FINDELL CAPITAL MANAGEMENT RESPONDS TO OPORTUN'S REACTIONARY AND DEFENSIVE REDUCTION OF BOARD SIZE

Rhea-AI Summary

Findell Capital Management, Oportun Financial's (NASDAQ: OPRT) largest stockholder, has criticized the company's decision to reduce its Board size from 10 to 8 members. The key controversy centers around the decision not to renominate Scott Parker, a highly qualified director with valuable CFO experience. Findell is actively seeking to replace CEO Raul Vazquez with Warren Wilcox, an experienced lending executive, at the 2025 Annual Meeting. Brian Finn, Findell's Founder and CIO, views the board reduction as an attempt by legacy directors to maintain control and prevent accountability. Findell, which owns 2,131,000 shares directly through Findell Partners and 1,310,300 shares through managed accounts, has launched a proxy campaign at www.OpportunityAtOportun.com, urging stockholders to vote on the WHITE proxy card for Wilcox.

Positive

• Reduction in board size from 10 to 8 members could potentially improve governance efficiency
• Activist investor Findell Capital owns a significant stake, pushing for positive change
• Potential addition of Warren Wilcox could bring valuable lending industry expertise to the board

Negative

• Loss of Scott Parker's valuable CFO experience from the board amid lack of permanent CFO
• Internal board conflicts and governance issues affecting company stability
• Apparent entrenchment attempts by legacy directors suggesting poor corporate governance
• CEO Raul Vazquez criticized for presiding over 'disastrous results'

Insights

Corporate Governance Expert

Activist shareholder Findell criticizes Oportun's board reduction as entrenchment tactic amid proxy fight to replace CEO Vazquez with industry veteran Wilcox.

This proxy contest represents a significant escalation in the battle for control at Oportun. Findell Capital, identifying itself as the company's largest shareholder, is explicitly challenging the board's decision to reduce its size from 10 to 8 members as an entrenchment maneuver designed to preserve legacy director control. The timing—announcing the board reduction the same day Findell filed its preliminary proxy statement—suggests a reactive defensive posture by current leadership.

The decision not to renominate Scott Parker appears particularly contentious. According to Findell, Parker brought valuable consumer lending expertise and "directly led to a significant improvement in results" after joining the board. With Oportun lacking a permanent CFO, the removal of a director with financial executive experience could create a concerning expertise gap in board oversight.

Findell's campaign centers on replacing CEO Raul Vazquez with Warren Wilcox on the board, citing "years of disastrous results" under Vazquez's leadership. The formal proxy solicitation and creation of a dedicated campaign website indicate a well-organized effort with substantial resources behind it.

The disclosure shows Findell controls approximately 3,441,300 shares through direct ownership and managed accounts, giving them significant voting power in this contest. For shareholders, this proxy fight represents a critical decision point about Oportun's governance and strategic direction, with Findell arguing the current leadership has prioritized self-preservation over shareholder interests.

Highlights that the Legacy Directors' Latest Entrenchment Maneuver Appears to be an Attempt to Allow Them to Retain Control of the Board Over New Independent Directors

Criticizes Decision Not to Re-Nominate Highly Qualified Director Scott Parker

Urges Stockholders to Replace Raul Vazquez on Board with Warren Wilcox at 2025 Annual Meeting

NEW YORK, May 8, 2025 /PRNewswire/ -- Findell Capital Management LLC (collectively with its affiliates, "Findell" or "we"), the single largest stockholder of Oportun Financial Corporation (NASDAQ: OPRT) ("Oportun" or the "Company"), responded today to Oportun's announcement that the size of its Board of Directors (the "Board") would be reduced from 10 to eight members and that directors Scott Parker and R. Neil Williams would not stand for reelection at its 2025 Annual Meeting of Stockholders (the "Annual Meeting").

Findell, which is seeking to replace long-tenured CEO Raul Vazquez on the Board with its nominee Warren Wilcox, an experienced executive in the lending space, filed its preliminary proxy statement the same day Oportun announced the change.

Brian Finn, Founder and CIO of Findell, commented:

"While it is a small positive that the Board has finally recognized that it should shrink its size, we believe the legacy directors' decision not to renominate Mr. Parker is another egregious example of their attempts to prevent accountability and oversight. Evidently, the legacy board members would rather see the Company lose an experienced director with a valuable skillset – whose addition to the Board directly led to a significant improvement in results – than allow new directors who have the support of stockholders to attain majority control. We note that Ginny Lee, the head of the Board's nominating and governance committee when this maneuver was taken, would have lost last year's election without our cooperation agreement and has in our view consistently demonstrated little understanding of the consumer lending business or her own fiduciary responsibilities.

Mr. Parker's background as a former CFO of several public and private companies with decades of experience as a consumer lending executive is extremely valuable at a time when the Company lacks a permanent CFO and has only two other board members with lending experience. We supported Mr. Parker's addition to the Board last year, and he helped drive much needed oversight and we are committed to working with him to bring him back onto the Board next year.

This action by the legacy board makes it more important than ever that fellow stockholders deliver a strong message to the Board this year by voting to replace Mr. Vazquez, who has presided over years of disastrous results, with Mr. Wilcox, a lending industry veteran whose extensive experience and expertise can offer the oversight Findell believes is desperately needed at Oportun. In the coming weeks, we will share more information regarding Mr. Vazquez's value-destructive tenure at Oportun and the importance of the upcoming election to the future of the Company."

Interested stockholders are encouraged to visit www.OpportunityAtOportun.com and to vote on the WHITE proxy card for Mr. Wilcox today to send a message to the Board that it's time to stop putting its own interests above those of its stockholders.

CERTAIN INFORMATION CONCERNING THE PARTICIPANTS

Findell Capital Management LLC ("Findell"), together with the other participants named herein, has filed a preliminary proxy statement and accompanying WHITE universal proxy card with the Securities and Exchange Commission ("SEC") to be used to solicit votes for the election of Findell's slate of highly-qualified director nominees at the 2025 annual meeting of stockholders of Oportun Financial Corporation, a Delaware corporation (the "Company").

FINDELL STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS, INCLUDING A PROXY CARD, AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY SOLICITOR.

The participants in the anticipated proxy solicitation are expected to be Findell, Findell Capital Partners, LP ("Findell Partners"), Finn Management GP LLC ("Findell Management"), Brian Finn and Warren Wilcox.

As of the date hereof, Findell Partners directly beneficially owns 2,131,000 shares of common stock, $0.0001 par value per share (the "Common Stock"), of the Company, 1,000 shares of which are held in record name. As the investment manager of Findell Partners and certain separately managed accounts (the "Findell SMAs"), Findell may be deemed to beneficially own the 2,131,000 shares of Common Stock beneficially owned directly by Findell Partners and the 1,310,300 shares of Common Stock held in the Findell SMAs. As the general partner of Findell Partners, Findell GP may be deemed to beneficially own the 2,131,000 shares of Common Stock beneficially owned directly by Findell Partners. As the member and sole director of Findell and the managing member of Findell GP, Mr. Finn may be deemed to beneficially own the 2,131,000 shares of Common Stock beneficially owned directly by Findell Partners and the 1,310,300 shares of Common Stock held in the Findell SMAs. As of the date hereof, Mr. Wilcox does not own any shares of Common Stock.

Contact:

Findell Capital Management, LLC
88 Pine Street, 22^nd Fl.
New York, NY 10005
info@findell.us

View original content:https://www.prnewswire.com/news-releases/findell-capital-management-responds-to-oportuns-reactionary-and-defensive-reduction-of-board-size-302449976.html

SOURCE Findell Capital Management, LLC

FAQ

What changes is Findell Capital proposing to Oportun's (OPRT) board?

Findell Capital is seeking to replace current CEO Raul Vazquez with Warren Wilcox, an experienced lending executive, on Oportun's board at the 2025 Annual Meeting.

How many board seats will Oportun (OPRT) reduce in 2025?

Oportun is reducing its Board of Directors from 10 to 8 members, with directors Scott Parker and R. Neil Williams not standing for reelection.

How many shares of Oportun (OPRT) does Findell Capital own?

Findell Capital owns 3,441,300 shares total, with 2,131,000 shares through Findell Partners and 1,310,300 shares through managed accounts.

Why is Findell Capital criticizing Oportun's (OPRT) board reduction?

Findell believes the board reduction is an entrenchment maneuver by legacy directors to maintain control and prevent accountability, particularly criticizing the decision not to renominate Scott Parker, a qualified director with valuable CFO experience.

How can shareholders vote on Findell's proposal for Oportun (OPRT)?

Shareholders can visit www.OpportunityAtOportun.com and vote using the WHITE proxy card to support Warren Wilcox's nomination to the board.