the Wharton Business School at the University of Pennsylvania. We believe Mr. Vazquez’ experience in our industry, his role as our Chief Executive Officer, and his extensive insight to the Company enable him to make valuable contributions to our Board.

  27. Continuing Directors

    | | 29 |

  28. Continuing Directors

    R. Neil Williams has served as a member of our Board since November 2017. Mr. Williams has served as Executive Vice President and Chief Financial Officer at Intuit Inc. from January 2008 to February 2018. Prior to joining Intuit, from April 2001 to September 2007, Mr. Williams served as Executive Vice President of Visa U.S.A., Inc. and from November 2004 to September 2007, he served as Chief Financial Officer. During the same period, Mr. Williams held the dual role of Chief Financial Officer for Inovant LLC, Visa’s global IT organization. He has been an independent director of RingCentral, Inc. since March 2012 and previously served on the board of directors of Amyris, Inc. from May 2013 to March 2020. His previous banking experience includes senior financial positions at commercial banks in the Southern and Midwestern regions of the United States. Mr. Williams, a certified public accountant, received his bachelor’s degree in business administration from the University of Southern Mississippi. We believe that Mr. Williams’s professional experience in the areas of finance, accounting, and audit oversight enables him to make valuable contributions to our Board.

  29. Non-Continuing Directors

    Non-Continuing Directors Roy Banks has served as a member of our Board since September 2021. Mr. Banks currently serves as Chief Executive Officer and a director of Nexio. Mr. Banks previously served as Chief Executive Officer and director of Weave Communications from December 2020 to September 3, 2022. Prior to joining Weave Communications, he served as a CEO Partner of Tritium Partners from July 2019 to August 2020. Prior to that, he was the President of the LoadPay Business Unit from July 2018 to March 2019, a board member for Truckstop from May 2017 to March 2019, and a board member of TEZ Technology from May 2014 to December 2022. He also served as the CEO of Network Merchants Inc. from May 2014 to May 2018. Mr. Banks currently serves as a Venture Partner for Pelion Venture Partners and a board member for Complete Merchant Services. Mr. Banks graduated from Utah Valley University with a B.A. in Business Management.

  30. Non-Employee Director Compensation

    Non-Employee Director Compensation We compensate non-employee directors for their service on our Board with a combination of cash and equity awards, the amounts of which are commensurate with their role and involvement and taking into consideration a competitive market analysis performed by Willis Towers Watson. Directors may be reimbursed for travel, food, lodging and other expenses directly related to their activities as directors. Directors are also entitled to the protection provided by their indemnification agreements and the indemnification provisions as described in our amended and restated certificate of incorporation and amended and restated bylaws. The compensation and leadership committee, which is comprised solely of independent directors, has the primary responsibility for reviewing and recommending to the Board the type and amount of compensation as well as changes to the compensation to be paid or awarded to non-employee directors, including any consulting, retainer, Board meeting, committee and committee chair fees and equity awards.

  31. Non-Employee Director Compensation

    | | 30 |

  32. Cash Compensation

    Non-employee directors were able to elect to receive a fixed percent up to 100% of their cash compensation earned for Board or committee service in the form of fully vested restricted stock units (“RSUs”) or cash. In 2023, for those directors who made an election to receive their compensation in the form of RSUs, the number of shares underlying such RSUs was calculated by dividing the amount of cash compensation earned by the non-employee director by the closing stock price on each grant date and rounded up to the nearest full share.

  33. Equity Compensation

    Equity Compensation Each then-serving non-employee director received an annual award of RSUs with a value of $125,000 and the then-serving Lead Independent Director received an additional equity award of RSUs with a value of $31,250 immediately after the 2023 annual meeting. The number of shares subject to the RSUs was determined based on the annual equity award value divided by the nine-month trailing average of the closing price of the Company’s stock on March 10, 2023 and rounded up to the nearest full share, resulting in an award of RSUs covering 19,441 shares of our common stock for each non-employee director, with the then-serving Lead Independent Director receiving an additional award of RSUs covering 4,860‬ shares of our common stock. The RSU awards vest upon the satisfaction of a one-year service-based vesting schedule, commencing June 2023, subject to the non-employee director continuing to provide services to us through the applicable vesting date. A non-employee director who is newly appointed to the Board other than in connection with an annual meeting of stockholders will receive a grant of RSUs upon appointment (an “Initial Director Award”). The number of shares subject to each Initial Director Award is determined based on the annual equity award value divided by the nine-month trailing average of the closing price of the Company’s stock on the grant date and rounded up to the nearest full share, but the Initial Director Award is prorated based on the portion of the time period remaining in the one-year period since the last annual meeting.

  34. Equity Compensation

    | | 31 |

  35. Non-Employee Director Compensation Table for Fiscal Year 2023

    Non-Employee Director Compensation Table for Fiscal Year 2023 The following table provides information regarding all compensation awarded to, earned by or paid to our non-employee directors for the year ended December 31, 2023:

  36. Non-Employee Director Compensation Table for Fiscal Year 2023

    | Director | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | Total ($) | | Carl Pascarella(2) | 70,712(3) | 144,591 | 215,303 | | Roy Banks | 57,744 | 115,674 | 173,418 | | Jo Ann Barefoot | 57,500 | 115,674 | 173,174 | | Mohit Daswani(4) | — | — | — | | Ginny Lee | 62,500(5) | 115,674 | 178,174 | | Louis P. Miramontes | 57,500 | 115,674 | 173,174 | | Carlos Minetti(4) | — | — | — | | Scott Parker(6) | — | — | — | | Sandra A. Smith | 65,387 | 115,674 | 181,061 | | David Strohm(7) | 21,972(8) | — | 21,972 | | Frederic Welts(7) | 27,129(9) | — | 27,129 | | R. Neil Williams | 70,985(10) | 115,674 | 186,659 |

  37. Non-Employee Director Compensation Table for Fiscal Year 2023

    | (1) This column reflects the aggregate grant date fair value of the RSUs granted as annual equity awards for Board service as described above (or in the case of Mr. Pascarella, such annual equity award plus an additional annual equity award for his service as then-serving Lead Independent Director) measured pursuant to FASB ASC 718, without regard to forfeitures. The assumptions used in calculating the grant date fair value of these awards are set forth in Note 2 and Note 11 to our Notes to the Consolidated Financial Statements included on our Annual Report on Form 10-K filed March 15, 2024. These amounts do not reflect the actual economic value that may be realized by the non-employee director. |

  38. Non-Employee Director Compensation Table for Fiscal Year 2023

    | (2) Mr. Pascarella retired as a member of the Board on November 4, 2023. |

  39. Non-Employee Director Compensation Table for Fiscal Year 2023

    | (3) Mr. Pascarella received 12,647 RSUs pursuant to an election to receive his retainer compensation for 2023 in the form of RSUs. |

  40. Non-Employee Director Compensation Table for Fiscal Year 2023

    | (4) Mr. Daswani and Mr. Minetti were both appointed to the Board on February 7, 2024 and therefore did not receive compensation for 2023. |

  41. Non-Employee Director Compensation Table for Fiscal Year 2023

    | (5) Ms. Lee received 11,288 RSUs pursuant to an election to receive her retainer compensation for 2023 in the form of RSUs. |

  42. Non-Employee Director Compensation Table for Fiscal Year 2023

    | (6) Mr. Parker was appointed to the Board on April 19, 2024 and therefore did not receive compensation for 2023. |

  43. Non-Employee Director Compensation Table for Fiscal Year 2023

    | (7) Mr. Strohm and Mr. Welts were not nominated for re-election at the 2023 annual meeting of stockholders. |

  44. Non-Employee Director Compensation Table for Fiscal Year 2023

    | (8) Mr. Strohm received 3,857 RSUs pursuant to an election to receive his retainer compensation for 2023 in the form of RSUs. |

  45. Non-Employee Director Compensation Table for Fiscal Year 2023

    | (9) Mr. Welts received 4,779 RSUs pursuant to an election to receive his retainer compensation for 2023 in the form of RSUs. |

  46. Non-Employee Director Compensation Table for Fiscal Year 2023

    | (10) Mr. Williams received 12,856 RSUs pursuant to an election to receive his retainer compensation for 2023 in the form of RSUs. |

  47. Non-Employee Director Compensation Table for Fiscal Year 2023

    | | 32 |

  48. Non-Employee Director Compensation Table for Fiscal Year 2023

    The following table lists all outstanding equity awards held by our non-employee directors as of December 31, 2023:

  49. Non-Employee Director Compensation Table for Fiscal Year 2023

    | Director | Stock Awards (#) | Stock Options (#) | | Carl Pascarella(1) | 34,908(2) | — | | Roy Banks | 9,721 | — | | Jo Ann Barefoot | 9,721 | 18,181 | | Mohit Daswani(3) | — | — | | Ginny Lee | 29,499(4) | — | | Louis P. Miramontes | 9,721 | 18,181 | | Carlos Minetti(3) | — | — | | Scott Parker(5) | — | — | | Sandra A. Smith | 9,721 | — | | David Strohm(6) | 19,917(7) | — | | Frederic Welts(6) | 14,079(8) | — | | R. Neil Williams | 40,834(9) | 18,181 |

  50. Non-Employee Director Compensation Table for Fiscal Year 2023

    | (1) Mr. Pascarella retired as a member of the Board on November 4, 2023. |

  51. Non-Employee Director Compensation Table for Fiscal Year 2023

    | (2) Comprises 34,908 fully vested shares subject to future release, earned pursuant to an election to receive his annual retainer compensation in the form of RSUs for the years of 2020, 2021, 2022 and 2023. |

  52. Non-Employee Director Compensation Table for Fiscal Year 2023

    | (3) Mr. Daswani and Mr. Minetti were both appointed to the Board on February 7, 2024 and therefore did not receive compensation for 2023. |

  53. Non-Employee Director Compensation Table for Fiscal Year 2023

    | (4) Includes 19,778 fully vested shares subject to future release, earned pursuant to an election to receive her annual retainer compensation in the form of RSUs for the years of 2022 and 2023. |

  54. Non-Employee Director Compensation Table for Fiscal Year 2023

    | (5) Mr. Parker was appointed to the Board on April 19, 2024 and therefore did not receive compensation for 2023. |

  55. Non-Employee Director Compensation Table for Fiscal Year 2023

    | (6) Mr. Strohm and Mr. Welts did not stand for re-election at the 2023 annual meeting of stockholders. |

  56. Non-Employee Director Compensation Table for Fiscal Year 2023

    | (7) Comprises 19,917 fully vested shares subject to future release, earned pursuant to an election to receive his annual retainer compensation in the form of RSUs for the years of 2020, 2021, 2022 and 2023. |

  57. Non-Employee Director Compensation Table for Fiscal Year 2023

    | (8) Comprises 14,079 fully vested shares subject to future release, earned pursuant to an election to receive his annual retainer compensation in the form of RSUs for the years of 2022 and 2023. |

  58. Non-Employee Director Compensation Table for Fiscal Year 2023

    | (9) Includes 31,113 fully vested shares subject to future release, earned pursuant to an election to receive his annual retainer compensation in the form of RSUs for the years of 2020, 2021, 2022 and 2023. |

  59. Non-Employee Director Compensation Table for Fiscal Year 2023

    | | 33 |

  60. Named Executive Officers

    Named Executive Officers The Company is a “smaller reporting company” under Item 10 of Regulation S-K promulgated under the Securities and Exchange Act of 1934, and the following compensation disclosure is intended to comply with the requirements applicable to smaller reporting companies. Although the rules allow the Company to provide less detail about its executive compensation program, the compensation and leadership committee is committed to providing the information helpful to stockholders in understanding the Company’s executive compensation program. Accordingly, this section includes supplemental narratives that describe the executive compensation program for our named executive officers (“NEOs”) during fiscal year 2023, who consisted of:

  61. Named Executive Officers

    | Raul Vazquez Chief Executive Officer (“CEO”) Age: 52 Tenure: 12 years | Kathleen Layton Chief Legal Officer and Corporate Secretary (“CLO”) Age: 44 Tenure: 8 years | Patrick Kirscht Chief Credit Officer (“CCO”) Age: 56 Tenure: 16 years |

  62. 2023 Financial Highlights and Challenges

    | • | Launched our Oportun Mobile App, to foster long-term, highly engaged relationships with our members. |

  63. 2023 Financial Highlights and Challenges

    For a reconciliation of non-GAAP Adjusted Operating Efficiency to GAAP Operating Efficiency, refer to Appendix A to this proxy statement. The compensation and leadership committee believes that the NEO’s compensation was appropriately linked to company performance in 2023 and aligned the interests of our NEOs with the interests of our stockholders. The 2023 annual cash incentive program was linked to targets tied to the company’s total revenue and adjusted EBITDA, both of which were adversely affected by the challenging macroeconomic conditions. As a result, the program funded at 22.8% of the target for corporate performance, underscoring the company’s commitment to aligning compensation with overall corporate performance, as discussed in more detail below in “Elements of Executive Compensation and 2023 Compensation Decisions — Annual Incentive Plan.”

  64. Compensation Philosophy and Objectives

    | Primary Goals of our Executive Compensation Programs | | | Consistent with our values, the primary goals of our executive compensation program are as follows: | | | • | Attract, motivate and retain highly qualified and experienced executives who can execute our business plans in a fast-changing, competitive landscape. | | • | Recognize and reward our executive officers fairly for achieving or exceeding rigorous corporate and individual objectives. | | • | Align the long-term interests of our executive officers with those of our members and stockholders. | | Key 2023 Program Changes | | | • | Adopted a new, enhanced long-term incentive program for our executive officers, which is intended to further align the interests of our executive officers with those of our stockholders, by granting both performance based restricted stock units (“PSUs”) and time-based restricted stock units (“RSUs”) to deliver annual long-term incentive compensation opportunities to our executives. |

  65. Fiscal 2023 Pay Mix

    Fiscal 2023 Pay Mix The key components of total compensation opportunity for each executive officer set by the compensation and leadership committee annually are short-term cash compensation (annual base salary and annual incentive award) and long-term equity incentive compensation (PSUs and RSUs), which we refer to collectively as the executive officer’s target total direct compensation. The target pay mix for fiscal 2023 for each NEO is shown below.

  66. Elements of our 2023 Compensation Program

    | (2) For all NEOs other than Ms. Layton, the annual equity mix consisted of approximately 50% PSUs and 50% RSUs. For Ms. Layton, long-term equity incentive was provided 100% in RSUs due to her not serving in an executive role for the full year of 2023. Beginning with 2024, it is anticipated that Ms. Layton will receive the same long-term equity incentive mix as the other NEOs. |

  67. Roles of the Compensation and Leadership Committee, Management and the Compensation Consultant

    Roles of the Compensation and Leadership Committee, Management and the Compensation Consultant

  68. Roles of the Compensation and Leadership Committee, Management and the Compensation Consultant

    | Role of the Compensation and Leadership Committee | The compensation and leadership committee is responsible for overseeing our compensation programs and policies, including our equity incentive plans. Our compensation and leadership committee operates under a written charter adopted and approved by our Board, under which our Board retains concurrent authority with our compensation and leadership committee to approve compensation-related matters. Each year, the compensation and leadership committee reviews and approves compensation decisions as they relate to our NEOs and other senior executive officers, including our CEO. The compensation and leadership committee initially establishes a framework by engaging in a baseline review of our current compensation programs, together with its independent compensation consultant and management, to ensure that they remain consistent with our business requirements and growth objectives. In this review, the independent compensation consultant is also asked to provide a perspective on changing market practices as to compensation programs, with a particular focus on our identified peer group and other companies with whom we compete directly for talent, as discussed below under “Role of Compensation Consultants” and “Use of Competitive Market Data”. Following this review, the compensation and leadership committee considers the recommendations of our CEO, as discussed below under “Role of Management.” The compensation and leadership committee also manages the annual review process of our CEO, in cooperation with our lead director, in which all members of our Board are asked to participate and provide perspective, resulting in a compensation and leadership committee recommendation to the full board regarding individual compensation adjustments for our CEO. As part of this review of the compensation of our NEOs and other senior executive officers, the compensation and leadership committee considers several factors, including: Our compensation and leadership committee rely on their judgment and extensive experience serving on the boards of publicly traded companies to establish an annual target total direct compensation opportunity for each NEO that they believe will best achieve the goals of our executive compensation program and our short-term and long-term business objectives. The compensation and leadership committee retains flexibility to review our compensation structure periodically as needed to focus on different business objectives. |

  69. Roles of the Compensation and Leadership Committee, Management and the Compensation Consultant

    | | 44 |

  70. Roles of the Compensation and Leadership Committee, Management and the Compensation Consultant

    | Role of Management | Our CEO works closely with the compensation and leadership committee in determining the compensation of our NEOs (other than his own) and other executive officers. Each year, our CEO reviews the annual performance of our NEOs and other executive officers and makes recommendations to the compensation and leadership committee (except as it relates to his own performance and compensation) regarding individual compensation adjustments, promotions, bonus pool funding, level of achievement of corporate goals and annual incentive plan payouts. Our CEO also identifies and recommends corporate and individual performance objectives for our annual incentive plan for approval by the compensation and leadership committee based on our business plan and strategic objectives for the relevant fiscal year, and makes recommendations on the size, frequency and terms of equity incentive awards and new hire compensation packages. These recommendations from our CEO are often developed in consultation with members of his senior management team, including our CFO and Chief People Officer. In certain situations, our compensation and leadership committee may elect to delegate a portion of its authority to our CEO or a subcommittee, other than any authority relating to our executive officers. Our compensation and leadership committee has delegated to our CEO the authority to make employment offers to candidates at and below the senior vice president level without seeking the approval of the compensation and leadership committee, subject to certain parameters. In addition, our compensation and leadership committee has delegated to a subcommittee, currently made up of our CEO and CFO, the authority to approve certain equity grants to employees at and below the senior vice president level, subject to certain parameters approved by the compensation and leadership committee. At the request of the compensation and leadership committee, our CEO typically attends a portion of each compensation and leadership committee meeting, including meetings at which the compensation and leadership committee’s compensation consultant is present. From time to time, various members of management and other employees, as well as outside legal counsel and consultants retained by management, attend compensation and leadership committee meetings to make presentations and provide financial and other background information and advice relevant to compensation and leadership committee deliberations. Our CEO and other NEOs do not typically participate in, or are present during, any deliberations or determinations of our compensation and leadership committee regarding their compensation or individual performance objectives. |

  71. Roles of the Compensation and Leadership Committee, Management and the Compensation Consultant

    | Role of Compensation Consultants | The compensation and leadership committee has the authority under its charter to retain the services of one or more external advisors, including compensation consultants, legal counsel, accounting, and other advisors, to assist it in performance of its duties and responsibilities. The compensation and leadership committee makes all determinations regarding the engagement, fees, and services of these external advisors, and any such external advisor reports directly to the compensation and leadership committee. During 2023, the compensation and leadership committee retained Willis Towers Watson as its independent compensation consultant to provide support and advisory services as it relates to our compensation program. Willis Towers Watson performs no other services for us other than its work for the compensation and leadership committee. Willis Towers Watson complied with the definition of independence under the Dodd-Frank Act and other applicable SEC and stock exchange regulations. |

  72. Roles of the Compensation and Leadership Committee, Management and the Compensation Consultant

    | | 45 |

  73. Use of Competitive Market Data

    Use of Competitive Market Data We strive to attract and retain the most highly qualified executive officers in an extremely competitive market. Accordingly, our compensation and leadership committee believes that it is important when making its compensation decisions to be informed as to the competitive market for executive talent, including the current practices of comparable public companies. Consequently, our compensation and leadership committee annually reviews market data for each executive officer’s position, as described below. In addition to using survey data for similar sized companies, the compensation and leadership committee approved a peer group of comparable publicly-traded companies, developed with the assistance of Willis Towers Watson, to aid it in assessing the overall competitiveness of our executive compensation program and the key components of compensation under the program. The peer group was selected from publicly-traded companies with (i) similar industry focus (i.e., consumer finance, software and services) (ii) comparable company scope and size, or (iii) that have similar product offerings. Our compensation and leadership committee considered compensation data from the below-listed companies.

  74. Use of Competitive Market Data

    | Atlanticus | Green Dot | MoneyLion | Regional Management | World Acceptance | | CURO Group | LendingClub | OppFi | SoFi Technologies | | | Enova International | LendingTree | PROG Holdings | Upstart Holdings | |

  75. Annual Incentive Plan

    Annual Incentive Plan Each of our NEOs was eligible to participate in our annual incentive plan for 2023. This performance-based cash compensation was designed to reward the achievement of annual corporate performance relative to pre-established goals, as well as individual performance, contributions and strategic impact. The compensation and leadership committee established target annual incentive awards for each executive officer, denominated as a percentage of base salary, which were set at the same percentages of base salary for 2023 as in 2022.

  76. Annual Incentive Plan

    | | 2023 Target Annual Incentive Award Opportunity | | | | Target Award ($) | Percentage of Base Salary (%) | | Raul Vazquez | 700,000 (1) | 100 | | Kathleen Layton | 113,625 (2) | 65 (3) | | Patrick Kirscht | 307,780 | 65 |

  77. Annual Incentive Plan

    | (1) In connection with Mr. Vazquez’ voluntary reduction in salary, the compensation and leadership committee agreed that with respect to the annual bonus calculation for 2023, Mr. Vazquez’ target award would be determined using the annual base salary in effect immediately before the reduction. |

  78. Annual Incentive Plan

    | (2) Ms. Layton was only eligible for this bonus opportunity for approximately five months of the year, which is the prorated portion of time in which she served in an executive capacity. This Target Award represents the time in which Ms. Layton served as Chief Legal Officer. |

  79. Annual Incentive Plan

    | (3) Ms. Layton was only eligible for this bonus opportunity for approximately five months of the year, which is the prorated portion of time in which she served in an executive capacity. This represents the bonus opportunity for Ms. Layton assuming no proration. |

  80. Annual Incentive Plan

    For 2023, the compensation and leadership committee approved the corporate performance goals and their respective weightings set forth below. Our compensation and leadership committee believes these are the appropriate drivers for our business as they provide a balance between growth and strengthening our financial position while operating in a challenging environment. Periodically throughout the year, the compensation and

  81. Annual Incentive Plan

    | | 47 |

  82. Annual Incentive Plan

    leadership committee may revise corporate performance goals and weightings for annual incentive awards based on our business priorities and annual operating plan. Our Adjusted EBITDA and total revenue performance metrics allow the compensation and leadership committee to accurately assess the Company’s productivity and efficiency, while evaluating comparative results period-over-period. Please refer to Appendix A to this proxy statement for the Company’s definition of Adjusted EBITDA. In 2023, the annual incentive awards were weighted 75% on corporate performance and 25% on attainment of individual goals for all of our NEOs, except for our CEO. The annual incentive award for the CEO was weighted 80% on corporate performance and 20% on attainment of individual goals. Individual goal achievement for each NEO’s performance was determined by the compensation and leadership committee.

  83. Annual Incentive Plan

    | (1) For the CEO, the weightings were 80% on corporate performance and 20% on attainment of individual goals. |

  84. Annual Incentive Plan

    Our 2023 performance included several achievements but ultimately fell short of our expectations. The following provides additional information regarding the corporate goals under our Annual Incentive Plan.

  85. Annual Incentive Plan

    | Metric (Weighting) | | Target ($) | Actual ($) | Percent attainment (%) | | Total Revenue and Adjusted EBITDA | Total Revenue (consolidated) (25%) | 1,109M | 1,057M | 91.2% | | | Adjusted EBITDA (75%) | 77.9M | 1.7M | 0.0% | | Total Corporate Attainment | | | | 23% |

  86. Annual Incentive Plan

    For a reconciliation of non-GAAP Adjusted EBITDA to GAAP EBITDA, refer to Appendix A to this proxy statement. For more information about our business, please see “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. Individual annual incentive award goals and achievement for our NEOs vary depending on our strategic corporate initiatives and each executive officer’s responsibilities. While not exhaustive, below are certain key factors that the compensation and leadership committee, in consultation with our CEO, considered when determining the individual component of each 2023 annual incentive award. While the compensation and leadership committee recognized that the challenging macroeconomic environment resulting from inflationary pressures and higher interest rates negatively impacted the business and stock performance, it determined that in 2023 our NEOs were able to continue to shift priorities to focus on tightening our underwriting, reducing expenses, optimizing operational efficiency and guiding Oportun on a trajectory for sustainable, profitable growth and long-term value creation for stockholders. The compensation and leadership committee recognized the individual accomplishments of the NEOs, including:

  87. Annual Incentive Plan

    | • | Regularly enhancing our underwriting models and servicing efforts to continue to improve credit outcomes amidst an uncertain and dynamic macroeconomic environment; |

  88. Annual Incentive Plan

    | | 48 |

  89. Annual Incentive Plan

    | • | Adaptability and responsiveness of the legal and compliance organization amidst a complex regulatory landscape; |

  90. Annual Incentive Plan

    | • | Providing strategic guidance that contributed to the achievement of key business initiatives; |

  91. Annual Incentive Plan

    | • | Increasing operating efficiency due to several cost structure optimization initiatives; and |

  92. Annual Incentive Plan

    | • | Executing and delivering a number of funding arrangements in a challenging capital markets environment. |

  93. Annual Incentive Plan

    As a result of the compensation and leadership committee’s performance review, including the decline in our Net Income and Total Stockholder Return, the following annual incentive awards were paid to each of our NEOs for 2023, representing a decrease in the incentive award paid in comparison to 2022:

  94. Annual Incentive Plan

    | | Target Bonus ($) | Bonus Payout (% of Target) | Bonus Amount ($) | YoY Change (%) | | Raul Vazquez | 700,000 (1) | 32.2 | 225,680 | (43.0) | | Kathleen Layton | 113,625 (2) | 42.1 | 47,795 (2) | N/A(3) | | Patrick Kirscht | 307,780 | 39.6 | 121,881 | (51.9) |

  95. Annual Incentive Plan

    | (1) In connection with Mr. Vazquez’ voluntary reduction in salary, the compensation and leadership committee agreed that with respect to annual bonus calculation for 2023, Mr. Vazquez’ target award would be determined using the annual base salary in effect immediately before the reduction. |

  96. Annual Incentive Plan

    | (2) Ms. Layton’s target annual incentive award was prorated for the portion of time in which she served in an executive capacity. Assuming no proration, the Target Bonus for Ms. Layton would have been $243,750 and the Bonus Amount would have been $102,619. Prior to her promotion to Chief Legal Officer, Ms. Layton received $95,175 in bonus payments for 2023. |

  97. Annual Incentive Plan

    | (3) Ms. Layton was not serving in an executive capacity in 2022 and did not receive an annual incentive award. |

  98. Long-Term Incentive Compensation

    Long-Term Incentive Compensation Our compensation and leadership committee believes long-term incentive compensation is an effective means for focusing our NEOs on driving increased stockholder value over a multi-year period and motivating them to remain employed with us. In 2023, our compensation and leadership committee, in consultation with Willis Towers Watson, conducted a review of the design of our long-term incentive program. Based on this review, the compensation and leadership committee determined to adopt a new, enhanced long-term incentive program for our executive officers. The design of the 2023 program is intended to directly align the interests of our executive officers with those of our stockholders, to give our executive officers a strong incentive to maximize stockholder returns on a long-term basis, and to aid in our recruitment and retention of key executive talent necessary to ensure our continued success. In 2023, our long-term incentive program provided for the delivery of long-term incentive awards through a combination of the following two award vehicles:

  99. Long-Term Incentive Compensation

    | LTI Vehicle | Performance Period | Weighting | | Performance-based Restricted Stock Units (PSUs) | A three-year performance period covering calendar years 2023 through 2025; three-year cliff vesting | Approximately 50% of total target award | | Restricted Stock Units (RSUs) | N/A – Shares vest in three equal annual installments from the vesting commencement date of March 10, 2023, subject to continued employment | Approximately 50% of total target award |

  100. Long-Term Incentive Compensation

    | | 49 |

  101. Long-Term Incentive Compensation

    The PSU award is the new element of our long-term incentive program, and it is the performance-contingent award which replaces the stock options in our prior long-term incentive program. The PSU award rewards executives for absolute total shareholder return as measured by the Company’s stock price appreciation and any declared dividends. We use absolute total shareholder return as the sole performance metric for the award because the compensation and leadership committee believes it is the ultimate measure of the Company’s achievement for its stockholders over the long term. The PSUs have both upside potential and downside risk based on positive or negative absolute total shareholder return performance. Vesting of the 2023-2025 PSU award cycle occurs at the end of the three-year performance period, which is December 31, 2025, and vested PSUs are subject to the continued employment of each executive through March 10, 2026. Vesting is dependent upon meeting a three-year threshold level of absolute total shareholder return, and participants are eligible to earn up to 125% of their target award. Any PSUs that vest in excess of the 100% target number of units (the “Upside Units”), may be paid out via a cash payment with respect to some or all of the Upside Units, in an amount equal to the fair market value of the underlying shares as of the vesting date. The following table reflects potential performance and payout percentages. Performance between these points will be linearly interpolated.

  102. Long-Term Incentive Compensation

    | TSR Global | Percent That Become Eligible Units | Corresponding Average Closing Stock Prices | | If Company TSR is achieved at . . . | . . . Then the percentage of the Target Number of Performance-Based Restricted Stock Units that become Eligible Units is: | The applicable average closing prices of our common stock for each of the twenty (20) trailing consecutive trading days ending with, and inclusive of, the measurement date would need to reach: | | 125% or greater | 125% | $13.61 | | 100% | 100% | $12.10 | | 75% | 75% | $10.59 | | 50% | 50% | $9.08 | | 25% | 25% | $7.56 | | Less than 25% | 0% | < $7.56 |

  103. Long-Term Incentive Compensation

    Stock-based compensation cost for the PSUs is measured based on the estimated fair value of the PSUs granted using a Monte Carlo simulation. The fair value is then amortized ratably over the requisite service period of the awards. The fair value for PSUs achieved over 100% of target are recognized as a liability and will be revalued as needed throughout the service period. A summary of our PSU activity under the 2019 Plan for the year ended December 31, 2023 is as follows:

  104. Long-Term Incentive Compensation

    | | PSU Outstanding | Weighted Average Grant-Date Fair Value ($) | | Balance – January 1, 2023 | — | — | | Granted | 327,668 | 1.33 | | Vested | — | — | | Forfeited | — | — | | Balance – December 31, 2023 | 327,668 | 1.33 |

  105. Long-Term Incentive Compensation

    For fiscal year 2023, we recognized approximately $13.2 thousand in compensation cost related to nonvested PSU awards granted to employees in our condensed consolidated statements of operations. As of December 31, 2023, we had approximately $422.6 thousand in unrecognized compensation cost related to nonvested PSU awards granted to employees, which will be recognized over a weighted average vesting period of approximately 2.19 years.

  106. Long-Term Incentive Compensation

    | | 50 |

  107. Employment and Change in Control Arrangements

    Employment and Change in Control Arrangements We have entered into at-will employment offer letters with each of our NEOs that were approved by the compensation and leadership committee and our Board. In addition, we provide each NEO with the opportunity to receive certain severance payments and benefits in the event of a termination of employment under certain circumstances, including in connection with a change of control. The compensation and leadership committee generally believes that the severance protection payments and benefits we offer are necessary to provide stability among our executive officers, serve to focus our executive officers on our business operations, and avoid distractions in connection with a potential change in control transaction or period of uncertainty. For additional information on the employment arrangements and potential post-employment payments to our NEOs, see “Employment, Severance, and Change in Control Agreements” and “Potential Payments and Benefits Upon Termination or Change in Control” below.

  108. Taxation of Parachute Payments and Deferred Compensation

    Taxation of Parachute Payments and Deferred Compensation We do not provide, and have no obligation to provide, any executive officer, including any NEO, with a “gross-up” or other reimbursement payment for any tax liability that he or she might owe as a result of the application of Section 280G, 4999, or 409A of the Code. Sections 280G and 4999 of the Code provide that executive officers and directors who hold significant equity interests and certain other service providers may be subject to an excise tax if they receive payments or benefits in connection with a change of control that exceed certain limits prescribed by the Code, and that the employer may be unable to take a deduction on the amounts subject to this additional tax.

  109. Summary Compensation Table

    Summary Compensation Table The following table provides information regarding the compensation awarded to, earned by or paid to our NEOs for the years ended December 31, 2023, 2022, and 2021:

  110. Summary Compensation Table

    | | Year | Salary(1) ($) | Bonus ($) | Stock Awards(3) ($) | Option Awards(3) ($) | Non-Equity Incentive Plan Compensation(4) ($) | All Other Compensation(5) ($) | Total ($) | | Raul Vazquez(6)(7) Chief Executive Officer | 2023 | 687,885 | — | 746,007 | — | 225,680 | 34,963 | 1,694,535 | | | 2022 | 683,836 | — | 2,650,738 | 875,005 | 525,000 | 31,345 | 4,765,924 | | | 2021 | 591,917 | — | 875,019 | 875,010 | 745,440 | 31,999 | 3,119,385 | | Kathleen Layton(8) Chief Legal Officer and Corporate Secretary | 2023 | 356,216 | 95,175 (2) | 371,545 | — | 47,795 | 15,362 | 886,093 | | Patrick Kirscht Chief Credit Officer | 2023 | 473,509 | — | 208,704 | — | 121,881 | 39,819 | 843,913 | | | 2022 | 469,176 | — | 1,136,034 | 375,008 | 234,682 | 38,949 | 2,253,849 | | | 2021 | 433,816 | — | 375,005 | 375,011 | 358,158 | 36,150 | 1,578,140 |

  111. Summary Compensation Table

    | (1) The salary amounts in this column reflect the blended salary paid, which takes into account any salary increases or decreases effective during the year, if any. These amounts have been adjusted to reflect the blended salary paid and may deviate an immaterial amount from the previously reported salaries. |

  112. Summary Compensation Table

    | (2) The amount reported represents an annual bonus paid to Ms. Layton during the course of 2023, prior to her promotion to Chief Legal Officer. The bonus for non-executive employees is not based on pre-established performance criteria and therefore is not included in Non-Equity Incentive Plan Compensation. |

  113. Summary Compensation Table

    | (3) These columns reflect the aggregate grant date fair value of stock options, RSUs, and PSUs measured pursuant to FASB ASC 718 without regard to forfeitures and assuming the probable level of achievement for all PSUs. We value time-based RSUs based on the closing market price of our common stock reported on Nasdaq on the grant dates. We value PSUs using the Monte Carlo simulation pricing model. In 2023, Messrs. Vazquez and Kirscht were granted PSUs having the following grant date fair values: $234,560 for Mr. Vazquez and $65,621 for Mr. Kirscht. The value of the PSUs at the grant date assuming that the highest level of performance conditions will be achieved is $293,200 for Mr. Vazquez and $82,026 for Mr. Kirscht. The actual number of PSUs, if any, that may be earned range from 0% to 125% of the target number of units. Any PSUs that vest in excess of the 100% target number of units (the “Upside Units”), may be paid out via a cash payment with respect to some or all of the Upside Units, in an amount equal to the fair market value of the underlying shares as of the vesting date, subject to the terms of the 2019 Equity Incentive Plan and the PSU Award Agreement. For additional information on the assumptions used in calculating the grant date fair value of these awards see Note 2 and Note 11 to our Notes to the Consolidated Financial Statements included on our Annual Report on Form 10-K filed March 15, 2024, as well as “Elements of Executive Compensation and 2023 Compensation Decisions—Long-Term Incentive Compensation” above. These amounts in this column may not reflect the actual economic value that may be realized by the NEO. For additional information regarding our long-term incentive program, see “Elements of Executive Compensation and 2023 Compensation Decisions—Long-Term Incentive Compensation” above. |

  114. Summary Compensation Table

    | (4) The amounts represent the bonuses paid under our annual incentive plan. |

  115. Summary Compensation Table

    | (5) The amounts reported include the cash value of Oportun’s match of our NEO’s contributions to the 401(k) plan, matching charitable contributions made by Oportun in 2021 and 2022 pursuant to the Company’s charitable match program, certain life insurance premium payments, and certain medical insurance and disability insurance payments. For 2023, “All Other Compensation” includes certain medical insurance and disability insurance payments, as well as (i) $13,200 for 401(k) employer match and $318 for life insurance premium for Mr. Vazquez; (ii) $13,200 for 401(k) employer match for Ms. Layton and (iii) $13,200 for 401(k) employer match and $318 for life insurance premium for Mr. Kirscht. |

  116. Summary Compensation Table

    | (6) Mr. Vazquez serves on our Board but is not paid additional compensation for such service. |

  117. Summary Compensation Table

    | (7) Mr. Vazquez’ base salary was voluntarily decreased from $700,000 to $595,000, effective November 11, 2023. |

  118. Summary Compensation Table

    | (8) Ms. Layton’s base salary was increased from $341,318 to $375,000, effective July 15, 2023. |

  119. Summary Compensation Table

    | | 53 |

  120. Grants of Plan-Based Awards in Fiscal Year 2023

    Grants of Plan-Based Awards in Fiscal Year 2023 The following table provides information regarding each grant of a plan-based award made to an NEO under any plan in the year ended December 31, 2023:

  121. Grants of Plan-Based Awards in Fiscal Year 2023

    | | | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | | | | | Type of Award | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards:(1) Target ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares or Units (#) | Grant Date Fair Value of Stock Awards(2) ($) | | Raul Vazquez | Annual incentive award | 2/12/2024 | 700,000 | — | — | — | — | — | | | PSU | 12/6/2023 | — | 44,090 | 176,361 | 220,451 | — | 234,560 | | | RSU | 12/6/2023 | — | — | — | — | 176,361 | 511,447 | | Kathleen Layton | Annual incentive award | 2/12/2024 | 113,625 | — | — | — | — | — | | | RSU | 10/25/2023 | — | — | — | — | 18,700 | 100,419 | | | RSU | 9/10/2023 | — | — | — | — | 36,102 | 271,126 | | Patrick Kirscht | Annual incentive award | 2/12/2024 | 307,780 | — | — | — | — | — | | | PSU | 12/6/2023 | — | 12,334 | 49,339 | 61,673 | — | 65,621 | | | RSU | 12/6/2023 | — | — | — | — | 49,339 | 143,083 |

  122. Grants of Plan-Based Awards in Fiscal Year 2023

    | (1) Represents the target amount of annual cash incentive compensation for which the executive was eligible to receive under our annual incentive plan. There are no minimum thresholds or maximums. |

  123. Grants of Plan-Based Awards in Fiscal Year 2023

    | (2) This column reflects the aggregate grant date fair value of the RSU awards and PSU awards, assuming the probable level of achievement, measured pursuant to FASB ASC 718, without regard to forfeitures. The assumptions used in calculating the grant date fair value of these awards are set forth in Note 2 and Note 11 to our Notes to the Consolidated Financial Statements included on our Annual Report on Form 10-K filed March 15, 2024. These amounts do not reflect the actual economic value that may be realized by the NEO. |

  124. Outstanding Equity Awards at 2023 Fiscal Year End

    Outstanding Equity Awards at 2023 Fiscal Year End The following table provides information with respect to all outstanding stock options and RSUs held by our NEOs as of December 31, 2023. See “Employment, Severance, and Change in Control Agreements” and “Potential Payments and Benefits Upon Termination or Change in Control” below for information regarding the impact of certain employment termination scenarios on outstanding equity awards.

  125. Outstanding Equity Awards at 2023 Fiscal Year End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Award Grant Date(1) | Number of Securities Underlying Unexercised Options— Unexercisable(2) (#) | Number of Securities Underlying Unexercised Options— Exercisable(3) (#) | Option Exercise Price ($/sh) | Option Expiration Date | Number of Shares or Units That Have Not Vested (#) | Market Value of Shares or Units That Have Not Vested(5) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(5) ($) | | Raul Vazquez | 9/10/2014 | — | 136,363 | 10.23 | 9/9/2024 | — | — | — | — | | | 9/29/2015 | — | 3,741 | 26.73 | 9/28/2025 | — | — | — | — | | | 11/30/2016 | — | 145,453 | 19.69 | 11/29/2026 | — | — | — | — | | | 6/28/2019 | — | 140,551 | 18.04 | 6/27/2029 | — | — | — | — | | | 3/10/2020 (6) | 12,088 | 181,276 | 19.00 | 3/9/2030 | — | — | — | — | | | 3/10/2020 | — | — | — | 23,027 (4) | 90,036 | — | — | | | | 9/10/2020 (7) | — | — | — | — | 31,475 (4) | 123,067 | — | — | | | 3/10/2021 (6) | 22,544 | 49,592 | 21.26 | 3/9/2031 | — | — | — | — | | | 3/10/2021 | — | — | — | — | 20,579 (4) | 80,464 | — | — | | | 3/25/2022 | 62,747 | 48,801 | 13.39 | 3/24/2032 | — | — | | | | | 3/25/2022 | — | — | — | — | 148,473 (4) | 580,529 | — | — | | | 12/6/2023 | — | — | — | — | 176,361 (8) | 689,572 | — | — | | | 12/6/2023 | — | — | — | — | — | — | 44,090 (9) | 172,392 | | Kathleen Layton | 12/21/2016 | — | 8,522 | 19.69 | 12/20/2026 | — | — | — | — | | | 11/29/2017 | — | 4,022 | 24.86 | 11/28/2027 | — | — | — | — | | | 3/29/2018 | — | 3,935 | 25.41 | 3/28/2028 | — | — | — | — | | | 3/10/2020 (6) | 573 | 8,591 | 19.00 | 3/9/2030 | — | — | — | — | | | 3/10/2020 | — | — | — | — | 1,092 (4) | 4,270 | — | — | | | 9/10/2020 | — | — | — | — | 1,492 (4) | 5,834 | — | — | | | 3/10/2021 | — | — | — | — | 1,671 (4) | 6,534 | — | — | | | 3/10/2021 (6) | 1,831 | 4,026 | 21.26 | 3/9/2031 | — | — | — | — | | | 3/10/2022 | — | — | — | — | 7,669 (4) | 29,986 | — | — | | | 3/10/2022 (6) | 9,722 | 7,561 | 13.26 | 3/9/2032 | — | — | — | — | | | 9/10/2023 | — | — | — | — | 36,102 (4) | 141,159 | — | — | | | 10/25/2023 | — | — | — | — | 18,700 (4) | 73,117 | — | — | | Patrick Kirscht | 9/29/2014 | — | 36,363 | 10.23 | 9/28/2024 | — | — | — | — | | | 9/29/2015 | — | 54,545 | 26.73 | 9/28/2025 | — | — | — | — | | | 11/30/2016 | — | 45,453 | 19.69 | 11/29/2026 | — | — | — | — | | | 6/28/2019 | — | 70,275 | 18.04 | 6/27/2029 | — | — | — | — | | | 3/10/2020 (6) | 5,181 | 77,690 | 19.00 | 3/9/2030 | — | — | — | — | | | 3/10/2020 | — | — | — | — | 9,869 (4) | 38,588 | — | — | | | 9/10/2020 (7) | — | — | — | — | 13,490 (4) | 52,746 | — | — | | | 3/10/2021 (6) | 9,662 | 21,254 | 21.26 | 3/9/2031 | — | — | — | — | | | 3/10/2021 | — | — | — | — | 8,820 (4) | 34,486 | — | — | | | 3/25/2022 | 26,892 | 20,915 | 13.39 | 3/24/2032 | — | — | — | — | | | 3/25/2022 | — | — | — | — | 63,632 (4) | 248,801 | — | — | | | 12/6/2023 | — | — | — | — | 49,339 (8) | 192,915 | — | — | | | 12/6/2023 | — | — | — | — | — | — | 12,334 (9) | 48,226 |

  126. Outstanding Equity Awards at 2023 Fiscal Year End

    | (1) Awards with a grant date on or prior to July 31, 2015 were granted under our 2005 Plan, awards with a grant date after July 31, 2015, but on or prior to September 26, 2019, were granted under our 2015 Stock Option/Stock Issuance Plan. Awards with a grant date after September 26, 2019 were granted under our 2019 Equity Incentive Plan. |

  127. Outstanding Equity Awards at 2023 Fiscal Year End

    | | 55 |

  128. Outstanding Equity Awards at 2023 Fiscal Year End

    | (2) Each option grant provides for a four-year vesting schedule, with one-fourth of the underlying shares vesting on the one-year anniversary of the vesting commencement date, and the balance vesting in equal monthly installments over the remaining 36 months, in each case subject to the executive’s continued service through the applicable vesting date. Except with respect to stock options granted under our 2019 Equity Incentive Plan, options are exercisable immediately following grant, also known as “early exercisable,” and unvested shares purchased on an early exercise are subject to a repurchase right in our favor on termination of employment that lapses along the same vesting schedule as contained in the option grant. This column reflects the number of unexercised options that were unvested as of December 31, 2023. |

  129. Outstanding Equity Awards at 2023 Fiscal Year End

    | (3) This column reflects the number of shares subject to unexercised options that were vested as of December 31, 2023. |

  130. Outstanding Equity Awards at 2023 Fiscal Year End

    | (4) The RSUs will vest over a four-year period with one-fourth of the RSUs vesting on each one year anniversary of the vesting commencement date, subject to the executive’s continued service on each such vesting date. There is no performance-based vesting condition associated with such RSUs. |

  131. Outstanding Equity Awards at 2023 Fiscal Year End

    | (5) Represents the number of unvested shares underlying RSUs multiplied by the per share fair market value of our common stock as of December 31, 2023, based on the closing price of our common stock of $3.91 per share. |

  132. Outstanding Equity Awards at 2023 Fiscal Year End

    | (6) Stock options granted under our 2019 Equity Incentive Plan are not early exercisable. |

  133. Outstanding Equity Awards at 2023 Fiscal Year End

    | (7) Includes “pull-forward” grants awarded in September 2020 where the grant pulled forward 50% of the annual grant value that otherwise would have been awarded as part of the annual review process in March 2021, with the remainder issued as awards of stock options and RSUs in March 2021. |

  134. Outstanding Equity Awards at 2023 Fiscal Year End

    | (8) The RSUs will vest in 3 equal annual installments from the vesting commencement date of March 10, 2023, subject to the executive’s continued service on each vesting date. There is no performance-based vesting condition associated with such RSUs. |

  135. Outstanding Equity Awards at 2023 Fiscal Year End

    | (9) These amounts represent PSU grants, assuming an achievement level at threshold. The actual number of PSUs, if any, that may be earned range from 0% to 125% of the target number of units. Any PSUs that vest in excess of the Upside Units, may be paid out in cash. Vesting is also contingent upon the continued employment of the executive through March 10, 2026, or as otherwise provided in the applicable award agreement. For additional information, see “Elements of Executive Compensation and 2023 Compensation Decisions—Long-Term Incentive Compensation” above. |

  136. Option Exercises and Stock Vested in Fiscal Year 2023

    Option Exercises and Stock Vested in Fiscal Year 2023 The following table presents information concerning the aggregate value and number of shares of our common stock for which options were exercised or RSUs vested during 2023 for each of the NEOs:

  137. Option Exercises and Stock Vested in Fiscal Year 2023

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(4) | | Raul Vazquez | 101,675‬ (2) | 148,445 | 132,131 | 701,197 | | Kathleen Layton | — | — | 7,859 | 41,843 | | Patrick Kirscht | 68,181 (3) | 99,544 | 57,902 | 308,161 |

  138. Option Exercises and Stock Vested in Fiscal Year 2023

    | (1) The value realized on exercise was determined based on a fair market value of the Company stock on the date of the exercise. |

  139. Option Exercises and Stock Vested in Fiscal Year 2023

    | (2) Reflects two option exercises made on June 14, 2023, each with a per share exercise price of $5.86. For the first option exercise, Mr. Vazquez exercised the option as to 90,909 vested shares and chose to pay the exercise price and amounts required to satisfy tax withholding obligations through net share withholding, with the Company retaining 79,230 otherwise deliverable shares. For the second option exercise, Mr. Vazquez chose to exchange 8,084 previously owned shares, which had been held for at least 6 months, to cover the exercise price for the 10,766 vested options. Such exchange resulted in no applicable tax withholding. |

  140. Option Exercises and Stock Vested in Fiscal Year 2023

    | | 56 |

  141. Option Exercises and Stock Vested in Fiscal Year 2023

    | (3) Reflects two option exercises made on June 14, 2023, each with a per share exercise price of $5.86. For the first option exercise, Mr. Kirscht exercised the option as to 45,454 vested shares and chose to pay the exercise price and amounts required to satisfy tax withholding obligations through net share withholding, with the Company retaining 40,521 otherwise deliverable shares. For the second option exercise, Mr. Kirscht chose to exchange 17,065 previously owned shares, which had been held for at least 6 months, to cover the exercise price for the 22,727 vested options. Such exchange resulted in no applicable tax withholding. |

  142. Option Exercises and Stock Vested in Fiscal Year 2023

    | (4) The number of shares and value realized on vesting include shares that were withheld or sold at the time of vesting to satisfy tax withholding requirements. |

  143. Potential Payments and Benefits Upon Termination or Change in Control

    Potential Payments and Benefits Upon Termination or Change in Control The following table sets forth the estimated payments and benefits that would be received by each of the NEOs upon a change in control of Oportun, upon a termination of employment without cause or following a resignation for good reason (which we refer to below as an involuntary termination) unrelated to a change in control, or upon an involuntary termination in connection with a change in control of Oportun. This table reflects amounts payable to each NEO assuming his or her employment was terminated on December 31, 2023, and/or the change in control also occurred on that date. For additional discussion of the potential benefits and payments due in connection with a termination of employment or a change in control, please see “Employment, Severance, and Change in Control Agreements—Executive Severance and Change in Control Policy” above.

  144. Potential Payments and Benefits Upon Termination or Change in Control

    | Name | Change in Control(1)(2) ($) | Involuntary Termination Other than During Change in Control Period(2)(3) ($) | Involuntary Termination During Change in Control Period(2)(3) ($) | | Raul Vazquez | | | | | Salary Severance(4) | | 1,050,000 | 1,050,000 | | Bonus Severance(4) | | — | 1,050,000 | | Continuation of Health Insurance Benefits | | 27,081 | 27,081 | | Accelerated Vesting of Equity Awards | 689,572 | 676,696 | 2,253,239 | | Total | 689,572 | 1,753,777 | 4,380,320 | | Kathleen Layton | | | | | Salary Severance | — | 375,000 | 375,000 | | Bonus Severance | — | — | 113,625 | | Continuation of Health Insurance Benefits | — | — | — | | Accelerated Vesting of Equity Awards | — | — | 260,899 | | Total | — | 375,000 | 749,524 | | Patrick Kirscht | | | | | Salary Severance | — | 473,508 | 473,508 | | Bonus Severance | — | — | 307,780 | | Continuation of Health Insurance Benefits | — | 23,248 | 23,248 | | Accelerated Vesting of Equity Awards | 192,215 | — | 760,452 | | Total | 192,215 | 496,756 | 1,564,988 |

  145. Potential Payments and Benefits Upon Termination or Change in Control

    | (1) The values listed in this column for “Equity Awards” reflect the estimated value of the PSUs granted to the applicable NEO that would become eligible PSUs (that is, eligible to vest on March 10, 2026, subject to the NEO continuing to provide service following the change in control through that date) if a change in control occurred on December 29, 2023 (which was during the PSU award’s three-year performance period covering calendar years 2023 through 2025). This estimated value was calculated by multiplying the number of eligible PSUs by the closing price for a share of our common stock on December 29, 2023 (the last business day of our 2023 fiscal year), which was $3.91. The number of eligible PSUs is assumed to be the target number of PSUs since the number of PSUs that would become eligible PSUs based on our TSR performance during the abbreviated performance period was less than the target number of PSUs. |

  146. Potential Payments and Benefits Upon Termination or Change in Control

    | (2) Based on salary and target bonus amounts as of December 29, 2023. |

  147. Potential Payments and Benefits Upon Termination or Change in Control

    | (3) The values listed in this column for “Equity Awards” reflect the estimated value of accelerated vesting of the applicable NEO’s equity awards, which was calculated by multiplying the number of shares underlying the |

  148. Potential Payments and Benefits Upon Termination or Change in Control

    | | 59 |

  149. Potential Payments and Benefits Upon Termination or Change in Control

    NEO’s unvested option, RSU awards or PSU awards that would be accelerated by the closing price for a share of our common stock on December 29, 2023 (the last business day of our 2023 fiscal year), which was $3.91, minus the aggregate exercise price attributable to the accelerated shares in the case of a stock option. No value has been included for stock options that have a per share exercise price at or above $3.91. For the PSU awards granted to Messrs. Vazquez and Kirscht in 2023, the number of PSUs accelerated is assumed to be the target number of PSUs since the number of PSUs that would become eligible PSUs based on our TSR performance during the abbreviated performance period was less than the target number of PSUs.

  150. Potential Payments and Benefits Upon Termination or Change in Control

    | (4) In connection with Mr. Vazquez’ voluntary reduction in salary, the compensation and leadership committee agreed that with respect to the executive severance and change in control policy, any severance benefits received will be determined using the annual base salary in effect immediately before the reduction. |

  151. Pay Versus Performance

    Pay Versus Performance Our executives' pay is variable and linked to our business and financial performance. More than 75% of their compensation is in the form of equity, which aligns their interests with our stockholders’ and results in their compensation actually paid being impacted by our stock performance. The factors considered by the compensation and leadership committee to determine the compensation of the NEOs and other officers is described in the section “Executive Compensation—Roles of the Compensation and Leadership Committee, Management and the Compensation Consultant—Role of the Compensation and Leadership Committee” of this proxy statement. In evaluating each executive’s performance, the compensation and leadership committee sets corporate goals that further the company’s long-term objectives to expand into new markets and grow market share. The compensation and leadership committee also sets financial performance targets to assess the company’s ongoing business and financial performance and operational efficiency. Between 2021 to 2023, we saw a decline in our Net Income and Total Stockholder Return, reflecting challenging macroeconomic conditions and stock price decline. Since the vast majority of our NEO compensation is in the form of equity, the decline in our stock price resulted in a corresponding decline in compensation actually paid to the NEOs. In accordance with the requirements of Item 402(v) of Regulation S-K, the following table provides information regarding the “compensation actually paid” to our principal executive officer (“PEO”) and our other NEOs (“non-PEO NEOs”) and certain financial performance results of the Company.

  152. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for non-PEO NEOs(3) | Average Compensation Actually Paid to non-PEO NEOs(4) | Value of Initial Fixed $100 Investment Based on Company Total Stockholder Return(5) | Net Income (millions)(6) | | 2023 | $1,694,535 | $1,591,853 | $865,003 | $723,769 | $20.19 | $(180.0) | | 2022 | $4,765,924 | $(2,800,770) | $1,998,769 | $(902,860) | $28.45 | $(77.7) | | 2021 | $3,119,385 | $3,733,111 | $1,449,893 | $1,683,680 | $104.54 | $47.4 |

  153. Pay Versus Performance

    | (1) Represents amounts reported in the “total” column of the Summary Compensation Table (“SCT”) for Raul Vazquez (our Chief Executive Officer). Mr. Vazquez was our PEO for each of the years shown. |

  154. Pay Versus Performance

    | (2) Represents dollar amount for Mr. Vazquez derived from the starting point of the compensation reported in the “Total” column of the SCT, under the methodology prescribed under the SEC’s rules, as shown in the table below. The following table presents a reconciliation of total compensation paid to our PEO for each year shown as reported in the SCT, further above, to the compensation actually paid to our PEO, which was computed in accordance with Item 402(v) of Regulation S-K, as reported in the Pay Versus Performance table to which this footnote relates. |

  155. Pay Versus Performance

    | | 62 |

  156. Pay Versus Performance

    | Fiscal Year | 2021 | 2022 | 2023 | | SCT Total for PEO | $3,119,385 | $4,765,924 | $1,694,535 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | $(1,750,029) | $(3,525,743) | $(746,007) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $1,628,524 | $1,330,204 | $1,076,900 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $202,733 | $(3,390,451) | $(415,995) | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $0 | $0 | $0 | | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years that Vested During Fiscal Year | $532,498 | $(1,980,704) | $(17,580) | | - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $0 | $0 | $0 | | Compensation Actually Paid | $3,733,111 | $(2,800,770) | $1,591,853 |

  157. Pay Versus Performance

    | (3) Represents the averages of the amounts reported in the “total” column of the SCT for our non-PEO NEOs. Our non-PEO NEOs for 2022 and 2021 were Jonathan Coblentz and Patrick Kirscht. Our non-PEO NEOs for 2023 were Kathleen Layton and Patrick Kirscht. |

  158. Pay Versus Performance

    | (4) Represents dollar amounts on an averaged basis for our non-PEO NEOs derived from the starting point of the compensation reported in the “Total” column of the SCT, under the methodology prescribed under the SEC’s rules, as shown in the table below. The following table presents a reconciliation of the average total compensation paid to our non-PEO NEOs for each year shown as reported in the SCT, further above, to the average compensation actually paid to our non-PEO NEOs, which was computed in accordance with Item 402(v) of Regulation S-K, as reported in the Pay Versus Performance table to which this footnote relates. |

  159. Pay Versus Performance

    | Fiscal Year | 2021 | 2022 | 2023 | | SCT Total for non-PEO NEOs | $1,449,893 | $1,998,769 | $865,003 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | $(675,024) | $(1,309,572) | $(290,124) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $628,157 | $494,079 | $257,775 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $78,920 | $(1,318,650) | $(103,626) | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $0 | $0 | $0 | | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years that Vested During Fiscal Year | $201,734 | $(767,487) | $(5,258) | | - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $0 | $0 | $0 | | Compensation Actually Paid | $1,683,680 | $(902,860) | $723,769 |

  160. Pay Versus Performance

    | (5) Represents value of initial $100 investment in Oportun stock on December 31, 2021, the last trading day prior to the earliest fiscal year shown in the table. |

  161. Pay Versus Performance

    | (6) Represents the Company’s net income reflected in the Company’s audited financial statements. |

  162. Pay Versus Performance

    | | 63 |

  163. Relationship Between PEO’s and Non-PEO NEOs’ Compensation Actually Paid and Total Shareholder Return (“TSR”)

    Relationship Between PEO’s and Non-PEO NEOs’ Compensation Actually Paid and Total Shareholder Return (“TSR”) The following graph sets forth the relationship between compensation actually paid (or “CAP”) to our PEO and the average of compensation actually paid to our non-PEO NEOs versus the Company’s cumulative TSR for the fiscal years shown.

  164. Relationship Between PEO’s and Non-PEO NEOs’ Compensation Actually Paid and Total Shareholder Return (“TSR”)

    | | 64 |

  165. Relationship Between PEO’s and Non-PEO NEOs’ Compensation Actually Paid and Net Income (Loss)

    Relationship Between PEO’s and Non-PEO NEOs’ Compensation Actually Paid and Net Income (Loss) The following graph sets forth the relationship between compensation actually paid to our PEO and the average of compensation actually paid to our non-PEO NEOs versus our net income (loss) for the fiscal years shown.

  166. Adjusted EBITDA

    Adjusted EBITDA Adjusted EBITDA is a non-GAAP financial measure defined as our net income, adjusted to eliminate the effect of certain items as described below. We believe that Adjusted EBITDA is an important measure because it allows management, investors and our Board to evaluate and compare our operating results, including our return on capital and operating efficiencies, from period-to-period by making the adjustments described below. In addition, it provides a useful measure for period-to-period comparisons of our business, as it removes the effect of taxes, certain non-cash items, variable charges and timing differences.

  167. Adjusted EBITDA

    | • | We believe it is useful to exclude the impact of income tax expense (benefit), as reported, because historically it has included irregular income tax items that do not reflect ongoing business operations. |

  168. Adjusted EBITDA

    | • | We believe it is useful to exclude the impact of interest expense associated with the Company’s Corporate Financing, as we view this expense as related to our capital structure rather than our funding. |

  169. Adjusted EBITDA

    | • | We believe it is useful to exclude the impact of depreciation and amortization and stock-based compensation expense because they are non-cash charges. |

  170. Adjusted EBITDA

    | • | We believe it is useful to exclude the impact of certain non-recurring charges, such as expenses associated with our workforce optimization, acquisition and integration related expenses, and other non-recurring charges because these items do not reflect ongoing business operations. Other non-recurring charges include litigation reserve, impairment charges, debt amendment and warrant amortization costs related to our Corporate Financing. |

  171. Adjusted EBITDA

    | • | We also reverse origination fees for Loans Receivable at Fair Value, net. We recognize the full amount of any origination fees as revenue at the time of loan disbursement in advance of our collection of origination fees through principal payments. As a result, we believe it is beneficial to exclude the uncollected portion of such origination fees, because such amounts do not represent cash that we received. |

  172. Adjusted EBITDA

    | • | We also reverse the fair value mark-to-market adjustment because it is a non-cash adjustment. |

  173. Adjusted EBITDA

    | | 69 |

  174. Adjusted EBITDA

    The following table presents a reconciliation of net income (loss) to Adjusted Net Income for the years ended December 31, 2023 and 2022:

  175. Adjusted EBITDA

    | | Year Ended December 31, | | | Adjusted EBITDA (in thousands) | 2023 | 2022 | | Net income (loss) | $(179,951) | $(77,744) | | Adjustments: | | | | Income tax expense (benefit) | (73,702) | 2,458 | | Interest on corporate financing | 37,684 | 5,987 | | Depreciation and amortization | 42,978 | 35,182 | | Stock-based compensation expense | 17,997 | 27,620 | | Workforce optimization expenses | 22,485 | 1,882 | | Acquisition and integration related expenses | 27,640 | 29,682 | | Origination fees for loans receivable at fair value, net | (18,536) | (26,845) | | Other non-recurring charges(1) | 15,524 | 111,222 | | Fair value mark-to-market adjustment | 109,548 | (119,711) | | Adjusted EBITDA | $1,667 | $(10,267) |

  176. Adjusted EBITDA

    | (1) Certain prior-period financial information has been reclassified to conform to current period presentation. |

  177. Adjusted Operating Efficiency

    Adjusted Operating Efficiency Adjusted Operating Efficiency is a non-GAAP financial measure defined as total operating expenses adjusted to exclude stock-based compensation expense and certain non-recurring charges such as expenses associated with a litigation reserve, our retail network optimization plan, impairment charges and acquisition and integration related expenses divided by total revenue. We believe Adjusted Operating Efficiency is an important measure because it allows management, investors and our Board to evaluate how efficiently we manage costs relative to revenue. The following table presents a reconciliation of Operating Efficiency to Adjusted Operating Efficiency for the years ended December 31, 2023 and 2022:

  178. Adjusted Operating Efficiency

    | | As of or for the Year Ended December 31, | | | (in thousands) | 2023 | 2022 | | Operating Efficiency | 50.6% | 75.2% | | Adjusted Operating Efficiency | | | | Total revenue | $1,056,919 | $952,545 | | Total operating expense | 534,319 | 715,943 | | Stock-based compensation expense | (17,997) | (27,620) | | Workforce optimization expenses | (22,485) | (1,882) | | Acquisition and integration related expenses | (27,640) | (29,682) | | Other non-recurring charges(1) | (14,409) | (111,222) | | Total adjusted operating expenses | $451,788 | $545,537 | | Adjusted Operating Efficiency | 42.7% | 57.3% |

  179. Adjusted Operating Efficiency

    | (1) Certain prior-period financial information has been reclassified to conform to current period presentation. |

  180. Adjusted Operating Efficiency

    | | 70 |