DEF 14A of OppFi Inc.
Filed Apr 26, 2024 · FY20230001193125-24-118097
Director Nominees
Director Nominees The Board is currently comprised of Todd G. Schwartz, Jocelyn Moore, Christina Favilla, Theodore Schwartz, David Vennettilli and Greg Zeeman, with the Class I directors being Christina Favilla and Jocelyn Moore, the Class II directors being Theodore Schwartz and Greg Zeeman, and the Class III directors being David Vennettilli and Todd Schwartz. Each of the current Class III directors is standing for re-election at this Annual Meeting. Each Class III director nominee was recommended for re-election by the Nominating and Corporate Governance Committee for consideration by the Board and proposal to our stockholders. If, before the Annual Meeting, any nominee becomes unable to serve, or chooses not to serve, the Board may nominate a substitute. If that happens, the persons named as proxies on the proxy card will vote for the substitute, subject to the provisions of the Investor Rights Agreement. Alternatively, the Board may either let the vacancy stay unfilled until an appropriate candidate is identified or reduce the size of the Board to eliminate the unfilled seat, subject to the provisions of the Investor Rights Agreement. The information presented below regarding each nominee also sets forth specific experience, qualifications, attributes and skills that led the Board to conclude that such individual should serve as a director in light of our business and structure.
Class III Director Nominees for Election for a Three-Year Term Expiring at the 2027 Annual Meeting
Class III Director Nominees for Election for a Three-Year Term Expiring at the 2027 Annual Meeting
Class III Director Nominees for Election for a Three-Year Term Expiring at the 2027 Annual Meeting
| Todd G. Schwartz Executive Chairman Age: 42 Director Since: 2012 | Todd Schwartz is a Co-Founder of OppFi-LLC and has served as OppFi’s Chief Executive Officer since February 2022. He has been the Executive Chairman of the Board since July 2021 and served as OppFi-LLC’s Chief Executive Officer from its founding in 2012 until 2015 when he became Executive Chairman of OppFi-LLC’s board of managers. Mr. Schwartz is also a Partner of Schwartz Capital Group, where he focuses on the firm’s direct equity investment and real estate efforts and works extensively with portfolio companies on their growth strategies. He is also a Partner of Strand Equity Partners, a leading consumer growth equity firm led by experienced investors and entrepreneurs. Previously, Mr. Schwartz founded the multi-family real estate company Beach Coast Properties in California in 2007 and sold it in 2014. He graduated from Tulane University with a BS in Finance. We believe that Mr. Todd Schwartz is qualified to serve on the Board due to his experience as a Co-Founder and Chief Executive Officer of OppFi-LLC, as our largest stockholder and due to his extensive experience in finance and as a private equity investor. |
Class III Director Nominees for Election for a Three-Year Term Expiring at the 2027 Annual Meeting
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Class III Director Nominees for Election for a Three-Year Term Expiring at the 2027 Annual Meeting
| David Vennettilli Age: 36 Director Since: 2015 | David Vennettilli has served on the Board since July 2021. Mr. Vennettilli was an advisor to OppFi-LLC’s board of managers prior to July 2021 and served in that role since 2015. Mr. Vennettilli is also a Partner at Schwartz Capital Group, a role in which he has served since 2015, where he leads the firm’s private equity, real estate and opportunistic equity efforts. Mr. Vennettilli is also a Partner of Strand Equity Partners, a leading consumer growth equity firm led by experienced investors and entrepreneurs, where he focuses on M&A execution and portfolio company management. Previously, Mr. Vennettilli worked in private equity at GTCR in Chicago from 2011 to 2015, focusing on information services, software and technology investments. Prior to joining GTCR, he worked in investment banking at Moelis & Company in New York. Mr. Vennettilli graduated with high distinction from the University of Michigan Ross School of Business with a BBA in Finance and Accounting. We believe that Mr. Vennettilli is qualified to serve on the Board due to his experience as an advisor to OppFi-LLC’s board of managers since 2015 and due to his extensive experience in finance and as a private equity investor. |
Continuing Class I Directors to Serve Until the 2025 Annual Meeting
Continuing Class I Directors to Serve Until the 2025 Annual Meeting
Continuing Class I Directors to Serve Until the 2025 Annual Meeting
| Christina Favilla Age: 56 Director Since: July 20, 2021 | Christina Favilla served as Chief Operating Officer of Sterling National Bank from July 2017 until December 2018. She previously served as Chief Operating Officer of GE Capital’s lending and leasing business from February 2012 until June 2017. Prior to 2012, she served as President of Discover Bank for six years. She currently serves as a board member of Priority Technology Holdings (Nasdaq: PRTH), a provider of merchant acquiring and commercial payment solutions; a board member of Ocrolus, a provider of a document AI platform for the financial services industry; and a board member of Citizens State Bank of Ouray Colorado. She previously served as a board member of Mount Rainier Acquisition Corp., a special purpose acquisition company (Nasdaq: RENR), until its business combination in February 2023. Ms. Favilla is a seasoned banking and financial services professional with a track record of growing business platforms in volatile regulatory environments. Her core skills include people leadership, risk management, P&L, and IT governance. Ms. Favilla holds an MBA in Information Systems from the Fordham Gabelli School of Business. We believe Ms. Favilla is qualified to serve on the Board based on her extensive executive leadership and management experience and her significant strategic and leadership expertise in the financial services industry. |
Continuing Class I Directors to Serve Until the 2025 Annual Meeting
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Continuing Class I Directors to Serve Until the 2025 Annual Meeting
| Jocelyn Moore Age: 47 Director Since: July 20, 2021 | Jocelyn Moore is our Lead Director. Ms. Moore currently serves as the Founder and Principal of Jocelyn Moore Consulting, LLC, a boutique corporate affairs advisory firm . She serves on the boards of DraftKings, Inc. (Nasdaq: DKNG), an online sports betting and online gaming company; and Pallas Advisors, a strategic advisory firm specializing in national security, defense, and innovation. Ms. Moore is also a member of the board of directors of Omaze, a private fundraising company disrupting traditional philanthropy and empowering world-changing nonprofits. She previously served as a director of Games & Esports Experience Acquisition Corp. from June 2022 to April 2023. In October 2021, Ms. Moore was appointed by the Biden Administration to serve on the board of the First Responder Network (FirstNet) Authority, a unique public-private partnership created after September 11th to provide a high-speed, nationwide, wireless broadband network for public safety. As Principal of Jocelyn Moore Consulting LLC starting in May 2020, Ms. Moore has advised CEOs, executive teams, and boards of directors on strategic communications, crisis and risk management, regulatory affairs, corporate social responsibility, operations, organizational change, and diversity, equity, inclusion, and belonging. Ms. Moore previously served as Senior Managing Director of Corporate Affairs at Pretium, an alternative investment management firm, from January 2022 until June 2023 and as Executive Vice President of Communications and Public Affairs at the National Football League (“NFL”) from June 2018 until April 2020. As the NFL’s Global Chief Communications Officer, she was a member of the executive leadership team and responsible for managing the league’s corporate affairs. From July 2016 to June 2018, Ms. Moore was Senior Vice President of Public Policy and Government Affairs at the NFL. As Head of the NFL’s Washington, D.C. office, she led the league’s public policy agenda and managed the league’s political action committee. Prior to joining the NFL, from September 2015 until July 2016, Ms. Moore served as a Managing Director of The Glover Park Group, a leading national communications and government affairs consulting firm. She also spent 15 years in various staff positions in the United States Senate, most recently as the Deputy Staff Director of the Senate Finance Committee. Ms. Moore is a member of the West Virginia University Health System Board of Directors, where she serves on the Quality & Patient Safety Committee. She serves as a director on several nonprofit boards: the West Virginia University Health System Board of Directors, where she is a member of the Quality & Patient Safety Committee; the University of Florida Foundation National Board of Directors, where she is as a member of the Audit and Nominating Committees; and the DC Rape Crisis Center Board of Directors, where she is a member of the Fundraising Committee. Ms. Moore holds a B.A. in English and an M.Ed. in Student Personnel in Higher Education, both from the University of Florida. We believe Ms. Moore is qualified to serve on the Board due, among other things, to her experience and background in managing large-scale corporations, including experience in the front office of the National Football League, as well as her service as a member of the board of directors of numerous entities. |
Continuing Class II Directors to Serve Until the 2026 Annual Meeting
Continuing Class II Directors to Serve Until the 2026 Annual Meeting
Continuing Class II Directors to Serve Until the 2026 Annual Meeting
| Theodore Schwartz Age: 70 Director Since: July 20, 2021 | Theodore Schwartz is a Co-Founder of OppFi-LLC and has been served on its board of managers from its founding in 2012 until July 2021. Mr. Schwartz is also a Founder and Managing Partner of Schwartz Capital Group, where he focuses on the firm’s direct equity investment efforts and works extensively with portfolio companies on their customer strategies. He is also a Co-Founder of Strand Equity Partners, a leading consumer growth equity firm led by experienced investors and entrepreneurs. Prior to founding Schwartz Capital and Strand Equity Partners, Mr. Schwartz was founder and Chairman of APAC Customer Services, Inc. (“APAC”), a company he founded in 1992. Under his direction and stewardship, APAC was a pioneer employing over 25,000 people and remains a leader in providing outsourced solutions for a wide range of Fortune 500 clients. Mr. Schwartz took APAC public via an initial public offering in 1995 and sold the remainder of his shares to JP Morgan in 2011. He enjoys building businesses and mentoring management teams. In addition, he has been extensively involved in various philanthropic efforts. We believe that Mr. Schwartz is qualified to serve on the Board due to his experience as a Co-Founder of OppFi-LLC, as a major stockholder and due to his extensive experience leading companies from the growth stage through public listing. |
Continuing Class II Directors to Serve Until the 2026 Annual Meeting
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Continuing Class II Directors to Serve Until the 2026 Annual Meeting
| Greg Zeeman Age: 55 Director Since: July 20, 2021 | Greg Zeeman served as the Chief Executive Officer of Libra Solutions (f/k/a Oasis Financial), a leading privately held specialty finance company focused on consumer and commercial legal finance, headquartered in Rosemont, Illinois, from May 2019 to February 2023. Prior to that, he was Chief Operating Officer at Enova International and previously held various roles at multinational banking and financial services company HSBC, including as Chief Operating Officer of HSBC North America Holdings and Deputy Chief Executive Officer of HSBC Singapore. He is also a member of the non-profit board of the Daniel Murphy Scholarship Fund. Mr. Zeeman holds a Bachelor of Arts in Economics and Political Science from the University of North Carolina at Chapel Hill and a Master of Business Administration from Harvard Business School. We believe Mr. Zeeman is qualified to serve on the Board based on his extensive executive leadership and management experience and his significant strategic and leadership expertise in the financial services industry. |
Director Compensation
Director Compensation The Board compensation program (the “Director Compensation Program”) is designed to provide competitive compensation necessary to attract and retain high quality non-employee directors and to encourage their ownership of our stock to further align their interests with those of our stockholders. The Director Compensation Program provides for an annual equity retainer with a grant date fair value equal to $150,000 to our eligible directors. This annual retainer is paid in the form of restricted stock units under the OppFi Inc. 2021 Equity Incentive Plan, as amended (the “Plan”), which will vest in their entirety into shares of our Class A Common Stock on the earlier of (i) the one-year anniversary of the date of grant or (ii) the date of the next annual meeting of stockholders following the grant date, subject to continued service. The Director Compensation Program also provides for quarterly cash payments in the annualized amount of (i) a $50,000 retainer for service on the Board, (ii) a $45,000 retainer for service as Executive Chairman of the Board, (iii) a $25,000 retainer for service as Lead Director, (iv) a $8,000 retainer ($18,000 for the chair) for service on the Compensation Committee, (v) a $10,000 retainer ($22,500 for the chair) for service on the Audit Committee and (vi) a $7,000 retainer ($12,000 for the chair) for service on the Nominating and Corporate Governance Committee. The table below summarizes the compensation earned by our directors/and or paid by the Company to our non-employee directors for fiscal year ended December 31, 2023. Mr. Todd Schwartz’s compensation is described below under “Executive Compensation.”
Director Compensation
| Name | Fees Earned or Paid in Cash (Meeting Fees and Retainers) ($) | Stock Awards ($) | All Other Compensation | Total ($) | | Christina Favilla | $68,000(1) | $150,000 | — | $218,000 | | Jocelyn Moore | $92,000(2) | $150,000 | — | $242,000 | | Theodore Schwartz | $50,000(3) | $150,000 | — | $200,000 | | David Vennettilli | $75,000(4) | $150,000 | — | $225,000 | | Greg Zeeman | $80,500(5) | $150,000 | — | $230,500 |
Director Compensation
| (1) Includes the annual retainers of $50,000 for service on the Board, $10,000 for service on the Audit Committee and $8,000 for service on the Compensation Committee. |
Director Compensation
| (2) Includes the annual retainers of $50,000 for service on the Board, $25,000 for service as Lead Director, $10,000 for service on the Audit Committee and $7,000 for service on the Nominating and Corporate Governance Committee. |
Director Compensation
| (3) Includes the annual retainer of $50,000 for service on the Board. |
Director Compensation
| (4) Includes the annual retainers of $50,000 for service on the Board, $18,000 for service as the chair of the Compensation Committee and $7,000 for service on the Nominating and Corporate Governance Committee. |
Director Compensation
| (5) Includes the annual retainers of $50,000 for service on the Board, $22,500 for service as the chair of the Audit Committee and $8,000 for service on the Compensation Committee commencing in March 2022. |
Director Compensation
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Bonuses
Bonuses Bonus compensation is designed to hold executives accountable, reward executives based on actual business results and help create a “pay for performance” culture. Each named executive officer’s employment agreement set the target bonus as a percentage of base salary. In April 2023, a bonus plan (the “2023 Bonus Plan”) was designed for and implemented by the Company. The 2023 Bonus Plan established the bonus metrics for the fiscal year ended December 31, 2023 for our named executive officers and provided that 75% of the bonus for each named executive officer would be awarded based on the achievement of certain financial metrics identified under the 2023 Bonus Plan, with a payout threshold of 85% of each metric to be achieved for any payment and a payout cap of 200% on each metric. The 2023 Bonus Plan also provided that 25% of the bonus would be awarded based on individual performance. Discretion was applied by the Board to establish an overall payout of 100 % of the target bonus, with an increased percentage of the overall payout derived from individual performance, for each member of the senior leadership team, including each of the named executive officers, other than Todd Schwartz. See the “Non-Equity Incentive Plan Awards” column in the 2023 Summary Compensation Table for the bonus amounts earned by the named executive officers in 2023 under the 2023 Bonus Plan.
Equity Awards
Equity Awards
The OppFi Inc. 2021 Equity Incentive Plan
The OppFi Inc. 2021 Equity Incentive Plan On July 20, 2021, the Company established the Plan, which provides for the grant of awards in the form of options, stock appreciation rights, restricted stock awards, restricted stock units, performance shares, performance units, cash-based awards, and other stock-based awards to employees, non-employee directors, officers, and consultants. As of December 31, 2023, the maximum aggregate number of shares of Class A Common Stock that may be issued under the Plan was 17,257,521 shares. The maximum aggregate number of shares is subject to annual increases beginning on January 1, 2023 and continuing on the first day of each subsequent fiscal year through and including
The OppFi Inc. 2021 Equity Incentive Plan
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The OppFi Inc. 2021 Equity Incentive Plan
the tenth anniversary of the commencement of the initial annual increase, which are currently equal to the lesser of five percent of the number of shares of Class A Common Stock and Class V Common Stock outstanding at the conclusion of the Company’s immediately preceding fiscal year, or an amount determined by the Company’s Board of Directors. As of December 31, 2023, the Company had only granted awards in the form of options, restricted stock units, and performance stock units. Stock options granted to date under the Plan (“Options”) generally vest over four years with 25% of Options vesting on the first anniversary of the grant and the remaining 75% vesting quarterly over the remaining 36 months. Under the terms of the Plan, Option holders have a 10-year period to exercise the Options before they expire. Restricted stock units granted to employees and executive officers to date (“RSUs”) generally vest over four years with 25% of the RSUs vesting on the first anniversary of the grant and the remaining 75% vesting quarterly over the remaining 36 months. RSUs granted to directors to date vest on the earlier of the one-year anniversary of grant or the date of the Company’s next annual meeting of stockholders. Performance stock units granted as RSUs with performance based vesting conditions to executive officers to date (“PSUs”) generally vest over four years, subject to the achievement of specified performance targets. See the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the awards received by the named executive officers. The named executive officers were not granted any equity awards during 2023.
Summary Compensation Table
Summary Compensation Table The following table presents information regarding the total compensation awarded to, earned by, and paid to OppFi’s named executive officers for the fiscal years ended December 31, 2023 and 2022.
Summary Compensation Table
| Name and principal position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Non-Equity Incentive Plan Awards ($) | All other compensation ($) | Total ($) | | Todd Schwartz Chief Executive Officer and Executive Chairman of the Board | 2023 | $148,315 | — | — | — | — | $580 | $148,895 | | | 2022 | $51,600(2) | — | — | — | — | $19,246(3) | $70,846 | | Pamela Johnson Chief Financial Officer | 2023 | $334,188 | — | — | — | $151,369(4) | $20,759(5) | $506,316 | | | 2022 | $309,615 | — | $150,000 | $110,250 | $91,697(6) | $18,862(5) | $680,424 | | Christopher McKay Chief Risk and Analytics Officer | 2023 | $337,963(7) | — | — | — | $196,650(4) | $35,451(5) | $561,147 | | | 2022 | $320,000 | — | $250,000 | — | $123,500(6) | $30,431(5) | $723,931 |
Summary Compensation Table
| (1) The amounts in this column reflect the aggregate grant date fair value of awards calculated in accordance with FASB ASC Topic 718. See Note 11 to the Company’s audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 for a discussion of all assumptions made by us in determining the grant-date fair value of these awards. |
Summary Compensation Table
| (2) Represents Mr. Schwartz’s prorated salary for 2022 based on his appointment as CEO commencing on February 28, 2022. |
Summary Compensation Table
| (3) Represents $19,167 in fees paid to Mr. Schwartz for two months of service on the Board (prior to his appointment as CEO) as the Chair, member of the Compensation Committee and member of the Nominating and Governance Committee as well as OppFi’s contributions to his AD&D premiums, short term disability premiums, life insurance premiums, and any taxable awards received through OppFi’s employee recognition program. |
Summary Compensation Table
| (4) Represents amounts paid under the 2023 Bonus Plan. |
Summary Compensation Table
| (5) The amounts in this column represent OppFi’s contributions to the named executive officer’s 401(k) plan account, AD&D premiums, short term disability premiums, medical premiums, dental premiums, life insurance premiums, health savings account matching contributions, dependent care contributions, and any taxable awards received through OppFi’s employee recognition program. |
Summary Compensation Table
| (6) Represents amounts paid under the 2022 Bonus Plan. |
Summary Compensation Table
| (7) Includes a one-time supplemental payment paid to Mr. McKay in the amount of $8,916.92 for accrued but unused PTO. |