DEF 14A of OppFi Inc.
Filed Apr 28, 2026 · FY20250001193125-26-187424
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 II directors is standing for re-election at this Annual Meeting. Each Class II 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 II Director Nominees for Election for a Three-Year Term Expiring at the 2029 Annual Meeting
Class II Director Nominees for Election for a Three-Year Term Expiring at the 2029 Annual Meeting
Class II Director Nominees for Election for a Three-Year Term Expiring at the 2029 Annual Meeting
| Theodore Schwartz Age: 72 Director Since: 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, an entrepreneurial family investment firm, 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. |
Class II Director Nominees for Election for a Three-Year Term Expiring at the 2029 Annual Meeting
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Class II Director Nominees for Election for a Three-Year Term Expiring at the 2029 Annual Meeting
| Greg Zeeman Age: 57 Director Since: 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. |
Continuing Class III Directors to Serve Until the 2027 Annual Meeting
Continuing Class III Directors to Serve Until the 2027 Annual Meeting
Continuing Class III Directors to Serve Until the 2027 Annual Meeting
| Todd G. Schwartz Executive Chairman Age: 44 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. |
Continuing Class III Directors to Serve Until the 2027 Annual Meeting
| David Vennettilli Age: 38 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 III Directors to Serve Until the 2027 Annual Meeting
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Continuing Class I Directors to Serve Until the 2028 Annual Meeting
Continuing Class I Directors to Serve Until the 2028 Annual Meeting
Continuing Class I Directors to Serve Until the 2028 Annual Meeting
| Christina Favilla Age: 58 Director Since: 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 2028 Annual Meeting
| Jocelyn Moore Age: 49 Director Since: 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 founded in May 2020. She serves on the boards of DraftKings, Inc. (Nasdaq: DKNG), a digital sports entertainment and gaming company, and Pallas Advisors, a strategic advisory firm specializing in national security, defense and innovation. In October 2021 and again in October 2024, Ms. Moore was appointed 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. From June 2022 to April 2023, Ms. Moore served as a director of Games & Esports Experience Acquisition Corp. (formerly Nasdaq: GEEX) and from December 2021 to March 2025, she served as a director of Omaze, a private fundraising company disrupting traditional philanthropy and empowering world-changing nonprofits. Ms. Moore served as Senior Managing Director of Corporate Affairs at Pretium, an alternative investment management firm, from January 2022 until June 2023 and in various roles with the National Football League (“NFL”), including Executive Vice President of Communications and Public Affairs and member of the NFL’s executive leadership team from June 2018 until April 2020 and Senior Vice President of Public Policy and Government Affairs from July 2016 to June 2018. Prior to joining the NFL, from September 2015 until July 2016, Ms. Moore served as a Managing Director of The Glover Park Group (now FGS Global), a leading national communications and government affairs consulting firm. She also spent 15 years in various senior staff positions in the United States Senate, most recently as the Deputy Staff Director of the Senate Finance Committee. Ms. Moore serves as a director on the West Virginia University Health System Board of Directors, where she is a member of the Quality & Patient Safety Committee, and on 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 NFL, as well as her service as a member of the board of directors of numerous entities. |
Continuing Class I Directors to Serve Until the 2028 Annual Meeting
| | The Board unanimously recommends a vote “FOR” each of the Class II director nominees: Theodore Schwartz and Greg Zeeman. |
Continuing Class I Directors to Serve Until the 2028 Annual Meeting
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Director Compensation
Director Compensation
Director Compensation Program
Director Compensation Program 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 value of $150,000 to our eligible directors. This annual retainer is paid in the form of restricted stock units or “RSUs” 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. Dividend equivalent rights apply with respect to the annual retainer RSUs granted in 2025. 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 (which is not currently paid given the Executive Chairman of the Board is currently the CEO), (iii) a $30,000 retainer for service as Lead Director (increased from $25,000 effective October 1, 2025), (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, which is not currently paid given the chair of the Nominating and Corporate Governance Committee is currently the CEO) for service on the Nominating and Corporate Governance Committee.
Director Deferred Compensation Plan
Director Deferred Compensation Plan On June 9, 2025, the Board adopted the OppFi Inc. Director Deferred Compensation Plan (the “Director DCP”). The Director DCP is a nonqualified, unfunded deferred compensation arrangement that permits non-employee directors to elect to defer receipt of equity-based compensation, generally RSUs granted under the Plan (or any successor plan). Directors may make deferral elections with respect to equity awards for a given participation year by submitting an election form specifying the amount deferred and the applicable payment schedule, which generally must be made in advance of the year of grant. Deferred amounts are credited to a bookkeeping account and tracked as stock units and remain subject to the terms and vesting conditions of the underlying awards. As of December 31, 2025, each director had the following aggregate number of stock units accumulated in his or her deferral account: Ms. Favilla, 12,907 units; Ms. Moore, zero units; Mr. Schwartz, 12,907 units; Mr. Vennettilli, 38,720 units; and Mr. Zeeman, zero units. Distributions are made in accordance with the director’s election and generally occur upon the specified payment date or upon certain events, including a qualifying change in control or the director’s death, at which time amounts may be paid to a designated beneficiary. The Director DCP is intended to comply with Section 409A of the Internal Revenue Code.
Additional Director Compensation
Additional Director Compensation Mr. Vennettilli received an additional RSU award with a value of $450,000 in June 2025 to recognize additional service he provides to OppFi above and beyond those expected of our non-employee directors, with $150,000 related to service in respect of 2024 (none of which were eligible for deferral under the Director DCP) and the remaining $300,000 for service in respect of 2025. His additional responsibilities relate to setting strategy for, and leading execution of, OppFi’s corporate development program and general corporate strategy in partnership with OppFi’s CEO. The independent directors evaluated Mr. Vennettilli’s responsibilities and determined that the additional RSU award was the most appropriate way to recognize his contributions and ensure continued alignment with our stockholders.
Additional Director Compensation
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Additional Director Compensation
Director Compensation
2025 Non-Employee Director Compensation
2025 Non-Employee Director Compensation The table below summarizes the compensation earned by our directors and/or paid by the Company to our non-employee directors for the fiscal year ended December 31, 2025. Mr. Todd Schwartz’s compensation is described below under “Executive Compensation.”
2025 Non-Employee Director Compensation
| Name | Fees Earned or Paid in Cash (Meeting Fees and Retainers) ($) | Stock Awards ($)(1) | Total ($) | | Christina Favilla | $68,000(2) | $179,278 | $247,278 | | Jocelyn Moore | $93,250(3) | $179,278 | $272,528 | | Theodore Schwartz | $50,000(4) | $179,278 | $229,278 | | David Vennettilli | $75,000(5) | $717,099(6) | $792,099 | | Greg Zeeman | $80,500(7) | $179,278 | $259,778 |
2025 Non-Employee Director Compensation
| (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 9 to the Company’s audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 for a discussion of all assumptions made by us in determining the grant-date fair value of these awards. Each award consisted of 12,907 RSUs (51,627 RSUs for Mr. Vennettilli), which was granted on June 10, 2025. The Company calculated the number of RSUs to grant each director by dividing the intended value of each award by the average stock price of approximately $11.62 for May 2025, the month prior to the 2025 annual meeting. The actual grant date fair value under FASB ASC Topic 718 is tied to the closing stock price of $13.89 for June 9, the trading day prior to the date of grant. The award to each non-employee director vests in full on the earlier of (i) the first anniversary of the grant date and (ii) the next annual meeting. As of December 31, 2025, each non-employee director held 12,907 unvested RSUs with the exception of Mr. Vennettilli, who held 51,627 unvested RSUs. |
2025 Non-Employee Director Compensation
| (2) 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. |
2025 Non-Employee Director Compensation
| (3) Includes the annual retainers of $50,000 for service on the Board, $26,250 for service as Lead Director (the annual retainer for service as Lead Director was increased on October 1, 2025 from $25,000 to $30,000, resulting in Ms. Moore receiving an additional $1,250 for such service in 2025), $10,000 for service on the Audit Committee and $7,000 for service on the Nominating and Corporate Governance Committee. |
2025 Non-Employee Director Compensation
| (4) Includes the annual retainer of $50,000 for service on the Board. |
2025 Non-Employee Director Compensation
| (5) 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. |
2025 Non-Employee Director Compensation
| (6) This award represents an additional 38,720 RSUs granted to Mr. Vennettilli in connection with his additional service to the Company as described above. |
2025 Non-Employee Director Compensation
| (7) 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. |
2025 Non-Employee Director Compensation
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Role of the Board, Compensation Committee and Management in Determining Compensation
In setting executive compensation, the Compensation Committee considers a number of factors, including the recommendations of our CEO (other than with respect to himself), market data and competitive benchmarking assessments prepared by the Company’s independent compensation consultant (as discussed below in the section entitled “Benchmarking Comparison to Peer Group”), current and past total compensation, current equity holdings and the retention value thereof, overall forecast and budget considerations, current market conditions and the talent market environment, company performance and growth, the specific needs of the business at critical points in time, each executive’s role, criticality and relative scope of responsibility, individual performance and contributions, longevity and depth in role, overall experience and expertise, as well as internal equity considerations.
Guidance from Independent Compensation Consultant
Guidance from Independent Compensation Consultant In accordance with its written charter, the Compensation Committee has authority to retain or obtain the advice of an independent compensation consultant, legal counsel or other advisors to assist with the execution of its duties including as it relates to executive and non-employee director compensation. The Compensation Committee believes that working with an independent compensation consultant furthers its objectives to recruit and retain qualified executives and non-employee directors, align their interests with those of our stockholders and help design compensation packages that will appropriately motivate and reward ongoing achievement of our business goals. The Compensation Committee continued to engaged the services of Frederic W. Cook & Co., Inc. (“FW Cook”) as an independent outside compensation consultant to assist in its evaluation of executive and director compensation for 2025. At the request of the Compensation Committee, FW Cook provides services and advice related to the review of executive and non-employee director compensation levels and design, our compensation peer group, compensation-related disclosures such as our CD&A, compensation-related agreement, regulatory and governance topics, and other relevant areas. Based on consideration of the various factors set forth in applicable NYSE and SEC rules, the Compensation Committee does not believe that its relationship with FW Cook and the work of FW Cook on behalf of the Compensation Committee have raised any conflicts of interest. The Compensation Committee reviews these factors and considers information provided by FW Cook regarding its independence in determining that FW Cook remains an independent compensation consultant to the Compensation Committee.
Benchmarking to Peer Group / Competitive Market Review
Benchmarking to Peer Group / Competitive Market Review In connection with the development of our 2025 executive compensation program, the Compensation Committee, following consultation with FW Cook, approved a peer group. In establishing the peer group for 2025, the criteria that were used to identify the peer companies were financial profile, revenue, market capitalization, and business model. The 19 companies in the peer group for 2025 are listed below.
Benchmarking to Peer Group / Competitive Market Review
| Alerus Financial Corp. | Katapult Holdings, Inc. | PRA Group, Inc. | | Consumer Portfolio Services, Inc. | LendingClub Corp. | Propel Holdings Inc. | | Dave Inc. | Medallion Financial Corp. | Regional Management Corp. | | Enova International, Inc. | MoneyLion Inc. | Upstart Holdings, Inc. | | EZCORP, Inc. | Oportun Financial Corp. | World Acceptance Corp. | | Green Dot Corp. | Payfare Inc.(1) | | | International Money Express, Inc. | Performant Healthcare, Inc. | |
Benchmarking to Peer Group / Competitive Market Review
| (1) Payfare Inc. was included in the peer group used to inform 2025 compensation decisions but was removed in April 2025 following its acquisition in March 2025. |
Benchmarking to Peer Group / Competitive Market Review
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Bonuses
Bonuses Our bonus compensation program is designed to hold executives accountable, reward executives based on actual business results and help create a “pay for performance” culture. In early 2025, a bonus plan (the “2025 Bonus Plan”) was designed for and implemented by the Company. The 2025 Bonus Plan established the bonus metrics for the fiscal year ended December 31, 2025 for our named executive officers, excluding Mr. Schwartz, our Chief Executive Officer. The 2025 Bonus Plan further provided that 75% of the bonus for each applicable NEO would be awarded based on the achievement of certain financial metrics identified under the 2025 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 2025 Bonus Plan also provided that 25% of the bonus would be awarded based on individual performance. The following table sets forth the bonus target opportunities under the 2025 Bonus Plan for each applicable NEO during 2025 and 2024 and the percentage increase in these bonus targets from 2024 to 2025:
Bonuses
| Named Executive Officer | 2024 Bonus Target ($) | 2025 Bonus Target ($) | % Increase | | Pamela Johnson | 156,667 | 162,150 | 3.5% | | Christopher McKay | 207,254 | 214,508 | 3.5% |
Bonuses
The Board approved an overall payout of 113.8% of the target bonus for each member of the senior leadership team, including each of the applicable NEOs (recognizing Mr. Schwartz, our CEO, did not participate in the 2025 Bonus Plan). The following table summarizes the 2025 target bonus opportunities (assuming 100% payout at target) for each NEO, as well as actual cash bonus amounts earned by each applicable NEO during 2025 under the 2025 Bonus Plan that were paid in early 2026:
Bonuses
| Named Executive Officer | 2025 Bonus Target Opportunity at 100% Payout ($) | 2025 Actual Bonus Payout Level (%) | 2025 Actual Bonus Payout Amount ($) | | Pamela Johnson | 162,150 | 113.8% | 184,521 | | Christopher McKay | 214,508 | 113.8% | 244,103 |
Bonuses
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Equity Compensation
Equity Compensation
OppFi Inc. 2021 Equity Incentive Plan
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 stock options (“Options”), stock appreciation rights, restricted stock awards, RSUs, performance shares, performance units (“PSUs”), cash-based awards and other stock-based awards (collectively, “LTIP Awards”) to employees, non-employee directors, officers and consultants. As of December 31, 2025, the Company had only granted awards in the form of Options, RSUs and PSUs. To date, the grants of Options under the Plan 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. RSUs granted under the Plan to employees and executive officers for periods prior to April 1, 2024, 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 employees and executive officers on and after April 1, 2024 generally vest over three years with 25% of the RSUs vesting on the date of grant and the remaining 75% vesting quarterly over the remaining 36 months. This change was made to align the vesting schedule with the Company’s compensation-setting cycle, pursuant to which target values and performance criteria are established in the year prior to grant, while the related equity awards are not granted until the following year. As a result, although the post-April 1, 2024 RSUs have a three-year vesting schedule from the grant date, they continue to reflect an overall four-year performance and retention period. 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. Dividend equivalent rights apply with respect to the RSUs granted after June 9, 2025. To date, PSUs granted under the Plan (i.e., RSUs with performance-based vesting conditions) to executive officers generally vest over four years, subject to the achievement of specified performance targets. The Company has not granted new awards of Options, stock appreciation rights or similar option-like instruments (collectively “Option-Based Awards”) since 2022. Accordingly, the Company has no specific policy or practice on the timing of Option-Based Awards in relation to the disclosure of material nonpublic information by the Company.
2025 Equity Awards
2025 Equity Awards The Company issued RSU awards to each of the named executive officers in April 2025 in recognition of individual and Company performance in 2024. In connection with these RSU awards, a target dollar value for the 2025 RSU opportunity was established in early 2024 at the same time base salaries and target annual bonuses were approved. This target dollar value for the 2025 RSU opportunity for each NEO was converted into a number of target RSUs by dividing the target dollar value by the average closing price during the month of that fiscal year’s earnings release (March 2024). In early 2025, our Chief Executive Officer assessed the performance of the Company and each of his direct reports, including the other NEOs, but not for himself, in connection with making recommendations for the appropriate 2025 RSU award levels for these individuals. The Compensation Committee and Board reviewed the CEO’s recommendations for these individuals and independently determined the appropriate 2025 RSU award levels for both these individuals as well as the CEO. In other words, the number of RSUs issued (if any) is discretionary and the applicable 2025 RSU award level modifies the target number of RSUs resulting in the actual number of RSUs issued. For the 2025 RSU awards, 100% of the target opportunity was awarded to Mr. McKay and Ms. Johnson, and a 136% of target opportunity was awarded to Mr. Schwartz. In making its decisions, the Compensation Committee and Board considered the Company’s exceptional results in 2024, individual performance of each NEO and competitive market data. The table below shows the target annual RSU award details established in early 2024, the performance payout percentage as approved by the Compensation Committee in early 2025 and the resulting grant date fair value of RSU awards issued in April 2025.
2025 Equity Awards
| Named Executive Officer | Target RSU Value ($) | Target RSUs (#)(1) | Performance Payout Percentage (% of Target) | Actual RSUs Issued (#) | Grant Date Fair Value ($)(2) | | Todd Schwartz | $250,000 | 89,912 | 136% | 122,280 | $1,137,204 | | Pamela Johnson | $260,250 | 93,598 | 100% | 93,598 | $870,461 | | Christopher McKay | $250,000 | 89,912 | 100% | 89,912 | $836,182 |
2025 Equity Awards
| (1) The price used to determine 2025 target RSUs was approximately $2.78 based on the average closing price for all trading days during the month of March 2024 (the month of the 2024 Earnings Release). |
2025 Equity Awards
| (2) Grant date fair value equals the product of the actual RSUs issued and the March 31, 2025 closing price of $9.30. |
2025 Equity Awards
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2025 Equity Awards
The Compensation Committee adopted the foregoing approach to issuing RSU awards in 2023 (with the first grant on April 1, 2024) and continued to use it in subsequent years (including in 2025 with respect to RSU awards that may be granted in 2026) to serve as a hybrid blend of time-based vesting RSUs with no performance requirements and traditional PSUs with pre-established, formulaic goals. The Company views this design as providing flexibility to adjust the final value for the award based on performance factors that may not lend well to pre-established, formulaic goals while maintaining the retentive benefits of time-based restricted stock awards that demand accountability for in-year stockholder returns to increase the value. Given that the performance year has already been completed at the time the award is granted, the vesting schedule provides for the vesting of 25% of the RSUs on the date of grant. For the 2026 RSUs, the applicable RSU opportunity was established in early 2025 and the actual number of RSUs issued was determined in early 2026, with such issuance occurring in April 2026. These awards do not appear in this year’s Summary Compensation Table, as they were not granted until after the relevant fiscal year end. Instead, they will appear in the Summary Compensation Table for the proxy statement to be filed in 2027. The target annual RSU award details established in early 2025, the performance payout percentage as approved by the Compensation Committee in early 2026, and the resulting grant date fair value of RSU awards issued in April 2026:
2025 Equity Awards
| Named Executive Officer | Target RSU Value ($) | Target RSUs (#)(1) | Performance Payout Percentage (% of Target) | Actual RSUs Issued (#) | Grant Date Fair Value ($)(2) | | Todd Schwartz | $2,000,000 | 208,053 | 100% | 208,053 | $1,604,089 | | Pamela Johnson | $260,250 | 27,073 | 100% | 27,073 | $208,733 | | Christopher McKay | $250,000 | 26,007 | 100% | 26,007 | $200,514 |
2025 Equity Awards
| (1) The price used to determine 2026 target RSUs was approximately $9.61 based on the average closing price for all trading days during the month of March 2025 (the month of the 2025 Earnings Release). |
2025 Equity Awards
| (2) Grant date fair value equals the product of the actual RSUs issued and the March 31, 2026 closing price of $7.71. |
2025 Equity Awards
The increase in the target dollar value for the 2026 RSU opportunity for Mr. Schwartz was intended to result in an increase in his overall total direct compensation to position him between the 25th and the 50th percentile of competitive market data for comparable CEOs.
2025 Equity Awards
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Employment, Severance and Change in Control Arrangements
Employment, Severance and Change in Control Arrangements Neither Mr. Schwartz, our Chief Executive Officer, nor Mr. McKay, our Chief Risk and Analytics Officer, was party to an employment agreement with the Company in 2025, and Messrs. Schwartz and McKay are not currently parties to such an employment agreement. During 2025, Ms. Johnson, our Chief Financial Officer, was, and currently remains, a party to an employment agreement with the Company. Other than Ms. Johnson’s severance pay described below, neither of Messrs. Schwartz or McKay are entitled to any severance pay on termination.
Pamela Johnson
Pamela Johnson Ms. Johnson’s employment agreement with the Company, dated as of August 9, 2022, provides for Ms. Johnson to serve as CFO of the Company. The employment agreement provides for Ms. Johnson to receive an annual base salary, subject to merit increases from time to time as determined by the compensation committee of the Board, and an annual incentive bonus with a target of 45% of annual base salary, with the actual bonus amount determined based on achievement of performance targets as determined by the compensation committee. Ms. Johnson is eligible to receive annual equity grants and is entitled to participate in the Company’s employee benefit plans and paid vacation in accordance with the Company’s policies. In the event Ms. Johnson’s employment is terminated by the Company without Cause (as defined in the employment agreement) or by Ms. Johnson for Good Reason (as defined in the employment agreement), she will be entitled to severance of 12 months’ base salary, in addition to reimbursement of healthcare premiums. Ms. Johnson is subject to customary restrictive covenants during the term of employment and thereafter for the applicable severance period in the event of termination without Cause or for Good Reason, or for 12 months in the case of any other termination.
Executive Deferred Compensation Plan
Executive Deferred Compensation Plan On October 28, 2025, the Board adopted the OppFi Inc. Executive Deferred Compensation Plan (the “DCP”), effective with respect to equity compensation granted for participation years beginning on and after January 1, 2026. The DCP is a nonqualified, unfunded deferred compensation arrangement for a select group of management, including our named executive officers. Eligible executives may elect, generally on an irrevocable basis prior to the applicable year, to defer receipt of certain equity awards granted under the Plan, including RSUs, performance awards and other stock-based awards. Deferred awards are credited to a bookkeeping account and tracked as stock units, remain subject to the terms and vesting conditions of the underlying award and are payable in accordance with the participant’s election and the terms of the underlying award. Distributions generally are made within 60 days following the elected payment date or upon certain specified events, including a qualifying change in control, death or disability. The DCP is intended to comply with Section 409A of the Internal Revenue Code.
2025 Summary Compensation Table
2025 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, 2025, 2024 and 2023.
2025 Summary Compensation Table
| Name and principal position | Year | Salary ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Awards ($)(2) | All other compensation ($)(3) | Total ($) | | Todd Schwartz Chief Executive Officer and Executive Chairman of the Board | 2025 | $461,538 | $1,137,204 | $— | $984 | $1,599,726 | | | 2024 | $297,115 | $— | $— | $566 | $297,681 | | | 2023 | $148,315 | $— | $— | $580 | $148,895 | | Pamela Johnson Chief Financial Officer | 2025 | $357,990 | $870,461 | $184,521 | $23,175 | $1,436,147 | | | 2024 | $345,884 | $269,380 | $198,971 | $22,723 | $836,958 | | | 2023 | $334,188 | $— | $151,369 | $20,759 | $506,316 | | Christopher McKay Chief Risk and Analytics Officer | 2025 | $358,928 | $836,182 | $244,103 | $26,724 | $1,465,937 | | | 2024 | $345,625 | $323,465 | $263,218 | $29,341 | $961,649 | | | 2023 | $337,963 | $— | $196,650 | $35,451 | $570,064 |
2025 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 9 to the Company’s audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 for a discussion of all assumptions made by us in determining the grant-date fair value of these awards. |
2025 Summary Compensation Table
| (2) The amounts in this column reflect bonuses paid pursuant to the 2025 Bonus Plan. |
2025 Summary Compensation Table
| (3) 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. |
2025 Summary Compensation Table
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Pay Versus Performance
Pay Versus Performance As required by Item 402(v) of Regulation S-K, the Company is providing the following information regarding the relationship between executive compensation and the Company’s financial performance for each of the two years in the period ended December 31, 2025. In accordance with the applicable SEC rules, the adjustments described and quantified below were made to the values reported in the Summary Compensation Table for each applicable year to determine the “actual” compensation paid to our Principal Executive Officer (“PEO”) and the average “actual” compensation paid to our other NEOs. The following table summarizes compensation values reported in the Summary Compensation Table for our PEO and the average for our other NEOs, as compared to “compensation actually paid” or “CAP” and the Company’s financial performance for the years ended December 31, 2025 and 2024:
Pay Versus Performance
| Year (a) | Summary Compensation Table Total for PEO (b) (1) | Compensation Actually Paid to PEO (c) (1) (2) | Average Summary Compensation Table Total for Non-PEO NEOs (d) (1) | Average Compensation Actually Paid to Non-PEO NEOs (e) (1) (2) | Value of Initial Fixed $100 Investment Based On Total Stockholder Return (f) | Net Income (g) | | 2025 | $1,599,726 | $1,759,453 | $1,451,042 | $1,981,209 | $220 | $26,329,000 | | 2024 | $297,681 | $297,681 | $899,304 | $1,406,933 | $156 | $7,258,000 |
Pay Versus Performance
| (1) The PEO reflected in columns (b) and (c) represents Todd Schwartz. The non-PEO NEOs reflected in columns (d) and (e) for each of 2024 and 2025 are Pamela Johnson and Christopher McKay. |
Pay Versus Performance
| (2) The Company deducted from and added to the Summary Compensation Table total compensation the following amounts to calculate compensation actually paid in accordance with Item 402(v) of Regulation S-K as disclosed in columns (c) and (e) for our PEO and Non-PEO NEOs. Equity valuation assumptions for calculating CAP are not materially different from grant date valuation assumptions. As the Company’s NEOs do not participate in any defined benefit plans, no adjustments were required to amounts reported in the Summary Compensation Table totals related to the value of benefits under such plans. |
Narrative Disclosure to Pay versus Performance Table
Narrative Disclosure to Pay versus Performance Table The PEO’s and other NEO’s “compensation actually paid” generally align with the Company’s total shareholder return over the two years presented in the table. This is primarily because a significant portion of the “compensation actually paid” to the PEO and other NEOs is comprised of equity-based awards. The PEO’s and other NEO’s “compensation actually paid” is not significantly impacted by the Company’s net income. Net income is a factor in the determination of performance achievement under the Company’s incentive compensation program.